<PAGE>

                                     RESALE
                                    AGREEMENT


                                     BETWEEN

                          U S WEST COMMUNICATIONS, INC.

                                       AND

                                  ESSENTIAL.COM

                                       FOR

                                      UTAH



<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.......................................................10
   (A)3.10 Warranties ................................................................12
   (A)3.11 Assignment ................................................................12
   (A)3.12 Default ...................................................................13
   (A)3.13 Disclaimer of Agency ......................................................13
   (A)3.14 Nondisclosure .............................................................14
   (A)3.15 Survival ..................................................................15
   (A)3.16 Dispute Resolution.........................................................15
   (A)3.17 Controlling Law ...........................................................17
   (A)3.18 Joint Work Product ........................................................17
   (A)3.19 Responsibility for Environmental Contamination ............................17
   (A)3.20 Notices ...................................................................17
   (A)3.21 Responsibility of Each Party ..............................................18
   (A)3.22 No Third Party Beneficiaries ..............................................18
   (A)3.23 Referenced Documents ......................................................18
   (A)3.24 Publicity .................................................................19
   (A)3.25 Amendment .................................................................19
   (A)3.26 Executed in Counterparts ..................................................19
   (A)3.27 Headings of No Force or Effect ............................................19
   (A)3.28 Regulatory Approval .......................................................19
   (A)3.29 Compliance ................................................................19
   (A)3.30 Compliance with the Communications Assistance for Law Enforcement Act
   of 1994 ("CALEA") .................................................................20
   (A)3.31 Cooperation ...............................................................20
   (A)3.32 Availability of Other Agreements ..........................................20

 PART B - RESALE .....................................................................21
 (B)1. Description ...................................................................21
 (B)2. Terms and Conditions ..........................................................21

<PAGE>

                               TABLE OF CONTENTS

  (B)3. Rates and Charges ............................................................25
  (B)4. Ordering Process .............................................................26
  (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.............................................................47
  (D)5. Maintenance and Repair........................................................47
  (D)6. Service Performance...........................................................53

  PART E - UTAH RATES.................................................................61

  PART F - SIGNATURE .................................................................63
</TABLE>
<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 Utah 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 Public Service Commission of Utah
                      ("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

                                                                       Page 2
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                                                                          Part A
                                                                   General Terms

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

           (A)2.4     "Commission" means the Public Service Commission(s) in the
                      state of Utah.

           (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,

                                                                       Page 3
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                                                                          Part A
                                                                   General Terms

                      except that the Federal Communications Commission shall
                      determine whether the provision of fixed and mobile
                      satellite service shall be treated as common carriage.

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

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

(A)3.      TERMS AND CONDITIONS

           (A)3.1     GENERAL PROVISIONS

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

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

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

           (A)3.2     TERM OF AGREEMENT

                      This Agreement shall become effective upon Commission
                      approval, pursuant to Sections 251 and 252 of the Act,
                      shall terminate on April 9, 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)l 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


                                                                        Page 4
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                                                                          Part A
                                                                   General Terms

                                 accordance with the Act will occur between days
                                 135 and 160 of the 160 day notice period.

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

           (A)3.3     PROOF OF AUTHORIZATION

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

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

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

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

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

           (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.


                                                                        Page 5
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                                                                          Part A
                                                                   General Terms

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

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

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

                      (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.


                                                                        Page 6
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                                                                          Part A
                                                                   General Terms

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

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

           (A)3.5     TAXES

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

           (A)3.6     FORCE MAJEURE

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

           (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.


                                                                        Page 7
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                                                                          Part A
                                                                   General Terms

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

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

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

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

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

               (A)3.8 INDEMNITY

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

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


                                                                        Page 8
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                                                                          Part A
                                                                   General Terms

                                            or destruction of property, whether
                                            or not owned by others, resulting
                                            from the indemnifying Party's
                                            performance, breach of applicable
                                            law, or status of its employees,
                                            agents and subcontractors; or for
                                            failure to perform under this
                                            Agreement, regardless of the form of
                                            action.

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

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

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

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

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


                                                                        Page 9
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                                                                          Part A
                                                                   General Terms

           (A)3.9     INTELLECTUAL PROPERTY

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

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

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

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


                                                                        Page 10
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                                                                          Part A
                                                                   General Terms

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

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

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

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

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


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

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

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


                                                                        Page 11
<PAGE>



                                                                          Part A
                                                                   General Terms

                                            Authorized Phrase. RESELLER shall
                                            either promptly return to USW or
                                            destroy all materials in its
                                            possession or control displaying the
                                            Authorized Phrase.

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

           (A)3.10    WARRANTIES

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

           (A)3.11    ASSIGNMENT

                      (A)3.11.1  Neither Party may assign or transfer (whether
                                 by operation of law or otherwise) this
                                 Agreement (or any rights or obligations
                                 hereunder) to a third party without the prior
                                 written consent of the other Party.
                                 Notwithstanding the foregoing, either Party may
                                 assign or transfer this Agreement to a
                                 corporate affiliate or an entity under its
                                 common control; however, if RESELLER's assignee
                                 or transferee has an interconnection agreement
                                 with USW, no assignment or transfer of this
                                 Agreement shall be effective without the prior
                                 written consent of USW Such consent shall
                                 include appropriate resolutions of conflicts
                                 and discrepancies between the assignee's or
                                 transferee's interconnection agreement and this
                                 Agreement. Any attempted assignment or transfer
                                 that is not permitted is void AB INITIO.
                                 Without limiting the generality of the
                                 foregoing, this Agreement shall be


                                                                        Page 12
<PAGE>



                                                                          Part A
                                                                   General Terms

                                 binding upon and shall inure to the benefit of
                                 the Parties' respective successors and assigns.

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

           (A)3.12    DEFAULT

                      If either Party defaults in the payment of any amount due
                      hereunder, or if either Party violates any other material
                      provision of this Agreement, and such default or violation
                      shall continue for thirty (30) calendar days after written
                      notice thereof, the other Party may seek relief in
                      accordance with the Dispute Resolution provision of this
                      Agreement. The failure of either Party to enforce any of
                      the provisions of this Agreement or the waiver thereof in
                      any instance shall not be construed as a general waiver or
                      relinquishment on its part of any such provision, but the
                      same shall, nevertheless, be and remain in full force and
                      effect.

           (A)3.13    DISCLAIMER OF AGENCY

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


                                                                        Page 13
<PAGE>



                                                                          Part A
                                                                   General Terms

           (A)3.14    Nondisclosure

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

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

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

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

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

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


                                                                        Page 14
<PAGE>



                                                                          Part A
                                                                   General Terms

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

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

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

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

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

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

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

           (A)3.15    SURVIVAL

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

           (A)3.16    DISPUTE RESOLUTION

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


                                                                        Page 15
<PAGE>



                                                                          Part A
                                                                   General Terms

                                 (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 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


                                                                        Page 16
<PAGE>



                                                                          Part A
                                                                   General Terms

                                 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
                      accordance with its terms and, in the event of any
                      ambiguities, no inferences shall be drawn against either
                      Party.

           (A)3.19    RESPONSIBILITY FOR ENVIRONMENTAL CONTAMINATION

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

           (A)3.20    NOTICES

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

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

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


                                                                        Page 17
<PAGE>



                                                                          Part A
                                                                   General Terms

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

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

           (A)3.21    RESPONSIBILITY OF EACH PARTY

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

           (A)3.22    NO THIRD PARTY BENEFICIARIES

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

           (A)3.23    REFERENCED DOCUMENTS

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


                                                                        Page 18
<PAGE>



                                                                          Part A
                                                                   General Terms

                      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.

           (A)3.26    EXECUTED IN COUNTERPARTS

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

           (A)3.27    HEADINGS OF NO FORCE OR EFFECT

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

           (A)3.28    REGULATORY APPROVAL

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

           (A)3.29    COMPLIANCE

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


                                                                        Page 19
<PAGE>



                                                                          Part A
                                                                   General Terms

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

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

           (A)3.31    COOPERATION

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

           (A)3.32    AVAILABILITY OF OTHER AGREEMENTS

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


                                                                        Page 20
<PAGE>



                                                                   Part B
                                                                   Resale

                        PART B - RESALE

(B)l.      DESCRIPTION

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

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

(B)2.      TERMS AND CONDITIONS

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

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

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

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


                                                                        Page 21
<PAGE>



                                                                          Part B
                                                                          Resale

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

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

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

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

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

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

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

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


                                                                        Page 22
<PAGE>



                                                                          Part B
                                                                          Resale

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

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

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

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

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


                                                                        Page 23
<PAGE>

                                                                         Part B
                                                                         Resale

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

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

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

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


                                                                        Page 24
<PAGE>



                                                                          Part B
                                                                          Resale

(B)3.      RATES AND CHARGES

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

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

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

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

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

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

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

           (B)3.8     The wholesale discount rates, (the "Rates"), in Part E
                      were established in the Report and Order on Avoided Costs,
                      Docket No. 94-999-01, "In the Matter of an Investigation
                      into Collocation and Expanded Interconnection". The
                      Parties agree that Rates in this Agreement will remain in
                      effect as described below until the exhaustion of all
                      appeals, if any, of the final order in this docket.

           (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    USW shall have a reasonable time necessary to make the
                      system changes necessary to implement and bill the changed
                      rates.

                                                                  Page 25
<PAGE>

                                                                          Part B
                                                                          Resale

           (B)3.11    If the resold services are purchased pursuant to Tariffs
                      and the Tariff rates change, charges billed to RESELLER
                      for such services will be based upon the new Tariff rates
                      less the applicable wholesale discount, if any, as agreed
                      to herein or as established by Commission order and/or
                      resale Tariff. The new rate will be effective upon the
                      Tariff effective date.

(B)4.      ORDERING PROCESS

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

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

                                                                  Page 26
<PAGE>



                                                                          Part B
                                                                          Resale

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

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

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

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

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

(B)5.      BILLING

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

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

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

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

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

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

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

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


                                                                        Page 32
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                                                                          Part D
                                                        Miscellaneous Provisions

                                            conjunction with the implementation
                                            responsibilities contained in this
                                            Section.

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

                                 (D)2.2.1.4 Functions

                                            (D)2.2.1.4.1 Pre-ordering

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

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

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

                                            (D)2.2.1.1.4.1.3 Review Customer
                                                       Service Record (CSR)
                                                       gives RESELLER the
                                                       ability to request a
                                                       display of local exchange
                                                       services and


                                                                        Page 33
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                                                                          Part D
                                                        Miscellaneous Provisions

                                            features (CPNI) USW is currently
                                            providing to an end user.

                                            (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:

                                                                  Page 34
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                                                                          Part D
                                                        Miscellaneous Provisions

                                            -          A selection must be made
                                                       within a thirty (30)
                                                       minute period. If an
                                                       appointment has been
                                                       selected and the time
                                                       limit was exceeded, an
                                                       error message will
                                                       display. If the error
                                                       message displays, an
                                                       updated list of available
                                                       appointments will need to
                                                       be requested. If an
                                                       appointment has already
                                                       been reserved for this
                                                       Purchase Order Number,
                                                       the Appointment
                                                       Confirmation window will
                                                       be displayed and will be
                                                       pre-populated with
                                                       confirmation number,
                                                       appointment date and
                                                       time, and after and
                                                       before times.
                                            -          Appointments are reserved
                                                       for a 24-hour business
                                                       period. If the
                                                       appointment is not
                                                       attached to a submitted
                                                       order within 24 business
                                                       hours, the appointment is
                                                       returned. When the
                                                       appointment is
                                                       successfully reserved,
                                                       confirmation of the
                                                       appointment will be
                                                       displayed to RESELLER.

                                 (D)2.2.1.4.2 Ordering and Provisioning

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

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

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

                                                           Page 35
<PAGE>

                                                                          Part D
                                                        Miscellaneous Provisions

                                            LSRs, RESELLER can issue
                                            supplemental LSRs and cancellations.

                                 (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

                                                              Page 36

<PAGE>

                                                                          Part D
                                                        Miscellaneous Provisions

                                              using the ASR process. EXACT is
                                              based upon the OBF Access Service
                                              Order Guidelines (ASOG). The EXACT
                                              interface accepts a batch file
                                              that is transmitted via a Network
                                              Data Mover (NDM) connection to USW
                                              from RESELLER. It is RESELLER's
                                              responsibility to obtain the
                                              appropriate software to interface
                                              with USW's EXACT system.

                                 (D)2.2.1.7 Facility Based EDI Listing Process

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

                      (D)2.2.2   Maintenance and Repair

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

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

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

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


                                                                       Page 37
<PAGE>

                                                                          Part D
                                                        Miscellaneous Provisions

                                 Interface currently supports trouble reporting
                                 for resale services.

                      (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


                                                                       Page 38
<PAGE>

                                                                          Part D
                                                        Miscellaneous Provisions

                                            view the status of an opened Trouble
                                            Report. If RESELLER is using MEDIACC
                                            EB, USW sends an electronic
                                            transaction to RESELLER with the
                                            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,


                                                                        Page 39
<PAGE>



                                                                          Part D
                                                        Miscellaneous Provisions

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

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

(D)2.3     Hours of Operation

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

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

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

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

(D)2.4     Billing

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

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


                                                                       Page 40
<PAGE>

                                                                          Part D
                                                        Miscellaneous Provisions

                      by the Telecommunications Industry Forum (TCIF) as the
                      "811 Guidelines" specifically for the purposes of
                      telecommunications billing.

(D)2.5     Outputs

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

<TABLE>

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

           (D)2.5.1   Bills

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

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

           (D)2.5.2   Files and Reports

                      (D)2.5.2.1 Daily Usage Record File provides the
                                 accumulated set of call information for a given
                                 day as captured, or "recorded" by the network
                                 switches. This file will be transmitted Monday
                                 through Friday, excluding USW


                                                                       Page 41
<PAGE>



                                                                          Part D
                                                        Miscellaneous Provisions

                                 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 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.


                                                                       Page 42

<PAGE>



                                                                          Part D
                                                        Miscellaneous Provisions

                      (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 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


                                                                       Page 43
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                                                                          Part D
                                                        Miscellaneous Provisions

                      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.

           (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


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                                                                          Part D
                                                        Miscellaneous Provisions

                      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.

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

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

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

(D)2.9     Reseller Support

           (D)2.9.1   USW shall provide adequate assistance to RESELLER for
                      RESELLER to understand how to implement and use the OSS
                      functions for which USW provides access. This assistance
                      will include training, documentation, and a LSP Help Desk.
                      The LSP Help Desk will provide a single point of entry for
                      RESELLER to gain


                                                                        Page 45

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                                                                          Part D
                                                        Miscellaneous Provisions

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

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

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

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

(D)2.10    Compensation/ Cost Recovery

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

(D)3.      U S WEST DEX

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


                                                                  Page 46
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                                                                          Part D
                                                        Miscellaneous Provisions

(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.

(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


                                                                  Page 47
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                                                                          Part D
                                                        Miscellaneous Provisions

                                 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 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.


                                                                  Page 48
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                                                                          Part D
                                                        Miscellaneous Provisions

           (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.

                      (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


                                                                        Page 49
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                                                                          Part D
                                                        Miscellaneous Provisions

                                            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.

                                 (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.


                                                                        Page 50
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                                                                          Part D
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           (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.

                      (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.


                                                                        Page 51
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                                                                          Part D
                                                        Miscellaneous Provisions

           (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.

                      (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.


                                                                        Page 52
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                                                                          Part D
                                                        Miscellaneous Provisions

           (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.

(D)6.      SERVICE PERFORMANCE

           (D)6.1     General Provisions

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

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

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

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

                                   C = Change in existing service or billing
                                       number
                                   D = total disconnect of service
                                   F = From the outward service associated with
                                       a transfer (To or "T") of service from
                                       one address to another
                                   N = New connection for service
                                   R = Record order; record change only. (For
                                       Resale services, service migrations
                                       without changes for non-designed services
                                       are record orders.)
                                   T = To or transfer of service from one
                                       address to another
                                   X = USW initiated internal work order

           (D)6.2     Service Performance Indicators

                      The following Service Performance Indicators will be
                      provided to RESELLER when available and upon request, but
                      no more frequently than once per month subject to the
                      provisions of this Section. The requests for additional
                      Service


                                                                        Page 53
<PAGE>

                                                                          Part D
                                                        Miscellaneous Provisions

                      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.

     (D)6.2.1   Core Performance Indicators

                (D)6.2.1.1 Gateway Availability Indicator

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

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

                   (D)6.2.1.2    Pre-Ordering Indicators

                      PO-1       Pre-Order/Order Response times

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

                                 B.         Feature Function and Service
                                            Availability Information

                                 C.         Facility Availability

                                 D.         Street Address Validation

                                 E.         Customer Service Records

                                 F.         Telephone Number

                (D)6.2.1.3 Ordering and Provisioning Indicators

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

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

                 OP-3       Installation Commitments Met (percent)

                 OP-4       Installation Interval (average)

                 OP-5       Installation Trouble Reports (percent)I

                 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)


                                                                        Page 54
<PAGE>

                                                                          Part D
                                                        Miscellaneous Provisions

                                 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

                                 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)


                                                                        Page 55
<PAGE>

                                                                          Part D
                                                        Miscellaneous Provisions

                                 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)

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

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

                                 (D)6.2.2.3 Maintenance and Repair

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

                                 (D)6.2.2.4 Access to OSS Functions:

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

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

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

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

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

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

                                 (BI-2)     Mean Time to Deliver Invoices

                                 (B1-3)     Billing Accuracy

                                 (D)6.2.2.5 Access to Emergency Services

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

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

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

                                 (DA-1 and OP-1) Speed of Answer (average)
                                 (DA-2 and OS-2) Calls Answered Within 10
                                            Seconds (percent)

                                 (D)6.2.2.7 Resale Services Ordering and
                                            Provisioning:

                                 (OP-3)     Installation Commitments Met
                                            (percent)

                                 (OP-4)     Installation Interval (average)

                                 (OP-5)     Installation Trouble Reports
                                            (percent)

                                 (OP-6)     Delayed Days (average)


                                                                        Page 56
<PAGE>

                                                                          Part D
                                                        Miscellaneous Provisions

                                 (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)

           (D)6.3     Service Quality Performance Results Reports

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

           (D)6.4     Performance Results Provided to Reseller

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

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

           (D)6.6     Service Performance - Reported Events

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

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

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

           (D)6.7     Self Executing Remedies

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

                      (D)6.7.1   For this purpose, significant differences shall
                                 be considered to be those that are determined
                                 to be statistically, operationally, and


                                                                        Page 57
<PAGE>

                                                                         Part D
                                                        Miscellaneous Provisions

                                 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.

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

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

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

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


                                                                        Page 58
<PAGE>



                                                                        Part D
                                                       Miscellaneous Provisions

                                            appears to be inferior to that
                                            represented by the comparable
                                            results (such as, results
                                            representing service provided to
                                            Resellers in aggregate or to USW
                                            retail).

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

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

                                 (D)6.7.3.2 Within 45 days, provide to RESELLER
                                            a written explanation of the result
                                            of the investigation as to cause(s)
                                            and, as applicable, an action plan
                                            describing (i) what has and will be
                                            done to resolve the difference, (ii)
                                            what cooperative actions and
                                            timelines on the part of RESELLER
                                            are needed to facilitate or expedite
                                            resolution, and (iii) listing key
                                            milestones for use by the Parties in
                                            tracking progress;

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

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

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

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


                                                                        Page 59
<PAGE>

                                                                         Part D
                                                        Miscellaneous Provisions

           (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).

           (D)6.9     Records Retention for Service Performance Indicators

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

           (D)6.10    Joint Defense and Advocacy

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

           (D)6.11    Cost Recovery

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


                                                                       Page 60
<PAGE>

                                                                          Part E
                                                                      Utah Rates

                               PART E - UTAH RATES
                   LOCAL EXCHANGE SERVICES RESALE OF SERVICES
                            (LAST UPDATE 01/10/2000)

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

1          Non-Recurring 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>
<S>                                                                  <C>
          RESIDENCE OR BUSINESS MECHANIZED
                   First Line                                        $14.56
                   Each Additional Line                              $ 6.57
          RESIDENCE OR BUSINESS MANUAL
                   First Line                                        $27.52
                   Each Additional Line                              $ 7.12
          PRIVATE LINE TRANSPORT
                   First Circuit                                     $45.08
                   Additional Circuits, Same CSR                     $31.19
          ADVANCED COMMUNICATIONS SERVICES, PER CIRCUIT              $50.48
</TABLE>

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

2. The FOLLOWING USW SERVICES ARE AVAILABLE FOR RESALE AT THE RATES listed
below:

<TABLE>
<CAPTION>

                SERVICE CLASSES & RATE ELEMENTS                    AVERAGE DISCOUNT APPLIED TO RETAIL TARIFFED RATES
<S>                                                                <C>
      BUSINESS and RESIDENCE LINES (Flat & Measured Rated)
         - Network Access (Dial Tone Line)                                                 14.5%
         - Intra-office & EAS Usage                                                        14.5%
             - Combined Elements                                                           14.5%
      BUSINESS PBX TRUNKS (Flat & Measured Rated)
         - Network Access (Dial Tone Line)                                                 22.2%
         - Intra-office & EAS Usage                                                        22.2%
             - Combined Elements                                                           22.2%
      CENTRAL OFFICE FEATURES & SERVICES
      (e.g. Custom Calling, CLASS, etc.) *                                                 14.5%
      CENTREX/CENTRON
         - Network Access and Features *                                                   22.2%
         - Intra-office & EAS Usage                                                        22.2%
             - Combined Elements                                                           22.2%
      MESSAGE TELEPHONE, OCP,* 800 and WATS                                                17.0%
      SERVICE
      PRIVATE LINE                                                                         11.0%
      DIRECTORY ASSISTANCE                                                                 13.4%
      DIRECTORY LISTING SERVICES                                                           14.5%
      OPERATOR ASSISTANCE SERVICE                                                          13.4%
      ADVANCED COMMUNICATIONS SERVICES                                                     11.0%
</TABLE>


                                                                        Page 61
<PAGE>

                                                                          Part E
                                                                      Utah Rates

<TABLE>
<CAPTION>

SERVICE CLASSES & RATE ELEMENTS                                                 AVERAGE DISCOUNT APPLIED TO RETAIL TARIFFED RATES
<S>                                                                             <C>
ISDN
    - Access                                                                               14.5%
    - Usage                                                                                14.5%
       - Composite                                                                         15.2%
</TABLE>

*Actual discount levels for each service element in this service category are to
be established by the Division of Public Utilities and U S WEST by subsequent
evaluations.

3.        The following services are not available for resale:
           * Customer Premises Equipment (separately or in a package)
           * Enhanced Services (e.g., Voice Messaging)
           * USW Calling cards
           * Inside Wire (including installation, sale or maintenance)
           * Promotions of less than 90 days
           * Concession Service

4. The following services are available only to the same class of customer
eligible to purchase that service from USW:
           * Grandfathered
           * Lifeline/Link-up
           * Residence

5 The following services are available for resale under this Agreement but are
not included in the wholesale pricing reflected above:
           * Public Access Lines
           * Private Line Used For Special Access
           * DSL Services such as Megabit Services

6. IntraLATA Toll Charges: RESELLER shall have their choice of obtaining USW
provided intraLATA toll for resale at an 17% discount, providing their own
intraLATA toll, or obtaining their IntraLATA toll from a third party.

7. 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.

<TABLE>
<CAPTION>
<S>                                                            <C>
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

2-15-00                                                        02/25/00
-----------------------------                                  --------------------------------
Date                                                           Date
</TABLE>


                                                                        Page 63