<PAGE>

                                     RESALE
                                    AGREEMENT


                                     BETWEEN

                         U S WEST COMMUNICATIONS, INC.

                                       AND

                                  ESSENTIAL.COM

                                       FOR

                                      IOWA


                                                                  Page i
<PAGE>


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

 (A)1. SCOPE OF AGREEMENT .....................................................1

 (A)2. DEFINITIONS ............................................................2

 (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..............................................................5
   (A)3.5 TAXES ...............................................................7
   (A)3.6 FORCE MAJEURE .......................................................7
   (A)3.7 LIMITATION OF LIABILITY..............................................7
   (A)3.8 INDEMNITY ...........................................................8
   (A)3.9 INTELLECTUAL PROPERTY................................................9
   (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 .....................................................13
   (A)3.15 SURVIVAL ..........................................................15
   (A)3.16 DISPUTE RESOLUTION ................................................15
   (A)3.17 CONTROLLING LAW ...................................................16
   (A)3.18 JOINT WORK PRODUCT ................................................16
   (A)3.19 RESPONSIBILITY FOR ENVIRONMENTAL CONTAMINATION.....................17
   (A)3.20 NOTICES ...........................................................17
   (A)3.21 RESPONSIBILITY OF EACH PARTY ......................................17
   (A)3.22 NO THIRD PARTY BENEFICIARIES ......................................18
   (A)3.23 REFERENCED DOCUMENTS ..............................................18
   (A)3.24 PUBLICITY .........................................................18
   (A)3.25 AMENDMENT .........................................................18
   (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")..................................19
   (A)3.31 COOPERATION .......................................................19
   (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.....................................................24

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                               TABLE OF CONTENTS

 (B)4. Ordering Process.......................................................25

 (B)5. Billing................................................................27

 (B)6. Maintenance and Repair.................................................27

PART C - WHITE PAGES DIRECTORY LISTINGS ......................................28

 (C)1. Description ...........................................................28

 (C)2. Terms and Conditions ..................................................28

PART D- MISCELLANEOUS PROVISIONS .............................................31

 (D)1. Network Security.......................................................31

 (D)2. Access To Operational Support Systems (OSS)............................31

 (D)3. U S WEST Dex...........................................................46

 (D)4. Notice Of Changes......................................................46

 (D)5. Maintenance and Repair ................................................47

 (D)6. Service Performance....................................................53

PART E IOWA RATES.............................................................61

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 Iowa 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 Iowa Utilities Board ("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 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.

                                                                  Page 1
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                                                                          Part A
                                                                   General Terms

         (A)1.4   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)1.5   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)1.6   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)1.7   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

(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

                                                                  Page 2
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                                                                          Part A
                                                                   General Terms

                  network, and which enables such end user to generally place
                  calls to, or receive calls from, other stations on the public
                  switched telecommunications network. Basic residence and
                  business line services are Basic Exchange Telecommunications
                  Services. As used solely in the context of this statement and
                  unless otherwise agreed, Basic Exchange Telecommunications
                  Service includes access to ancillary services such as 911,
                  directory assistance and operator services.

         (A)2.4   "Commission" means the Utilities Board in the state of Iowa.

         (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.

         (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.

                                                                  Page 3
<PAGE>

                                                                          Part A
                                                                   General Terms

           (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 February 4, 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 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.



<PAGE>



                                                                          Part A
                                                                   General Terms

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

          (A)3.3 PROOF OF AUTHORIZATION

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

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

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

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

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

          (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



<PAGE>



                                                                          Part A
                                                                   General Terms

                                   will pay the Tariff charge required to
                                   reconnect each end user line disconnected
                                   pursuant to this paragraph.

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


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

                   (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.

<PAGE>

                                                                          Part A
                                                                   General Terms

                   (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.

         (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,

<PAGE>

                                                                          Part A
                                                                   General Terms

                           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
                                    "Indemnity") from and against and in respect
                                    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

<PAGE>

                                                                          Part A
                                                                   General Terms

                                    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 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

<PAGE>

                                                                          Part A
                                                                   General Terms

                           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.
                           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

<PAGE>

                                                                          Part A
                                                                   General Terms

                           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 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

<PAGE>


                           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 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

<PAGE>

                                                                          Part A
                                                                   General Terms

                           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.

          (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

<PAGE>

                                                                          Part A
                                                                   General Terms

                           notice given to the receiving Party within ten (10)
                           calendar days after delivery, to be "Confidential" or
                           "Proprietary" (collectively referred to as
                           "Proprietary Information"), shall remain the property
                           of the disclosing Party. A Party who receives
                           Proprietary Information via an oral communication may
                           request written confirmation that the material is
                           Proprietary Information. A Party who delivers
                           Proprietary Information via an oral communication may
                           request written confirmation that the Party receiving
                           the information understands that the material is
                           Proprietary Information.

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

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

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

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

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

                        (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

<PAGE>

                                                                          Part A
                                                                   General Terms



                        (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 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

<PAGE>



                                                                 Part A
                                                          General Terms

               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.

     (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


                                                                     Page 16

<PAGE>

                                                                Part A
                                                         General Terms

       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

       RESELLER
       John Duffy
       Peter Mills
       3 Burlington Woods Drive
       4 1h 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


                                                                    Page 17
<PAGE>


                                                                Part A
                                                         General Terms

        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 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.


                                                                    Page 18
<PAGE>

                                                                          Part A
                                                                   General Terms

         (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.

         (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.


                                                                   Page 19
<PAGE>

                                                                          Part A
                                                                   General Terms

         (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 USWs 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 8
                                                                          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 Reseller's 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
                           requires different dialing plans, feature access
                           arrangements and


                                                                     Page 23

<PAGE>

                                                                   Part B Resale

                           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.

 (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


                                                                     Page 24

<PAGE>

                                                                   Part B Resale

                  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 (the "Rates") in Part E were
                  established in the Final Decision and Order, Docket No.
                  RPU-96-9.

         (B)3.9   If the Rates or the applicability of the Rates to the services
                  in Part E are changed by a nonappealable administrative or
                  judicial order following a decision on rehearing or appeal or
                  other similar proceeding, such changed rate(s) will be
                  available to RESELLER effective as of the date of the order.
                  No true-up of the Rates 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


                                                                         Page 25

<PAGE>

                                                                          Part B
                                                                          Resale

                  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 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.


                                                                         Page 26

<PAGE>

                                                                          Part B
                                                                          Resale

(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.

(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 27

<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 28
<PAGE>



                                                                          PART C
                                                              DIRECTORY LISTINGS

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

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

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

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

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

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

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

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

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

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

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


                                                                        Page 29
<PAGE>



                                                                          Part C
                                                              Directory Listings

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


                                                                        Page 30
<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 31
<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. USWs 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 USWs operational support systems
                  for pre-ordering, ordering and provisioning, maintenance and
                  repair, and billing for resale. For the pre-ordering, ordering
                  and provisioning of resold services, USW shall provide
                  RESELLER access to its OSS in substantially the same time and
                  manner as it provides to itself.

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

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

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

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


                                                                        Page 32
<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) nonswitched-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 33
<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 34
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                                                                          Part D
                                                        Miscellaneous Provisions

                                             has been selected and the time
                                             limit was exceeded, an error
                                             message will display. If the error
                                             message displays, an updated list
                                             of available appointments will need
                                             to be requested. If an appointment
                                             has already been reserved for this
                                             Purchase Order Number, the
                                             Appointment Confirmation window
                                             will be displayed and will be
                                             prepopulated 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 35
<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 36
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                                                            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 USWs 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 37
<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 38
<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 39
<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 The 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:


     ------------------------  ----------------- ---------------- --------------
      Function                  Monday - Friday   Saturday         Sunday
     ------------------------  ----------------- ---------------- --------------
      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
     ------------------------  ----------------- ---------------- --------------


         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 40
<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:


    ---------------------------------------------------------------------------
     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
    ---------------------------------------------------------------------------


     (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 un-rated
                           USW originated usage messages and rated RESELLER
                           originated usage messages. It is provided in Alliance
                           for Telecommunication Industry Solution (ATIS)
                           standard


                                                                     Page 41
<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 42
<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 43
<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 44
<PAGE>



                                                                          Part D
                                                        Miscellaneous Provisions

                  (D)2.8.3 If RESELLER is using EDI, USW shall provide RESELLER
                           with a preallotted 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 45
<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/FAIVI 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 46
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                                                                          Part D
                                                        Miscellaneous Provisions

  (D)5. MAINTENANCE AND REPAIR

          (D)5.1 Service Levels

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

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

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

          (D)5.2 Branding

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

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

          (D)5.3 Service interruptions

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

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


                                                                     Page 47
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                                                                          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 user's 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 user's line
                           or circuit. The test systems used by USW are finite,
                           and their capacity has been designed according to
                           USW'S operating standards.


                                                                     Page 48
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                                                                          Part D
                                                        Miscellaneous Provisions

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

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

                  (D)5.6.4 USW end users are not given test results. On
                           manually-reported trouble USW will not provide to
                           RESELLER the test results for its trouble reports.
                           For 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 49
<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 non discriminatory, and will be accomplished
                           as quickly as possible according to USW and/or
                           industry standards.

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

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

          (D)5.10  Proactive Maintenance

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

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

          (D)5.11 Hours of Coverage

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

          (D)5.12 Escalations

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

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

         (D)5.13 Dispatch

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


                                                                     Page 50
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                                                                          Part D
                                                        Miscellaneous Provisions

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

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

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

          (D)5.14 Electronic Reporting

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

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

          (D)5.15  Intervals

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

          (D)5.16 Jeopardy Management

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

          (D)5.17 Trouble Screening

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


                                                                     Page 51
<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 52
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                                                                          Part D
                                                        Miscellaneous Provisions

  (D)6. SERVICE PERFORMANCE

         (D)6.1 General Provisions

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

                  (D)6.1.2 In no instance shall the 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 (DDS); 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 53
<PAGE>

                                                                          Part D
                                                        Miscellaneous Provisions

                  (D) 6.2-11 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)

                          (D)6.2.1.5 Billing Indicators


                                                                     Page 54
<PAGE>


                                                                         Part D
                                                       Miscellaneous Provisions

              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 55


<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 (131-3) Billing Accuracy

              (D)6.2.2.5 Access to Emergency Services
              (ES-1)   ALI Database Updates Within 24 Hours (percent)
              (ES-1)   911/E911 ES Trunk Installation Intervals (average)

              (D)6.2.2.6 Access to Directory Assistance and Operator Services:
              (DA-1 and OP-1) Speed of Answer (average)
              (DA-2 and OS-2) Calls Answered Within 10 Seconds (percent)

              (D)6.2.2.7 Resale Services Ordering and Provisioning:
              (OP-3)   Installation Commitments Met (percent)
              (OP-4)   Installation Interval (average)
              (OP-5)   Installation Trouble Reports (percent)
              (OP-6)   Delayed Days (average)

              (D)6.2.2.8 Resale Services Maintenance and Repair:
              (MR-3)   Out of Service Cleared Within 24 Hours - Non-Designed
                       Repair Process (percent)
              (MR-4)   All Troubles Cleared Within 48 Hours - Non-Designed
                       Repair Process (percent)
              (MR-5)   All Troubles Cleared Within 4 Hours - Designed Repair
                       Process (percent)
              (MR-6)   Mean Time to Restore (average)
              (MR-6)   Repair Repeated Report Rate (percent)
              (MR-6)   Trouble Rate (percent)


                                                                       Page 56
<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
                  approprate 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 57


<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
                                      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 6 significant difference as
                           defined above has occurred, USW shall:

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

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


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<PAGE>


                                                                          Part D
                                                        Miscellaneous Provisions

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

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

                           (D)6.7.3.4 Escalate to vice president level any
                                      significant difference that has or is not
                                      projected to be resolved within three
                                      months of the difference first being
                                      identified as significant as defined
                                      above, with commitment at that level to
                                      direct 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 59


<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
                  records to RESELLER Agreement for each measured activity.
                  USW shall provide such  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 60


<PAGE>

                                                                          Part E
                                                                      Iowa Rates

                                PART E IOWA 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
         -------------------                                  -------------------

         MECHANIZED                              RESIDENCE            BUSINESS
                                                 ---------            --------
         <S>                                     <C>                  <C>
             First Line                            $2.80*              $5.97*
             Each Additional Line                  $1.70*              $3.81*

         MANUAL
             First Line                            $9.92               $9.92
             Each Additional Line                  $5.59               $5.59
</TABLE>

     *In addition to these charges, a Transaction Fee of $0.3565 per order
     will apply anytime the mechanized system is used.

     b. Product Specific Nonrecurring Charge: As set forth in USW tariffs,
     the product specific nonrecurring charges, with a 15.83% 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.   USW telecommunications services shall be available for resale at the
     following discount levels:

<TABLE>
         <S>                                                              <C>
         -   Business Lines and Trunks                                    18.5% discount
         -   Centrex                                                      18.5% discount
         -   ISDN                                                         18.5% discount
         -   Residence                                                    10.27% discount
         -   Business and Residence Features                              49.38% discount
         -   IntraLATA Toll, WATS Service                                 14.05% discount
         -   Private Line Service & Advanced Communications Service       15.66% discount
         -   Listings, Non-Pub & Non-List service                         49.38% discount
</TABLE>

     a. The following products and services are not available for resale:

         -   Concession Service
         -   Inside Wire (including installation, sale or maintenance)
         -   Customer Premises Equipment (separately or in packages)
         -   Promotions of less than 90 days
         -   USW Calling Card Service


                                                                       Page 61


<PAGE>


                                                                          Part E
                                                                      Iowa Rates


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

           -   Lifeline/Link-up
           -   Residential               -   Grandfathered

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

           -   Private Line Used For Special Access

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                              U S WEST COMMUNICATIONS, INC.


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


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


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


2-16-00                                    02/25/00
-------------------------------------      -----------------------------------
Date                                       Date






                                                                       Page 63