<PAGE>

March 2, 2000


MARY VELEZ
ILLINOIS

Attached is a copy of the signed Resale Agreement for essential.com, Inc. This
is a generic resale agreement. Information specific to the CLEC is:

  SBC Account Manager:        Sharmaine Summerville
  Account Manager Telephone:  312-335-6724

  CLEC Officer Name:          John Duffy
                              Vice President of Business Development, Telecom
                              3 Burlington Woods Drive, 4th Floor
                              Burlington, MA 01803
                              Phone: 781-229-9599,ext. 136
                              Fax: 781-229-9499

If you have any questions, please call me on (214) 464-8330.

/s/ Terri D. Mansir

Terri D. Mansir
Manager-Negotiations Support

Attachment - Signed Agreement


<PAGE>

STATE OF ILLINOIS            )
                             )
COUNTY OF COOK               )

                                  VERIFICATION

          Willena D. Slocum, being duly sworn, states on oath that she is
Project Manager-Contract Negotiations Support for Southwestern Bell Telephone
Company/Illinois Bell Telephone Company Negotiations and Interconnection, and
that the facts stated in the foregoing Joint Petition for Approval of Negotiated
Agreement and Statement in Support of Joint Petition for Approval are true and
correct to the best of her knowledge, information and belief.


                                                 /s/ Willena D. Slocum
                                       -----------------------------------------
                                                    Willena D. Slocum

Subscribed and sworn to before me this _____ day of ___________, 2000.


                                       -----------------------------------------
                                                     Notary Public

<PAGE>

March 2, 2000


DAVE STIPPLER
INDIANA

Attached is a copy of the signed Resale Agreement for essential.com, Inc. This
is a generic resale agreement. Information specific to the CLEC is:

SBC Account Manager:        Sharmaine Summerville
Account Manager Telephone:  312-335-6724

CLEC Officer Name:          John Duffy
                            Vice President of Business Development, Telecom
                            3 Burlington Woods Drive, 4th Floor
                            Burlington, MA 01803
                            Phone: 781-229-9599,ext. 136
                            Fax: 781-229-9499

If you have any questions, please call me on (214) 464-8330.

/s/ Terri D. Mansir

Terri D. Mansir
Manager-Negotiations Support

Attachment - Signed Agreement
<PAGE>

March 2, 2000


MICHAEL HOLMES
MICHIGAN

Attached is a copy of the signed Resale Agreement for essential.com, Inc. This
is a generic resale agreement. Information specific to the CLEC is:

   SBC Account Manager:         Sharmaine Summerville
   Account Manager Telephone:   312-335-6724

   CLEC Officer Name:           John Duffy
                                Vice President of Business Development, Telecom
                                3 Burlington Woods Drive, 4th Floor
                                Burlington, MA 01803
                                Phone: 781-229-9599,ext. 136
                                Fax: 781-229-9499

If you have any questions, please call me on (214) 464-8330.

/s/ Terri D. Mansir

Terri D. Mansir
Manager-Negotiations Support

Attachment - Signed Agreement

<PAGE>

March 2, 2000


JON F. KELLY
OHIO

Attached is a copy of the signed Resale Agreement for essential.com, Inc. This
is a generic resale agreement. Information specific to the CLEC is:

  SBC Account Manager:          Sharmaine Summerville
  Account Manager Telephone:    312-335-6724

  CLEC Officer Name:            John Duffy
                                Vice President of Business Development, Telecom
                                3 Burlington Woods Drive, 4th Floor
                                Burlington, MA 01803
                                Phone: 781-229-9599,ext. 136
                                Fax: 781-229-9499

If you have any questions, please call me on (214) 464-8330.

/s/ Terri D. Mansir

Terri D. Mansir
Manager-Negotiations Support

Attachment - Signed Agreement

<PAGE>

March 2, 2000


MIKE CAUBLE
WISCONSIN

Attached is a copy of the signed Resale Agreement for essential.com, Inc. This
is a generic resale agreement. Information specific to the CLEC is:

  SBC Account Manager:         Sharmaine Summerville
  Account Manager Telephone:   312-335-6724

  CLEC Officer Name:           John Duffy
                               Vice President of Business Development, Telecom
                               3 Burlington Woods Drive, 4th Floor
                               Burlington, MA 01803
                               Phone: 781-229-9599,ext. 136
                               Fax: 781-229-9499

If you have any questions, please call me on (214) 464-8330.

/s/ Terri D. Mansir

Terri D. Mansir
Manager-Negotiations Support

Attachment - Signed Agreement

<PAGE>

          --------------------------------------------------------------
                               /s/ [ILLEGIBLE]
              WILLENA SLOCUM   (INITIAL)                    2/25/00
                                                            -------
                                                              DATE

              LARRY COOPER     (SIGN) /s/ [ILLEGIBLE]     FEB 25 2000
                                                            -------
                                                              DATE
          --------------------------------------------------------------


                                EXECUTIVE SUMMARY

                                RESALE AGREEMENT

                                       FOR

                               essential.com, INC.

essential.com, Inc. has signed a generic Resale Agreement for Illinois, Indiana,
Michigan, Ohio and Wisconsin. No changes have been made to the agreement other
than the CLEC name and notice information.

Devang Patel 312 867-5470 is the account manager for essential.com, Inc.


      PLEASE RETURN TO TERRI MANSIR 214 464-8330 AFTER SIGNATURE FOR FURTHER
                                   PROCESSING.

<PAGE>

                                RESALE AGREEMENT

                                  by and among

                        Illinois Bell Telephone Company,
                  Indiana Bell Telephone Company Incorporated,
                        Michigan Bell Telephone Company,
                         Nevada Bell Telephone Company,
                        The Ohio Bell Telephone Company,
                         Pacific Bell Telephone Company,
                   The Southern New England Telephone Company
                      Southwestern Bell Telephone Company,
                 Wisconsin Bell, Inc. d/b/a Ameritech Wisconsin

                                       and

                               essential.com, Inc.

<PAGE>

                               TABLE OF CONTENTS

 1.  INTRODUCTION ..........................................................5

 2.  DEFINITIONS ...........................................................6

 3.  INTERPRETATION, CONSTRUCTION AND SEVERABILITY ........................17

 4.  DESCRIPTION AND CHARGES FOR SERVICES .................................21

 5.  GENERAL RESPONSIBILITIES OF THE PARTIES ..............................22

 6.  EFFECTIVE DATE, TERM, AND TERMINATION ................................23

 7.  FRAUD BY END USER(S) .................................................25

 8.  DEPOSITS (SBC-12STATE) ...............................................27

 9.  BILLING AND PAYMENT OF CHARGES .......................................30

 10. NONPAYMENT AND PROCEDURES FOR DISCONNECTION ..........................35

 11. TERMS AND CONDITIONS FOR RESALE OF SERVICES ..........................39

 12. ADDITIONAL TERMS APPLICABLE TO RESALE OF SERVICES ....................49

 13. ANCILLARY SERVICES ...................................................49

 14. NETWORK AND SERVICE ORDER CONDITIONS .................................51

 15. DISPUTE RESOLUTION ...................................................52

 16. AUDITS - Applicable in SBC-12STATE only ..............................56

 17. RESPONSIBILITIES OF SWBT .............................................59

 18. DISCLAIMER OF REPRESENTATIONS AND WARRANTIES .........................61

 19. LIMITATION OF LIABILITY ..............................................61

 20. RESPONSIBILITIES OF CLEC  ............................................63

 21. INDEMNITY ............................................................65

<PAGE>

 22.  REMEDIES ............................................................71

 23.  INTELLECTUAL PROPERTY ...............................................71

 24.  NOTICES .............................................................72

 25.  PUBLICITY AND USE OF TRADEMARKS OR SERVICE MARKS ....................74

 26.  NO LICENSE ..........................................................75

 27.  CONFIDENTIALITY .....................................................75

 28.  INTERVENING LAW .....................................................80

 29.  GOVERNING LAW .......................................................81

 30.  REGULATORY APPROVAL .................................................81

 31.  CHANGES IN END USER LOCAL EXCHANGE SERVICE PROVIDER
      SELECTION ...........................................................81

 32.  COMPLIANCE AND CERTIFICATION ........................................84

 33.  LAW ENFORCEMENT .....................................................84

 34.  RELATIONSHIP OF THE PARTIES/INDEPENDENT CONTRACTOR ..................86

 35.  NO THIRD PARTY BENEFICIARIES; DISCLAIMER OF AGENCY ..................86

 36.  ASSIGNMENT ..........................................................86

 37.  DELEGATION TO AFFILIATE .............................................87

 38.  SUBCONTRACTING ......................................................88

 39.  FORCE MAJEURE .......................................................88

 40.  TAXES ...............................................................89

 41.  NON-WAIVER ..........................................................92

 42.  CUSTOMER INQUIRIES ..................................................93

<PAGE>

 43.  EXPENSES ............................................................93

 44.  CONFLICT OF INTEREST ................................................93

 45.  AMENDMENTS AND MODIFICATIONS ........................................94

 46.  SURVIVAL ............................................................94

 47.  APPENDICES INCORPORATED BY REFERENCE ................................94

 48.  AUTHORITY ...........................................................95

 49.  COUNTERPARTS ........................................................95

 50.  ENTIRE AGREEMENT.....................................................95

<PAGE>

                                RESALE AGREEMENT
                                   STAND-ALONE

          This Agreement under Sections 251 and 252 of the Telecommunications
Act of 1996 (the "Agreement"), is dated as of February 25, 2000 among SBC
Communications Inc. covering ILLINOIS BELL TELEPHONE COMPANY, INDIANA BELL
TELEPHONE COMPANY INCORPORATED, MICHIGAN BELL TELEPHONE COMPANY, NEVADA BELL
TELEPHONE COMPANY (A NEVADA CORPORATION), THE OHIO BELL TELEPHONE COMPANY,
PACIFIC BELL TELEPHONE COMPANY (A CALIFORNIA CORPORATION), THE SOUTHERN NEW
ENGLAND TELEPHONE COMPANY (A CONNECTICUT CORPORATION) AND SOUTHWESTERN BELL
TELEPHONE COMPANY (A MISSOURI CORPORATION), AND WISCONSIN BELL, INC. D/B/A
AMERITECH WISCONSIN, and essential.com, Inc. (CLEC), (a Delaware corporation),
shall apply to the state(s) of Illinois, Indiana, Michigan, Ohio and Wisconsin.

          WHEREAS, pursuant to the Telecommunications Act of 1996 (the "Act"),
the Parties wish to establish terms for the purchase by CLEC of certain ILLINOIS
BELL TELEPHONE COMPANY, INDIANA BELL TELEPHONE COMPANY INCORPORATED, MICHIGAN
BELL TELEPHONE COMPANY, NEVADA BELL TELEPHONE COMPANY (A NEVADA CORPORATION),
THE OHIO BELL TELEPHONE COMPANY, PACIFIC BELL TELEPHONE COMPANY (A CALIFORNIA
CORPORATION), THE SOUTHERN NEW ENGLAND TELEPHONE COMPANY (A CONNECTICUT
CORPORATION) AND SOUTHWESTERN BELL TELEPHONE COMPANY (A MISSOURI CORPORATION),
AND WISCONSIN BELL, INC. D/B/A AMERITECH WISCONSIN, retail Telecommunications
Services and certain other services for resale by CLEC to its local exchange End
User(s) within the state(s) listed on page 1 in the preamble to this Agreement;

NOW, THEREFORE, the Parties hereby agree as follows:

          WHEREAS, for purposes of this Agreement, CLEC intends to operate where
ILLINOIS BELL TELEPHONE COMPANY, INDIANA BELL TELEPHONE COMPANY INCORPORATED,
MICHIGAN BELL TELEPHONE COMPANY, NEVADA BELL TELEPHONE COMPANY (A NEVADA
CORPORATION), THE OHIO BELL TELEPHONE COMPANY, PACIFIC BELL TELEPHONE COMPANY (A
CALIFORNIA CORPORATION), THE SOUTHERN NEW ENGLAND TELEPHONE COMPANY (A
CONNECTICUT CORPORATION) AND SOUTHWESTERN BELL TELEPHONE COMPANY (A MISSOURI
CORPORATION), AND WISCONSIN BELL, INC D/B/A AMERITECH WISCONSIN are the
incumbent Local Exchange Carrier(s) and CLEC, a competitive Local Exchange
Carrier, has or, prior to purchasing resale services, Telecommunications
Services or any other functions, facilities, products or services hereunder,
will have been granted authority to provide certain local Telephone Exchange
Services in the foregoing ILEC Service areas by the appropriate State
Commission(s);

1.        INTRODUCTION

          1.1       This Agreement sets forth the rates, terms and conditions
                    for those services available for sale at retail to End Users
                    that are made available by ILLINOIS BELL TELEPHONE COMPANY,
                    INDIANA BELL TELEPHONE COMPANY INCORPORATED, MICHIGAN BELL
                    TELEPHONE COMPANY, NEVADA BELL TELEPHONE COMPANY (A

<PAGE>

NEVADA CORPORATION), THE OHIO BELL TELEPHONE COMPANY, PACIFIC BELL TELEPHONE
COMPANY (A CALIFORNIA CORPORATION), THE SOUTHERN NEW ENGLAND TELEPHONE
COMPANY (A CONNECTICUT CORPORATION) SOUTHWESTERN BELL TELEPHONE COMPANY (A
MISSOURI CORPORATION), AND WISCONSIN BELL, INC. D/B/A AMERITECH WISCONSIN to
CLECs for resale.

2.        DEFINITIONS

          2.1       Capitalized Terms used in this Agreement shall have the
                    respective meanings specified herein, in the definition
                    section of each Appendix, Attachment, Exhibit or Schedule
                    attached hereto, and/or as defined elsewhere in this
                    Agreement.

          2.2       GENERAL DEFINITIONS

                    2.2.1     "A-LINK" means a diverse pair of facilities
                              connecting local end office switching centers with
                              Signaling Transfer Points.

                    2.2.2     "ACT" means the Communications Act of 1934 [47
                              U.S.C. 153(R)], as amended by the
                              Telecommunications Act of 1996, Public Law
                              104-104, 110 Stat. 56 (1996) codified throughout
                              47 U.S.C.

                    2.2.3     "AFFILIATE" is As Defined in the Act.

                    2.2.4     "ALTERNATE BILLING SERVICE (ABS)" means a service
                              that allows End Users to bill calls to accounts
                              that may not be associated with the originating
                              line. There are three types of ABS calls: calling
                              card, collect and third number billed calls.

                    2.2.5     AM-IL - As used herein, AM-IL means the applicable
                              SBC owned ILEC doing business in Illinois.

                    2.2.6     AM-IN - As used herein, AM-IN means the applicable
                              SBC owned ILEC doing business in Indiana.

                    2.2.7     AM-MI - As used herein, AM-MI means the applicable
                              SBC owned doing business in Michigan.

                    2.2.8     AM-OH - As used herein, AM-OH means the applicable
                              SBC owned ILEC doing business in Ohio.

                    2.2.9     AM-WI - As used herein, AM-WI means the applicable
                              SBC owned ILEC doing business in Wisconsin.

<PAGE>

                    2.2.10    "APPLICABLE LAW" means all laws, statutes, common
                              law, regulations, ordinances, codes, rules,
                              guidelines, orders, permits, tariffs and
                              approvals, including those relating to the
                              environment or health and safety, of any
                              Governmental Authority that apply to the Parties
                              or the subject matter of this Agreement.

                    2.2.11    "AS DEFINED IN THE ACT" means as specifically
                              defined by the Act.

                    2.2.12    "AS DESCRIBED IN THE ACT" means as described in or
                              required by the Act.

                    2.2.13    "AUTOMATED MESSAGE ACCOUNTING" (AMA) is a
                              structure inherent in switch technology that
                              initially records Telecommunication message
                              information. AMA format is contained in the
                              Automated Message Accounting document published by
                              Telcordia (formerly known as Bellcore) as
                              GR-1100-CORE, which defines and amends the
                              industry standard for message recording.

                    2.2.14    "BILLED NUMBER SCREENING" (BNS) means a validation
                              of toll billing exception (TBE) data and
                              performance of public telephone checks; i.e.,
                              determining if a billed line is a public
                              (including those classified as semipublic)
                              telephone number.

                    2.2.15    "BUSINESS DAY" means Monday through Friday,
                              excluding holidays on which the applicable SBC
                              ILEC does not provision new retail services and
                              products.

                    2.2.16    "BUSY LINE VERIFICATION" (BLV) means a service
                              whereby an End User requests an operator to
                              confirm the busy status of a line.

                    2.2.17    "CABS" means the Carrier Access Billing System.

                    2.2.18    "CALLING CARD SERVICE" means a service that
                              enables a calling End User to bill a telephone
                              call to a calling card number with or without the
                              help of an operator.

                    2.2.19    "CALLING NAME DELIVERY SERVICE (CNDS)" means a
                              service that enables a terminating End User to
                              identify the calling party by a displayed name
                              before a call is answered. The calling party's
                              name is retrieved from a Calling Name Database and
                              delivered to the End User's premise between the
                              first and second ring for display on compatible
                              End User premises equipment.

<PAGE>

                    2.2.20    "CALLING NAME INFORMATION" means a
                              Telecommunications Carrier's records of its End
                              Users names associated with one or more assigned
                              ten-digit telephone numbers.

                    2.2.21    "CALLING NUMBER DELIVERY" means a feature that
                              enables an End User to view the directory number
                              of the calling party on a display unit.

                    2.2.22    "CALLING PARTY NUMBER" (CPN) means a Signaling
                              System 7 "SS7" parameter whereby the ten (10)
                              digit number of the calling Party is forwarded
                              from the End Office.

                    2.2.23    "CENTRALIZED MESSAGE DISTRIBUTION SYSTEM" (CMDS)
                              means the transport system that LECs use to
                              exchange outcollect and Carrier Access Billing
                              System "CABS" access messages among each other and
                              other Parties connected to CMDS.

                    2.2.24    "CNAM QUERY" means a LIDB Service Application that
                              allows CLEC to query a Calling Name Database for
                              Calling Name Information in order to deliver that
                              information to CLEC's local CNDS subscribers.

                    2.2.25    "CNAM QUERY RATE" means a rate that applies to
                              each CNAM Query received at the SCP where the
                              Calling Name Database resides.

                    2.2.26    "COMMISSION" means the applicable State agency
                              with regulatory authority over Telecommunications.
                              Unless the context otherwise requires, use of the
                              term "COMMISSIONS" means all of the thirteen
                              agencies listed in this Section. The following is
                              a list of the appropriate State agencies:

                              2.2.26.1  THE ARKANSAS PUBLIC SERVICE COMMISSION
                                        (AR-PSC);
                              2.2.26.2  THE PUBLIC UTILITIES COMMISSION OF THE
                                        STATE OF CALIFORNIA (CA-PUC);
                              2.2.26.3  THE CONNECTICUT DEPARTMENT OF PUBLIC
                                        UTILITY CONTROL (CT-DPUC);
                              2.2.26.4  THE ILLINOIS COMMERCE COMMISSION
                                        (IL-CC);
                              2.2.26.5  THE INDIANA UTILITIES REGULATORY
                                        COMMISSION (IN-URC);
                              2.2.26.6  THE KANSAS CORPORATION COMMISSION
                                        (KS-CC);
                              2.2.26.7  THE MICHIGAN PUBLIC SERVICE COMMISSION
                                        (MI-PSC);
                              2.2.26.8  THE MISSOURI PUBLIC SERVICE COMMISSION
                                        (MO-PSC);
                              2.2.26.9  THE PUBLIC UTILITIES COMMISSION OF
                                        NEVADA (NV-PUC);
                              2.2.26.10 THE PUBLIC UTILITIES COMMISSION OF OHIO
                                        (PUC-OH);
                              2.2.26.11 THE OKLAHOMA CORPORATION COMMISSION
                                        (OK-CC);
                              2.2.26.12 THE PUBLIC UTILITY COMMISSION OF TEXAS
                                        (PUC-TX); AND
                              2.2.26.13 THE PUBLIC SERVICE COMMISSION OF
                                        WISCONSIN
<PAGE>

                    2.2.27    "CONSEQUENTIAL DAMAGES" means Losses claimed to
                              have resulted from any indirect, incidental,
                              reliance, special, consequential, punitive,
                              exemplary, multiple or any other Loss, including
                              damages claimed to have resulted from harm to
                              business, loss of anticipated revenues, savings,
                              or profits, or other economic Loss claimed to have
                              been suffered not measured by the prevailing
                              Party's actual damages, and regardless of whether
                              the Parties knew or had been advised of the
                              possibility that such damages could result in
                              connection with or arising from anything said,
                              omitted, or done hereunder or related hereto,
                              including willful acts or omissions.

                    2.2.28    "CUSTOMER USAGE DATA" means the Telecommunications
                              Services usage data of a CLEC End User measured in
                              minutes, sub-minute increments, message units, or
                              otherwise, that is recorded by SBC-13STATE and
                              forwarded to CLEC.

                    2.2.29    "CUSTOM LOCAL AREA SIGNALING SERVICE FEATURES"
                              (CLASS FEATURES) means certain Common Channel
                              Signaling based features available to End Users,
                              including: Automatic Call Back; Call Trace;
                              Distinctive Ringing/Call Waiting; Selective Call
                              Forward; and Selective Call Rejection.

                    2.2.30    "END USERS" means a third-party residence or
                              business that subscribes to Telecommunications
                              Services provided by any of the Parties at retail.
                              As used herein, the term "End Users" does not
                              include any of the Parties to this Agreement with
                              respect to any item or service obtained under this
                              Agreement.

                    2.2.31    "CUSTOMER NAME AND ADDRESS INFORMATION" (CNA)
                              means the name, service address and telephone
                              numbers of a Party's End Users for a particular
                              Exchange Area. CNA includes nonpublished listings,
                              coin telephone information and published listings.

                    2.2.32    "DELAYING EVENT" means (a) any failure of a Party
                              to perform any of its obligations set forth in
                              this Agreement, caused in whole or in part by:

                              2.2.32.1  the failure of the other Party to
                                        perform any of its obligations set forth
                                        in this Agreement, including but not
                                        limited to a Party's failure to provide
                                        the other Party with accurate and
                                        complete Service Orders;


<PAGE>

                              2.2.32.2  any delay, act or failure to act by the
                                        other Party or its End User, agent or
                                        subcontractor; or

                              2.2.32.3  any Force Majeure Event.

                    2.2.33    "DIALING PARITY" is As Defined in the Act. As used
                              in this Agreement, Dialing Parity refers to both
                              Local Dialing Parity and Toll Dialing Parity.

                    2.2.34    "DIGITAL SIGNAL LEVEL" is one of several
                              transmission rates in the time-division multiplex
                              hierarchy.

                              2.2.34.1  "DIGITAL SIGNAL LEVEL O" (DS-0) is
                                        the 64 Kbps zero-level signal in the
                                        time-division multiplex hierarchy.

                              2.2.34.2  "DIGITAL SIGNAL LEVEL 1" (DS-1) is the
                                        1.544 Mbps first-level signal in the
                                        time-division multiplex hierarchy.

                              2.2.34.3  "DIGITAL SIGNAL LEVEL 3" (DS-3) is the
                                        44.736 Mbps third-level signal in the
                                        time-division multiplex hierarchy.

                              2.2.34.4  "DIGITAL SUBSCRIBER LINE" (DSL) is as
                                        defined in the applicable Appendix DSL
                                        and/or the applicable tariff, as
                                        appropriate.

                    2.2.35    "ELECTRONIC FILE TRANSFER" is any system or
                              process that utilizes an electronic format and
                              protocol to send or receive data files.

                    2.2.36    "ENHANCED SERVICE PROVIDER" (ESP) is a provider of
                              enhanced services as those services are defined in
                              47 CFR Section 64.702.

                    2.2.37    "EXCHANGE ACCESS" is As Defined in the Act.

                    2.2.38    "EXCHANGE AREA" means an area, defined by the
                              Commission, for which a distinct local rate
                              schedule is in effect.

                    2.2.39    "EXCHANGE MESSAGE INTERFACE" (EMI) (formerly
                              Exchange Message Record - EMR) is the standard
                              used for exchange of Telecommunications message
                              information among Telecommunications Carriers for
                              billable, non-billable, sample, settlement and
                              study data. EMI format is contained in Telcordia
                              Practice BR-010-200-010, CRIS Exchange Message
                              Record.

                    2.2.40    "EXCHANGE SERVICE" means Telephone Exchange
                              Service, As Defined in the Act.

                    2.2.41    "FCC" means the Federal Communications Commission.

<PAGE>

                    2.2.42    "FOREIGN EXCHANGE" (FX) means a service whereby
                              calls either originated by or delivered to a
                              customer who has purchased FX service from the
                              state or interstate tariffs of either Party. FX
                              also includes, but is not limited to, FX-like
                              services provided by either Party where calls are
                              originated from and/or delivered to numbers which
                              are assigned to a Rate Center within one local
                              calling area but where the Party receiving the
                              call is physically located outside of that local
                              calling area. FX service can be either interLATA
                              or intraLATA. InterLATA FX, where the originating
                              and receiving parties are physically located in
                              different LATAs, is considered equivalent to FGA
                              and the intercarrier compensation mechanism is the
                              same as FGA. IntraLATA FX, when provided by two or
                              more local exchange carriers "LECs", is considered
                              a jointly provided service and meet-point billed
                              by those providing it utilizing a mutually agreed
                              to meet-point billing, or meet-point billing like
                              procedure.

                    2.2.43    "GOVERNMENTAL AUTHORITY" means any federal, state,
                              local, foreign, or international court,
                              government, department, commission, board, bureau,
                              agency, official, or other regulatory,
                              administrative, legislative, or judicial authority
                              with jurisdiction over the subject matter at
                              issue.

                    2.2.44    "GROUP RECORD" means information in LIDB and/or
                              the LIDB administrative system that is common to
                              all telephone numbers in an NPA-NXX or all Special
                              Billing Numbers in an NPA-0/lXX.

                    2.2.45    "INCUMBENT LOCAL EXCHANGE CARRIER" (ILEC) is As
                              Defined in the Act.

                    2.2.46    "INTELLECTUAL PROPERTY" means copyrights, patents,
                              trademarks, trade secrets, mask works and all
                              other intellectual property rights.

                    2.2.47    "INTEGRATED SERVICES DIGITAL NETWORK" (ISDN) means
                              a switched network service that provides
                              end-to-end digital connectivity for the
                              simultaneous transmission of voice and data. Basic
                              Rate Interface-ISDN (BRI-ISDN) provides for a
                              digital transmission of two 64 Kbps bearer
                              channels and one 16 Kbps data channel (2B+D).

                    2.2.48    "INTEREXCHANGE CARRIER" (IXC) means a carrier that
                              provides, directly or indirectly, interLATA or
                              intraLATA Telephone Toll Services.

                    2.2.49    "INTERLATA" is As Defined in the Act.

                    2.2.50    "INTERNET SERVICE PROVIDER" (ISP) is an Enhanced
                              Service Provider that provides Internet Services,
                              and is defined in paragraph 341 of the FCC's First
                              Report and Order in CC Docket No.97-158.
<PAGE>

                    2.2.51    "INTRALATA TOLL TRAFFIC" means the IntraLATA
                              traffic between two locations within one LATA
                              where one of the locations lies outside of the
                              normal local calling area as defined by the
                              applicable Commission.

                    2.2.52    "LIDB EDITOR" means an SCP tool that bypasses the
                              LIDB administrative system and provides emergency
                              access to LIDB for data administration.

                    2.2.53    "LINE INFORMATION DATA BASE" (LIDB) means a
                              transaction-oriented database system that
                              functions as a centralized repository for data
                              storage and retrieval. LIDB is accessible through
                              CCS networks. LIDB contains records associated
                              with End User line numbers and special billing
                              numbers. LIDB accepts queries from other network
                              elements and provides return result, return error,
                              and return reject responses as appropriate.
                              Examples of information that Data Owners might
                              store in LIDB and in their Line Records are: ABS
                              Validation Data, Originating Line Number Screening
                              (OLNS) data, ZIP Code data, and Calling Name
                              Information.

                    2.2.54    "LIDB SERVICE APPLICATIONS" means the query types
                              accepted for access to LIDB information.

                    2.2.55    "LINE RECORD" means information in LIDB and/or the
                              LIDB administrative system that is specific to a
                              single telephone number or Special Billing Number.

                    2.2.56    "LOCAL ACCESS TRANSPORT AREA" (LATA) is As Defined
                              in the Act.

                    2.2.57    "LOCAL EXCHANGE CARRIER" (LEC) is As Defined in
                              the Act.

                    2.2.58    "LOCAL NUMBER PORTABILITY" means the ability of
                              users of Telecommunications Services to retain, at
                              the same location, the presence of a previously
                              existing telephone number(s).

                    2.2.59    "LOCAL SERVICE PROVIDER" (LSP) is the LEC that
                              provides retail local Exchange Service to an End
                              User. The LSP may or may not provide any physical
                              network components to support the provision of
                              that End User's service.

                    2.2.60    "LOSS" or "LOSSES" means any and all losses, costs
                              (including court costs), claims, damages
                              (including fines, penalties, and criminal or civil
                              judgments and settlements), injuries, liabilities
                              and expenses (including attorneys' fees).

                    2.2.61    "NORTH AMERICAN NUMBERING PLAN" (NANP) A numbering
                              architecture in which every station in the NANP
                              Area is identified by a unique ten-digit

<PAGE>

                              address consisting of a three-digit NPA code, a
                              three digit central office code of the form NXX,
                              and a four-digit line number of the form XXXX.

                    2.2.62    "NUMBERING PLAN AREA" (NPA) also called area code.
                              An NPA is the 3-digit code that occupies the A, B,
                              C positions in the 10-digit NANP format that
                              applies throughout the NANP Area. NPAs are of the
                              form NXX, where N represents the digits 2-9 and X
                              represents any digit 0-9. In the NANP, NPAs are
                              classified as either geographic or non-geographic.
                              a) Geographic NPAs are NPAs which correspond to
                              discrete geographic areas within the NANP Area. b)
                              Non-geographic NPAs are NPAs that do not
                              correspond to discrete geographic areas, but which
                              are instead assigned for services with attributes,
                              functionalities, or requirements that transcend
                              specific geographic boundaries. The common
                              examples are NPAs in the N00 format, e.g., 800.

                    2.2.63    "NUMBER PORTABILITY" is As Defined in the Act.

                    2.2.64    "NXX" OR "CENTRAL OFFICE CODE" is the three-digit
                              switch entity indicator that is defined by the
                              fourth through sixth digits of a 10-digit
                              telephone number within the NANP. Each NXX Code
                              contains 10,000 station numbers.

                    2.2.65    "ORDERING AND BILLING FORUM" (OBF) is a forum
                              comprised of local telephone companies and
                              inter-exchange carriers whose responsibility is to
                              create and document Telecommunication industry
                              guidelines and standards.

                    2.2.66    "PARTY" means either CLEC or SBC use of the term
                              "Party" includes each of the ILECs that is a party
                              to this Agreement. "PARTIES" means both CLEC and
                              SBC; use of the term "PARTIES" includes each of
                              the ILECs that is a party to this Agreement.

                    2.2.67    "PERMANENT NUMBER PORTABILITY" (PNP) is a long
                              term method of providing LNP using LRN.

                    2.2.68    "REFERENCE OF CALLS" refers to a process by which
                              calls are routed to an announcement that states
                              the new telephone number of a Customer.

                    2.2.69    SBC COMMUNICATIONS INC. (SBC) means the holding
                              company which owns the following ILECs: Illinois
                              Bell Telephone Company, Indiana Bell Telephone
                              Company Incorporated, Michigan Bell Telephone
                              Company, Nevada Bell Telephone Company, The Ohio
                              Bell Telephone Company, Pacific Bell Telephone
                              Company, The Southern New England Telephone

<PAGE>

                              Company, Southwestern Bell Telephone Company,
                              and/or Wisconsin Bell, Inc. d/b/a Ameritech
                              Wisconsin.

                    2.2.70    SBC-AMERITECH - As used herein, SBC-AMERITECH
                              means the applicable SBC owned ILEC(s) doing
                              business in Illinois, Indiana, Michigan, Ohio, and
                              Wisconsin.

                    2.2.71    SBC-7STATE - As used herein, SBC-7STATE means the
                              applicable SBC owned ILEC(s) doing business in
                              Arkansas, California, Kansas, Missouri, Nevada,
                              Oklahoma, and Texas.

                    2.2.72    SBC-8STATE - As used herein, SBC-8STATE means the
                              applicable SBC owned ILEC(s) doing business in
                              Arkansas, California, Connecticut, Kansas,
                              Missouri, Nevada, Oklahoma, and Texas.

                    2.2.73    SBC-10STATE - As used herein, SBC-10STATE means an
                              the applicable SBC owned ILEC(s) doing business in
                              Arkansas, Illinois, Indiana, Kansas, Michigan,
                              Missouri, Ohio, Oklahoma, Texas, and Wisconsin.

                    2.2.74    SBC-12STATE - As used herein, SBC-12STATE means
                              the applicable SBC owned ILEC(s) doing business in
                              Arkansas, California, Illinois, Indiana, Kansas,
                              Michigan, Missouri, Nevada, Ohio, Oklahoma, Texas,
                              and Wisconsin.

                    2.2.75    SBC-13STATE - As used herein, SBC-13STATE means
                              the applicable SBC owned ILEC(s) doing business in
                              Arkansas, California, Connecticut, Illinois,
                              Indiana, Kansas, Michigan, Missouri, Nevada, Ohio,
                              Oklahoma, Texas, and Wisconsin.

                    2.2.76    "SLEUTH" means an off-line administration system
                              that monitors suspected occurrences of ABS-related
                              fraud.

                    2.2.77    "SPECIAL BILLING NUMBER" SBN means a Line Record
                              in LIDB that is based on an NXX-o/1XX numbering
                              format. NXX-0/lXX numbering formats are similar to
                              NPA-NXX formats except that the fourth digit of an
                              SBN is either a zero (0) or a one (1).

                    2.2.78    "STATE ABBREVIATION" means the following:

                              2.2.78.1  "AR" means Arkansas
                              2.2.78.2  "CA" means California
                              2.2.78.3  "CT" means Connecticut
                              2.2.78.4  "IL" means Illinois
<PAGE>

                              2.2.78.5  "IN" means Indiana
                              2.2.78.6  "KS" means Kansas
                              2.2.78.7  "MV means Michigan
                              2.2.78.8  "MO" means Missouri
                              2.2.78.9  "NV" means Nevada
                              2.2.78.10 "OH" means Ohio
                              2.2.78.11 "OK" means Oklahoma
                              2.2.78.12 "TX" means Texas
                              2.2.78.13 "WI" means Wisconsin

                    2.2.79    SWBT-AR - As used herein, SWBT-AR means the
                              applicable SBC owned ILEC doing business in
                              Arkansas.

                    2.2.80    SWBT-KS - As used herein, SWBT-KS means the
                              applicable SBC owned ILEC doing business in
                              Kansas.

                    2.2.81    SWBT-MO - As used herein, SWBT-MO means the
                              applicable SBC owned ILEC doing business in
                              Missouri.

                    2.2.82    SWBT-OK - As used herein, SWBT-OK means the
                              applicable SBC owned ILEC doing business in
                              Oklahoma.

                    2.2.83    SWBT-TX - As used herein, SWBT-TX means the
                              applicable SBC owned ILEC doing business in Texas.

                    2.2.84    "TAPE LOAD FACILITY" means data entry points at
                              the LIDB administrative system and/or the SCPs
                              where LIDB resides.

                    2.2.85    "TELECOMMUNICATIONS" is As Defined in the Act.

                    2.2.86    "TELECOMMUNICATIONS CARRIER" is As Defined in the
                              Act.

                    2.2.87    "TELECOMMUNICATIONS SERVICE" is As Defined in the
                              Act.

                    2.2.88    "TELEPHONE EXCHANGE SERVICE" is As Defined in the
                              Act.

                    2.2.89    "TELEPHONE TOLL SERVICE" is As Defined in the Act.

                    2.2.90    "TOLL BILLING EXCEPTION SERVICE" (TBE) means a
                              service that allows End Users to restrict third
                              number billing or collect calls to their lines.

                    2.2.91    "TOLL FREE SERVICE" is service provided with any
                              dialing sequence that invokes toll-free, 800-like,
                              service processing, for example for illustration

<PAGE>
                              only, 800 or 800-like services. Toll Free Service
                              includes but is not limited to calls placed to
                              800/888 NPA Service Access Codes (SAC).

                    2.2.92    "TRANSLATION TYPE" means a code in the the
                              Signaling Connection Control Part (SCCP) of the
                              SS7 signaling message. Signal Transfer Points
                              (STPs) use Translation Types to identify the
                              routing table used to route a LIDB query. All LIDB
                              queries that use the same Translation Type are
                              routed to the same LIDB for a particular Line
                              Record or, prior to number portability, for a
                              particular NPA-NXX.

          2.3       DEFINITIONS APPLICABLE SBC-12STATE ONLY

                    2.3.1     "PERMANENT NUMBER PORTABILITY" (PNP) is a database
                              method of providing LNP that is consistent with
                              the Act and complies with the long-term LNP
                              performance criteria set forth in 47 C.F.R.
                              Section 52.3(a).

                    2.3.2     "PLAIN OLD TELEPHONE SERVICE" (POTS) means
                              telephone service for the transmission of human
                              speech.

          2.4       DEFINITIONS APPLICABLE TO SBC-8STATE ONLY

                    2.4.1     "ACCESSIBLE LETTERS" are correspondence used to
                              communicate pertinent information regarding
                              SBC-8STATE to the client/End User community.

          2.5       DEFINITIONS APPLICABLE TO SBC-SWBT ONLY

                    2.5.1     "LINE VALIDATION ADMINISTRATION SYSTEM" (LVAS)
                              means the LIDB administrative system FOR SBC-SWBT.

          2.6       DEFINITIONS APPLICABLE TO SNET ONLY

                    2.6.1     "800 SERIES" is a Telecommunications Service for
                              business or residence that allows calls to be made
                              to a specific location at no charge to the calling
                              party. Use of the "800" Service Access Code (e.g.,
                              800, 888) denotes calls that are to be billed to
                              the receiving party. A computer database in the
                              provider's network translates the 800 series
                              number into a conventional 7 or 10 digit phone
                              number for network switching and routing.

                    2.6.2     "DATABASE ADMINISTRATIVE SERVICE LIDB OPERATING
                              GUIDELINES" (OPERATING GUIDELINES) means the
                              document developed by SNET that provides detailed
                              instructions as to the working parameters of
                              SNET's provision of the LIDB Administrative System
                              to CLEC, as may be updated

<PAGE>

                              by SNET from time to time. SNET shall provide such
                              Operating Guidelines to CLEC upon execution of
                              this Agreement.

                    2.6.3     "LIDB/AS" means the LIDB administrative system for
                              SNET.

          2.7       DEFINITIONS APPLICABLE TO SBC-AMERITECH ONLY

                    2.7.1     "AUTOMATIC ROUTE SELECTION" or "ARS" means a
                              service feature associated with a specific
                              grouping of lines that provides for automatic
                              selection of the least expensive or most
                              appropriate transmission facility for each call
                              based on criteria programmed into the system.

                    2.7.2     "ENHANCED LECLINK" is a customer access service to
                              the national distribution of billing records via
                              Telcordia's Centralized Message Distribution
                              System (CMDS).

          2.8       DEFINITIONS APPLICABLE TO SNET and SBC-AMERITECH ONLY

                    2.8.1     "CENTRALIZED AMA" (CAMA) is an arrangement where
                              the AMA equipment is centralized in, for example,
                              a Tandem and is used by offices that do not have
                              LAMA (Local AMA). The End Office Switch must send
                              ANI digits to the CAMA office for billing a
                              calling subscriber.

3.        INTERPRETATION, CONSTRUCTION AND SEVERABILITY

          3.1       DEFINITIONS

                    3.1.1     For purposes of this Agreement, certain terms have
                              been defined in this Agreement to encompass
                              meanings that may differ from, or be in addition
                              to, the normal connotation of the defined word.
                              Unless the context clearly indicates otherwise,
                              any term defined or used in the singular will
                              include the plural. Whenever the context may
                              require, any pronoun shall include the
                              corresponding masculine, feminine and neuter
                              forms. The words "include," "includes" and
                              "including" shall be deemed to be followed by the
                              phrase "without limitation" and/or "but not
                              limited to". The words "will" and "shall" are used
                              interchangeably throughout this Agreement and the
                              use of either connotes a mandatory requirement.
                              The use of one or the other will not mean a
                              different degree of right or obligation for either
                              Party. A defined word intended to convey its
                              special meaning is capitalized when used. Other
                              terms that are capitalized and not defined in this
                              Agreement will have the meaning in the Act, or in
                              the absence of their inclusion in the Act, their
                              customary usage in the Telecommunications industry
                              as of the Effective Date.
<PAGE>

          3.2       HEADINGS NOT CONTROLLING

                    3.2.1     The headings and numbering of Sections, Parts,
                              Appendices Schedules and Exhibits to this
                              Agreement are for convenience only and shall not
                              be construed to define or limit any of the terms
                              herein or affect the meaning or interpretation of
                              this Agreement.

                    3.2.2     This Agreement incorporates several Appendices
                              which, together with their associated Attachments,
                              Exhibits, Schedules and Addenda, constitute the
                              entire Agreement between the Parties. In order to
                              facilitate use and comprehension of the Agreement,
                              the Appendices may be grouped under broad
                              headings. It is understood that these groupings
                              are for convenience of reference only, and are not
                              intended to limit the applicability that any
                              particular appendix, attachment, exhibit, schedule
                              or addenda may otherwise have.

          3.3       REFERENCED DOCUMENTS

                    3.3.1     Unless the context shall otherwise specifically
                              require, and subject to Section 34, whenever any
                              provision of this Agreement refers to a technical
                              reference, technical publication, CLEC Practice,
                              SBC-13STATE Practice, any publication of
                              telecommunications industry administrative or
                              technical standards, or any other document
                              specifically incorporated into this Agreement
                              (collectively, a "Referenced Instrument"), it will
                              be deemed to be a reference to the then-current
                              version or edition (including any amendments,
                              supplements, addenda, or successors) of each
                              Referenced Instrument that is in effect, and will
                              include the then-current version or edition
                              (including any amendments, supplements, addenda,
                              or successors) of any other Referenced Instrument
                              incorporated by reference therein.

          3.4       REFERENCES

                    3.4.1     References herein to Sections, Paragraphs,
                              Exhibits, Parts, Schedules, and Appendices shall
                              be deemed to be references to Sections, Paragraphs
                              and Parts of, and Exhibits, Schedules and
                              Appendices to, this Agreement unless the context
                              shall otherwise require.

          3.5       TARIFF REFERENCES

                    3.5.1     Wherever any Commission approved tariff provision
                              or rate is cited or quoted herein, it is
                              understood that said cite encompasses any
                              revisions or modifications to said tariff.

<PAGE>

                    3.5.2     Wherever any Commission approved tariff provision
                              or rate is incorporated, cited or quoted herein,
                              it is understood that said incorporation or
                              reference applies only to the entity within the
                              state whose Commission approved that tariff.

          3.6       CONFLICT IN PROVISIONS

                    3.6.1     In the event of a conflict between the provisions
                              of this Agreement and the Act, the provisions of
                              the Act shall govern.

                    3.6.2     If any definitions, terms or conditions in any
                              given Appendix, Attachment, Exhibit, Schedule or
                              Addenda differ from those contained in this
                              Agreement, the definitions, terms or conditions
                              contained in the Appendix, Attachment, Exhibit,
                              Schedule or Addenda will supersede those contained
                              in this Agreement, but only in regard to the
                              services or activities listed in that particular
                              Appendix, Attachment, Exhibit, Schedule or
                              Addenda. In particular, if an Appendix contains a
                              Term length that differs from the Term length in
                              this Agreement, the Term length of that Appendix
                              will control the length of time that services or
                              activities are to occur under that Appendix, but
                              will not affect the Term length of the remainder
                              of this Agreement.

                    3.6.3     In the event of a conflict between any provision
                              in this Agreement and any provision in the
                              DPUC-ordered tariffs covering the services that
                              are the subject of this Agreement with SNET, such
                              DPUC-ordered tariffs will prevail.

          3.7       JOINT WORK PRODUCT

                    3.7.1     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.

          3.8       SEVERABILITY

                    3.8.1     If any provision of this Agreement is rejected or
                              held to be illegal, invalid or unenforceable, each
                              Party agrees that such provision shall be enforced
                              to the maximum extent permissible so as to effect
                              the intent of the Parties, and the validity,
                              legality and enforceability of the remaining
                              provisions of this Agreement shall not in any way
                              be affected or impaired thereby. If necessary to
                              effect the intent of the Parties, the Parties
                              shall negotiate in good faith to amend this
                              Agreement to replace the unenforceable language
                              with enforceable language that reflects such
                              intent as closely as possible.


<PAGE>

                              The Parties negotiated the terms and conditions of
                              this Agreement as a total arrangement and it is
                              intended to be nonseverable.

          3.9       NON-VOLUNTARY PROVISIONS

                    3.9.1     This Agreement incorporates certain rates, terms
                              and conditions that were not voluntarily
                              negotiated by SBC-13STATE, but instead resulted
                              from determinations made in arbitration under
                              Section 252 of the Act or from other requirements
                              of regulatory agencies or state law (individually
                              and collectively, a "Non-Voluntary Arrangement").
                              SBC-13STATE has identified some, but not all, of
                              the Non-Voluntary Arrangements contained in this
                              Agreement, by designating such provisions with
                              asterisks. If any Non-Voluntary Arrangement is
                              modified as a result of any order or finding by
                              the FCC, the appropriate Commission or a court of
                              competent jurisdiction, any Party may, by
                              providing written notice to the other Party,
                              require that any affected Non-Voluntary
                              Arrangement (and any related rates, terms and
                              conditions) be deleted or renegotiated, as
                              applicable, in good faith and this Agreement
                              amended accordingly. If such modifications to this
                              Agreement are not executed within sixty (60) days
                              after the date of such notice, a Party may pursue
                              its rights under Section 19. Within thirty (30)
                              days following receipt of a written request from
                              CLEC, SBC-13STATE will identify any Non-Voluntary
                              Arrangements that may not otherwise be designated
                              such in this Agreement.

                    3.9.2     The Parties acknowledge that the Non-Voluntary
                              Arrangements contained in this Agreement shall not
                              be available in any state other than the state
                              that originally imposed/required such
                              Non-Voluntary Arrangement. By way of example only,
                              the Parties acknowledge that the PUCO's imposition
                              in Ohio of the Minimum Telephone Service Standards
                              (and all terms and conditions relating thereto)
                              shall not apply in or be "portable to" any state
                              other than Ohio.

          3.10      STATE-SPECIFIC RATES, TERMS AND CONDITIONS

                    3.10.1    For ease of administration, this multi-state
                              Agreement contains certain specified rates, terms
                              and conditions that apply only in a designated
                              state. To the extent. that this Agreement contains
                              specified rates, terms and conditions which apply
                              only in a given state, such rates, terms and
                              conditions shall not apply and shall have no
                              effect in any other state(s) to which this
                              Agreement is submitted for approval under Section
                              252(e) of the Act.

                    3.10.2    SUCCESSOR RATES. Certain of the rates, prices and
                              charges set forth in the applicable Appendix
                              Pricing have been established by the appropriate

<PAGE>

                              Commissions in cost proceedings or dockets
                              initiated under or pursuant to the Act. If during
                              the Term that Commission or the FCC changes a
                              rate, price or charge in an order or docket that
                              applies to any of the services available
                              hereunder, the Parties agree to amend this
                              Agreement to incorporate such new rates, prices
                              and charges, with such rates, prices and charges
                              to be effective as of the date specified in such
                              order or docket (including giving effect to any
                              retroactive application, if so ordered). If either
                              Party refuses to execute an amendment to this
                              Agreement within sixty (60) days after the date of
                              such order or docket, the other Party may pursue
                              its rights under Section 15.

          3.11      Scope of Obligations

                    3.11.1    Notwithstanding anything to the contrary contained
                              herein, SBC-13STATE's obligations under this
                              Agreement shall apply only to:

                              3.11.1.1  the specific operating area(s) or
                                        portion thereof in which SBC-13 STATE is
                                        then deemed to be the ILEC under the Act
                                        (the "ILEC Territory"), and

                              3.11.1.2  assets that SBC-13STATE owns or leases
                                        and which are used in connection with
                                        SBC-13STATE's provision to CLEC of any
                                        services for resale provided or
                                        contemplated under this Agreement, the
                                        Act or any tariff or ancillary agreement
                                        referenced herein (individually and
                                        collectively, the "ILEC Assets").

4.        DESCRIPTION AND CHARGES FOR SERVICES

          4.1       A list of Telecommunications Services currently available
                    for resale at the wholesale discount rate set by the
                    appropriate Commission is set forth in Appendix Pricing.
                    Except as otherwise expressed herein, consistent with SBC
                    13STATE's obligation under Section 251(c)(4)(A) of the Act
                    and any other applicable limitations or restrictions, CLEC
                    may resell other Telecommunications Services offered at
                    retail by SBC-13STATE at the discount set forth in the
                    Appendix Pricing.

          4.2       SBC-13STATE will offer products and services to CLEC for
                    resale pursuant to relevant decisions of the appropriate
                    Commission.

          4.3       Telecommunications Services will be offered by SBC-13STATE
                    to CLEC for resale on terms and conditions that are
                    reasonable and nondiscriminatory.


<PAGE>

5.        GENERAL RESPONSIBILITIES OF THE PARTIES

          5.1       At all times during the Term, each Party shall keep and
                    maintain in force at each Party's expense all insurance
                    required by Applicable Law (e.g. workers' compensation
                    insurance) as well as general liability insurance in the
                    amount of (at least) $10,000,000 for personal injury or
                    death to any one person, property damage resulting from any
                    one incident, and automobile liability with coverage for
                    bodily injury and for property damage. Upon request from the
                    other Party, each Party shall provide to the other Party
                    evidence of such insurance (which may be provided through a
                    program of self-insurance). This Section 5.1 is a general
                    statement of insurance requirements and shall be in addition
                    to any specific requirement of insurance referenced
                    elsewhere in this Agreement or a Referenced Instrument.

          5.2       The Parties acknowledge that calls will be placed to local
                    service accounts of Third Parties. To ensure that these
                    calls are properly accounted for and billed to the
                    appropriate local service account of such Third Parties, the
                    Parties have established clearinghouse procedures to
                    accomplish these objectives by various appendices to this
                    Agreement.

          5.3       In the event that CLEC makes any corporate name change
                    (including addition or deletion of a d/b/a), change in
                    OCN/AECN, or makes or accepts a transfer or assignment of
                    interconnection trunks or facilities (including leased
                    facilities), or a change in any other CLEC identifier
                    (collectively, a "CLEC Change"), CLEC shall submit
                    written notice to SBC-13STATE within thirty (30) days of
                    the first action taken to implement such CLEC Change.
                    Within thirty (30) days following receipt of that notice,
                    the Parties shall negotiate rates to compensate
                    SBC-13STATE for the costs to be incurred by SBC-13STATE
                    to make the CLEC Change to the applicable SBC-13STATE
                    databases, systems, records and/or recording
                    announcement(s) for CLEC branded/repair calls. In
                    addition, CLEC shall compensate SBC-13STATE for any
                    service order charges and/or service request charges
                    associated with such CLEC Change. SBC-13STATE's agreement
                    to implement a CLEC Change is conditioned upon CLEC's
                    agreement to pay all reasonable charges billed to CLEC
                    for such CLEC Change.

          5.4       Each Party shall be responsible for labor relations with
                    its own employees. Each Party agrees to notify the other
                    Party as soon as practicable whenever such Party has
                    knowledge that a labor dispute concerning its employees is
                    delaying or threatens to delay such Party's timely
                    performance of its obligations under this Agreement and
                    shall endeavor to minimize impairment of service to the
                    other Party (for example, by using its management personnel
                    to perform work or by other means) in the event of a labor
                    dispute to the extent permitted by Applicable Law.


<PAGE>

          5.5       Each Party shall act in good faith in its performance under
                    this Agreement and, in each case in which a Party's consent
                    or agreement is required or requested hereunder, such Party
                    shall not unreasonably withhold or delay such consent or
                    agreement.

6.        EFFECTIVE DATE, TERM, AND TERMINATION

          6.1       This Effective Date of this Agreement shall be ten (10)
                    calendar days after the Commission approves this Agreement
                    under Section 252(e) of the Act or, absent such Commission
                    approval, the date this Agreement is deemed approved under
                    Section 252(e)(4) of the Act.

          6.2       The term of this Agreement shall commence upon the Effective
                    Date of this Agreement and shall expire on May 11, 2001 (the
                    "TERM"). Absent the receipt by one Party of written notice
                    from the other Party at least within 180 days prior to the
                    expiration of the Term to the effect that such Party does
                    not intend to extend the Term, this Agreement shall remain
                    in full force and effect on and after the expiration of the
                    Term until terminated by either Party pursuant to Section
                    6.3 or 6.4.

          6.3       Notwithstanding any other provision of this Agreement,
                    either Party may terminate this Agreement and the provision
                    of any Interconnection, Resale Services, Network Elements,
                    functions, facilities, products or services provided
                    pursuant to this Agreement, at the sole discretion of the
                    terminating Party, in the event that the other Party fails
                    to perform a material obligation or breaches a material term
                    of this Agreement and the other Party fails to cure such
                    nonperformance or breach within forty-five (45) calendar
                    days after written notice thereof. Any termination of this
                    Agreement pursuant to this Section 6.3 shall take effect
                    immediately upon delivery of written notice to the other
                    Party that it failed to cure such nonperformance or breach
                    within forty-five (45) calendar days after written notice
                    thereof.

          6.4       If pursuant to Section 6.2, this Agreement continues in full
                    force and effect after the expiration of the Term, either
                    Party may terminate this Agreement after delivering written
                    notice to the other Party of its intention to terminate this
                    Agreement, subject to Sections 6.5 and 6.6. Neither Party
                    shall have any liability to the other Party for termination
                    of this Agreement pursuant to this Section 6.4 other than
                    its obligations under Sections 6.5 and 6.6.

          6.5       Upon termination or expiration of this Agreement in
                    accordance with Sections 6.2, 6.3 or 6.4:

                    6.5.1   Each Party shall continue to comply with its
                            obligations set forth in Section 46; and

<PAGE>

                    6.5.2     Each Party shall promptly pay all amounts owed
                              under this Agreement or place any Disputed Amounts
                              into an escrow account that complies with Section
                              9.3 hereof;

                    6.5.3     Each Party's confidentiality obligations shall
                              survive; and

                    6.5.4     Each Party's indemnification obligations shall
                              survive.

          6.6       If either Party serves notice of expiration pursuant to
                    Section 6.2 or Section 6.4, CLEC shall have ten (10) days to
                    provide SBC-13STATE written confirmation if CLEC wishes to
                    pursue a successor agreement with SBC-13STATE or terminate
                    its agreement. CLEC shall identify the action to be taken on
                    each applicable (13) state(s). If CLEC wishes to pursue a
                    successor agreement with SBC-13STATE, CLEC shall attach to
                    its written confirmation or notice of
                    expiration/termination, as applicable, a written request to
                    commence negotiations with SBC-13STATE under Sections
                    251/252 of the Act and identify each of the state(s) the
                    successor agreement will cover. Upon receipt of CLEC's
                    Section 252(a)(1) request, the Parties shall commence good
                    faith negotiations on a successor agreement

          6.7       The rates, terms and conditions of this Agreement shall
                    continue in full force and effect until the earlier of (i)
                    the effective date of its successor agreement, whether such
                    successor agreement is established via negotiation,
                    arbitration or pursuant to Section 252(i) of the Act; or
                    (ii) the date that is ten (10) months after the date on
                    which SBC-13STATE received CLEC's Section 252(a)(1) request;
                    provided, however, when a successor agreement becomes
                    effective, the terms, rates and charges of such successor
                    Agreement shall apply retroactively back to the date this
                    Agreement is terminated or expires, whichever is later, and
                    that the retroactive true-up shall be completed within
                    90 days following the effective date of such successor
                    Agreement.

          6.8       If at any time during the Section 252(a)(1) negotiation
                    process (prior to or after the expiration date or
                    termination date of this Agreement), CLEC withdraws its
                    Section 252(a)(1) request, CLEC must include in its notice
                    of withdrawal a request to adopt a successor agreement under
                    Section 252(i) of the Act or affirmatively state that CLEC
                    does not wish to pursue a successor agreement with
                    SBC-13STATE for a given state. The rates, terms and
                    conditions of this Agreement shall continue in full force
                    and effect for a period of ninety (90) days after the date
                    CLEC provides notice of withdrawal of its Section 252(a)(1)
                    request. On the ninety-first (91) day following
                    SBC-13STATE's receipt of CLEC's notice of withdrawal of its
                    Section 252(a)(1) request, unless CLEC provided SBC-13STATE
                    notice of a Section 252(i) adoption in the interim, the
                    Parties shall, subject to Section 6.5, have no further
                    obligations under this Agreement.

<PAGE>

          6.9       If CLEC does not affirmatively state that it wishes to
                    pursue a successor agreement with SBC-13STATE in its, as
                    applicable, notice of expiration or termination or the
                    written confirmation required after receipt of SBC-13STATE's
                    notice of expiration or termination, then the rates, terms
                    and conditions of this Agreement shall continue in full
                    force and effect for a period of ninety (90) days after the
                    date CLEC provided or received notice of expiration or
                    termination. On the ninety-first (91) day following CLEC
                    provided or received notice of expiration or termination,
                    the Parties shall, subject to Section 6.5, have no further
                    obligations under this Agreement.

          6.10      In the event of termination of this Agreement pursuant to
                    Section 6.9, SBC-13STATE and CLEC shall cooperate in good
                    faith to effect an orderly transition of service under this
                    Agreement; provided that CLEC shall be solely responsible
                    (from a financial, operational and administrative
                    standpoint) to ensure that its End Users have been
                    transitioned to a new LEC by the expiration date,
                    termination date of this Agreement.

7.        FRAUD BY END USER(S)

          7.1       SBC-13STATE shall not be liable to CLEC for any fraud
                    associated with CLEC's End Users' accounts, including 1+
                    IntraLATA toll, ported numbers, and Alternate Billing
                    Service (ABS). ABS is a service that allows a customer to
                    bill calls to account(s) that might not be associated with
                    the originating line. There are three types of ABS calls:
                    calling card, collect, and third number billed calls.

          7.2       The Parties agree to cooperate with one another to
                    investigate, minimize, and take corrective action in cases
                    of fraud involving 1+ IntraLATA toll calls, ABS, and ported
                    numbers. The Parties' fraud minimization procedures are to
                    be cost-effective and implemented so as not to unduly burden
                    or harm one Party as compared with the other.

          7.3       In cases of suspected fraudulent activity by an End User, at
                    a minimum, the cooperation referenced in Section 20.2 will
                    include providing to the other Party, upon request,
                    information concerning End Users who terminate services
                    furnished by that Party without paying all outstanding
                    charges. The Party seeking such information is responsible
                    for securing the End User's permission to obtain such
                    information.

          7.4       SBC-AMERITECH, SBC-SWBT, PACIFIC AND SNET will provide
                    notification messages to CLEC on suspected occurrences of
                    ABS-related fraud on CLEC accounts stored in the applicable
                    LIDB. PACIFIC will provide such alert messages by e-mail.
                    SBC-AMERITECH, SBC-SWBT AND SNET WILL provide via fax.

<PAGE>

                    7.4.1     SWBT (ON BEHALF OF ITSELF AND SNET) AND PACIFIC
                              will use a Sleuth system to determine suspected
                              occurrences of ABS-related fraud for CLEC using
                              the same criteria SWBT AND PACIFIC use to monitor
                              fraud on their respective accounts.

                    7.4.2     CLEC understands that Sleuth alerts only identify
                              potential occurrences of fraud. CLEC understands
                              and agrees that it will need to perform its own
                              investigations to determine whether a fraud
                              situation actually exists. CLEC understands and
                              agrees that it will also need to determine what,
                              if any, action CLEC should take as a result of a
                              Sleuth alert.

                    7.4.3     The Parties will provide contact names and numbers
                              to each other for the exchange of Sleuth alert
                              notification information twenty-four (24) hours
                              per day seven (7) days per week.

                    7.4.4     For each alert notification provided to CLEC, CLEC
                              may request a corresponding thirty-day (30-day)
                              historical report of ABS-related query processing.
                              CLEC may request up to three reports per alert.

          7.5       In SBC-SWBT AND PACIFIC, ABS-related alerts are provided to
                    CLEC at no additional charge, except as set forth in Section
                    7.6.

          7.6       In PACIFIC, 1+ IntraLATA toll fraud alerts are offered for
                    Resale only under the product name Traffic Alert Referral
                    Service (TARS). For TARS, CLEC agrees to pay a recurring
                    usage rate as outlined in Appendix Pricing.

                    7.6.1     Traffic Alert Referral Service

                              7.6.1.1   Traffic Alert Referral Service ("TARS")
                                        is a service that monitors traffic
                                        patterns associated with a CLEC's resold
                                        lines. On no less than thirty (30)
                                        calendar days written notice, CLEC may
                                        order PACIFIC's TARS. In providing TARS
                                        to CLEC, PACIFIC notifies CLEC of
                                        traffic abnormalities that indicate the
                                        possible occurrence of intraLATA fraud
                                        and furnishes to CLEC information on all
                                        1+ alerts. CLEC understands and agrees
                                        that PACIFIC will use electronic mail to
                                        provide such information and that such
                                        information will only be available via
                                        electronic mail at the present time. It
                                        is the responsibility of CLEC to provide
                                        PACIFIC with the correct email address.
                                        Information will be provided on a
                                        per-alert basis and will be priced on a
                                        per-alert basis. PACIFIC grants to CLEC
                                        a non-exclusive right to use the TARS
                                        information provided by PACIFIC. CLEC
                                        will not permit anyone but its duly
                                        authorized employees or agents to
                                        inspect or use this information. CLEC
<PAGE>

                                        agrees to pay PACIFIC a recurring usage
                                        rate as set forth in Appendix Pricing in
                                        the "Other (RESALE)" category listed as
                                        "Traffic Alert Referral Service."

                              7.6.1.2   CLEC shall be liable for all fraud
                                        associated with any resale service to
                                        which it subscribes. PACIFIC takes no
                                        responsibility, will not investigate,
                                        and will make no adjustments to CLEC's
                                        account(s) in cases of fraud or any
                                        other related End User dispute.

                              7.6.1.3   In addition to any other indemnity
                                        obligations in this Agreement or any
                                        Appendix attached hereto, PACIFIC shall
                                        not be liable for any damages to CLEC or
                                        to any other person or entity for
                                        PACIFIC's actions or the conduct of its
                                        employees in providing TARS to CLEC.
                                        CLEC shall indemnify, defend, and hold
                                        PACIFIC harmless from any and all
                                        claims, lawsuits, costs, damages,
                                        liabilities, losses, and expenses,
                                        including reasonable attorney fees,
                                        resulting from or in connection with
                                        CLEC's use of PACIFIC's TARS, except
                                        when such claims, lawsuits, costs,
                                        damages, liabilities, losses, or
                                        expenses are proximately caused by the
                                        willful misconduct or gross negligence
                                        of PACIFIC or its employees.

8.        DEPOSITS (SBC-12STATE)

          8.1       The deposit requirements set forth in this Section 8 apply
                    to the services furnished by SBC-12STATE under this
                    Agreement.

          8.2       If CLEC has not established a minimum of twelve (12)
                    consecutive months good credit history with all telephone
                    company affiliates of SBC (that is, AMERITECH, NEVADA,
                    PACIFIC, SNET and SWBT) where CLEC is doing or has done
                    business as a local service provider, CLEC shall remit an
                    initial cash deposit to SBC-12STATE prior to the furnishing
                    of services in each state covered by this Agreement. The
                    deposit required by the previous sentence shall be
                    determined as follows:

                    8.2.1     for NEVADA, PACIFIC and SWBT, if immediately prior
                              to the Effective Date, CLEC was not operating as a
                              Local Service Provider in a state covered by this
                              Agreement, the initial deposit for that state
                              shall be in the amount of $17,000; or

                    8.2.2     for NEVADA, PACIFIC and SWBT, if immediately prior
                              to the Effective Date, CLEC was operating as a
                              Local Service Provider in a state

<PAGE>

                              covered by this Agreement, the deposit for that
                              state shall be in the amount calculated using the
                              method set forth in Section 8.7 of this Agreement;
                              or

                    8.2.3     for SBC-AMERITECH, subject to external credit
                              check verification and/or financial statement
                              review, SBC-AMERITECH may require two (2) to four
                              (4) months of projected average monthly billings
                              as a deposit.

                    8.2.4     If CLEC has established a minimum of twelve (12)
                              consecutive months good credit history with all
                              ILEC Affiliates of SBC (that is, AMERITECH,
                              NEVADA, PACIFIC, SNET and SWBT) with which CLEC is
                              doing or has done business as a Local Service
                              Provider, SBC-12STATE shall waive the initial
                              deposit requirement; PROVIDED, HOWEVER, that the
                              terms and conditions set forth in Section 8.1
                              through Section 8.10 of this Agreement shall
                              continue to apply in each state for the Term. In
                              determining whether CLEC has established a minimum
                              of twelve (12) consecutive months good credit
                              history with each ILEC Affiliate of SBC with which
                              CLEC is doing or has done business, CLEC's payment
                              record with each ILEC Affiliate of SBC for the
                              most recent twelve (12) months occurring within
                              the twenty-four (24) month period immediately
                              prior to the Effective Date shall be considered.

          8.3       Any cash deposit for one state shall be held by SBC-12STATE
                    as a guarantee of payment of charges billed to CLEC,
                    provided, however, SBC-12STATE may exercise its right to
                    credit any cash deposit to CLEC's account upon the
                    occurrence of any one of the following events:

                    8.3.1     when SBC-12STATE sends CLEC the second delinquency
                              notification for that state during the most recent
                              twelve (12) months; or

                    8.3.2     when SBC-12STATE suspends CLEC's ability to
                              process orders in accordance with Section
                              10.5.1.1 or 10.6.1.1, as applicable; or

                    8.3.3     when CLEC files for protection under the
                              bankruptcy laws; or

                    8.3.4     when an involuntary petition in bankruptcy is
                              filed against CLEC and is not dismissed within
                              sixty (60) days; or

                    8.3.5     when this Agreement expires or terminates; or

                    8.3.6     during the month following the expiration of
                              twelve (12) months after that cash deposit was
                              remitted, SBC-12STATE shall credit any cash
                              deposit to CLEC's account so long as CLEC has not
                              been sent more than one delinquency notification
                              letter for that state during the most recent
                              twelve (12) months.

<PAGE>

                    8.3.7     For the purposes of this Section 8.3, interest
                              will be calculated as specified Section 9.1.4.1
                              through 9.1.4.3 and shall be credited to CLEC's
                              account at the time that the cash deposit is
                              credited to CLEC's account.

          8.4       So long as CLEC maintains timely compliance with its payment
                    obligations, SBC-12STATE will not increase the deposit
                    amount required. If CLEC fails to maintain timely compliance
                    with its payment obligations, SBC-12STATE reserves the
                    right to require additional deposit(s) in accordance with
                    Section 8.5 through Section 8.10, inclusive.

          8.5       If during the first six (6) months of operations in a state
                    under this Agreement, CLEC has been sent one delinquency
                    notification letter by SBC-12STATE, the deposit amount for
                    that state shall be re-evaluated based upon CLEC's actual
                    billing totals and shall be increased if CLEC's actual
                    billing average:

                    8.5.1     for NEVADA, PACIFIC or SWBT for a two (2) month
                              period exceeds the deposit amount held; or

                    8.5.2     for AMERITECH for a two (2) to four (4) month
                              period exceeds the deposit amount held.

          8.6       Throughout the Term, any time CLEC has been sent two (2)
                    delinquency notification letters for any one state by
                    SBC-12STATE, the deposit amount for that state shall be
                    re-evaluated based upon CLEC's actual billing totals and
                    shall be increased if CLEC's actual billing average:

                    8.6.1     or NEVADA, PACIFIC or SWBT for a two (2) month
                              period exceeds the deposit amount held; or

                    8.6.2     for AMERITECH for a two (2) to four (4) month
                              period exceeds the deposit amount held.

          8.7       Whenever a deposit is re-evaluated as specified in Section
                    8.5 or Section 8.6, such deposit shall be calculated in an
                    amount equal to the average billing to CLEC for that state
                    for a two (2) to four (4) month period. The most recent
                    three (3) months billing on all of CLEC's CBAs/ESBAs/ASBS
                    ("CBA" is utilized in SWBT only; "ESBA" is utilized in
                    PACIFIC and NEVADA only; "ASBS" is utilized in AMERITECH
                    only) and BANs for services furnished within that state
                    shall be used to calculate CLEC's monthly average.

                    8.7.1     In SBC-7STATE only, after calculating the amount
                              equal to the average billing to CLEC for that
                              state for a two (2) month period, add the amount
                              of any charges that would be applicable to
                              transfer all of CLEC's then-existing End-Users of
                              resale services to SBC-7STATE in the event of
<PAGE>

                              CLEC's disconnection for non-payment of charges.
                              The resulting sum is the amount of the deposit.

          8.8       Whenever a deposit is re-evaluated as specified in Section
                    8.5 and Section 8.6, CLEC shall remit the additional deposit
                    amount to SBC-12STATE within thirty (30) calendar days of
                    receipt of written notification from SBC-12STATE requiring
                    such deposit. If CLEC fails to furnish the required deposit
                    within thirty (30) calendar days of receipt of written
                    notice requesting such deposit, SBC-12STATE shall begin the
                    process set forth in Section 10.2. If CLEC continues to fail
                    to furnish the required deposit at the expiration of the
                    fourteen (14) calendar days specified in Section 10.2, then
                    SBC-12STATE shall begin the procedure(s) set forth in
                    Sections 10.5.1 and 10.6. 1, as appropriate for the state.

          8.9       This cash deposit requirement may be satisfied in whole or
                    in part with an irrevocable bank letter of credit acceptable
                    to SBC-12STATE. No interest shall be paid by SBC-12STATE for
                    any portion of the deposit requirement satisfied by an
                    irrevocable bank letter of credit. SBC-12STATE may demand
                    payment from the issuing bank of any irrevocable bank letter
                    of credit upon the occurrence of any of the events listed in
                    Section 8.3.1 through 8.3.5 hereof

          8.10      The fact that SBC-12STATE holds either a cash deposit or
                    irrevocable bank letter of credit does not relieve CLEC from
                    timely compliance with its payment obligations under this
                    Agreement.

          8.11      For Deposit requirements for SNET, see the applicable DPUC
                    ordered tariff.

9.        BILLING AND PAYMENT OF CHARGES

          9.1       Unless otherwise stated, SBC-13STATE will render monthly
                    bill(s) to CLEC for services provided hereunder at the rates
                    set forth in the applicable Appendix Pricing, as set forth
                    in applicable tariffs or other documents specifically
                    referenced herein and, as applicable, as agreed upon by the
                    Parties or authorized by a Party.

                    9.1.1     Remittance in FULL of all bills rendered by
                              SBC-AMERITECH, SBC-SWBT AND PACIFIC IS due within
                              thirty (30) days of each bill date (the "BILL DUE
                              DATE") and shall be paid in accordance with the
                              terms of Section 9.2 of this Agreement.

                    9.1.2     Remittance in full of all bills rendered by NEVADA
                              is due in accordance with the terms set forth in
                              the Commission C2-A Tariff, with the date on which
                              amounts are due referred to herein as the "BILL
                              DUE DATE".

                    9.1.3     Remittance in fall of all bills rendered by SNET
                              is due in accordance with the terms set forth in
                              the Connecticut Access Service Tariff approved by
<PAGE>

                              the DPUC, with the date on which amounts are due
                              referred to herein as the "Bill DUE DATE".

                    9.1.4     If CLEC fails to remit payment for any charges for
                              services by the Bill Due Date, or if a payment or
                              any portion of a payment is received from CLEC
                              after the Bill Due Date, or if a payment or any
                              portion of a payment is received in funds which
                              are not immediately available to SBC-13STATE as of
                              the Bill Due Date (individually and collectively,
                              "PAST DUE"), then a late payment charge shall be
                              assessed as provided in Sections 9.1.4.1 through
                              9.1.4.3, as applicable.

                              9.1.4.1   If any charge incurred under this
                                        Agreement that is billed out of any
                                        SBC-8STATE billing system other than the
                                        SBC-SWBT Customer Records Information
                                        System (CRIS) is Past Due, the unpaid
                                        amounts shall bear interest from the
                                        Bill Due Date until paid at the lesser
                                        of (i) the rate used to compute the Late
                                        Payment Charge in the applicable
                                        SBC-8STATE intrastate access services
                                        tariff in that state and (ii) the
                                        highest rate of interest that may be
                                        charged under Applicable Law, compounded
                                        daily from the Bill Due Date to and
                                        including the date that the payment is
                                        actually made and available.

                              9.1.4.2   If any charge incurred under this
                                        Agreement that is billed out of
                                        SBC-SWBT'S CRIS is Past Due, the unpaid
                                        amounts shall bear interest from the
                                        Bill Due Date until paid. The interest
                                        rate applied to SBC-SWBT CRIS-billed
                                        Past Due unpaid amounts shall be the
                                        lesser of (i) the rate used to compute
                                        the Late Payment Charge contained in the
                                        applicable SBC-SWBT intrastate retail
                                        Commission-approved tariff governing
                                        Late Payment Charges to SBC-SWBT'S
                                        retail End Users that are business End
                                        Users in that state and (ii) the highest
                                        rate of interest that may be charged
                                        under Applicable Law, compounded daily
                                        from the Bill Due Date to and including
                                        the date that the payment is actually
                                        made and available.

                              9.1.4.3   If any charge incurred under this
                                        Agreement that is billed out of any
                                        SBC-AMERITECH billing system is Past
                                        Due, the unpaid amounts shall accrue
                                        interest from the Due Date at the lesser
                                        of (i) one and one-half percent (1 1/2%)
                                        per month and (ii) the highest rate of
                                        interest that may be charged under
                                        Applicable Law, compounded daily from
                                        the Bill Due Date to and including the
                                        date that the payment is actually made
                                        and available.
<PAGE>

          9.2       CLEC shall make all payments to SBC-12STATE via electronic
                    funds credit transfers through the Automated Clearing House
                    Association (ACH) network to the financial institution
                    designated by SBC-12STATE. Remittance information will be
                    communicated together with the funds transfer via the ACH
                    network. CLEC shall use the CCD+ or the CTX transaction set.
                    CLEC and SBC-12STATE shall abide by the National Automated
                    Clearing House Association (NACHA) Rules and Regulations.
                    Each ACH credit transfer shall be received by SBC-12STATE no
                    later than the Bill Due Date of each bill or Late Payment
                    Charges will apply. SBC-12STATE shall not be liable for any
                    delays in receipt of funds or errors in entries caused by
                    CLEC or Third Parties, including CLEC's financial
                    institution. CLEC is responsible for its own banking fees.

                    9.2.1     CLEC shall make all payments to SNET in
                              "immediately available funds." All payments to
                              SNET shall be made using one of the methods set
                              forth in the Connecticut Access Service Tariff
                              approved by the CT-DPUC or via electronic funds
                              credit transfers through the Automated Clearing
                              House Association (ACH) network to the financial
                              institution designated by SNET. If CLEC makes
                              payment through funds transfer via the ACH
                              network, remittance information will be
                              communicated together with the funds transfer via
                              the ACH network. If CLEC makes payment through
                              funds transfer via the ACH network, CLEC shall use
                              the CCD+ or the CTX transaction set. CLEC and SNET
                              shall abide by the National Automated Clearing
                              House Association (NACHA) Rules and Regulations.
                              Each payment shall be received by SNET no later
                              than the Bill Due Date of each bill or Late
                              Payment Charges will apply. SNET shall not
                              be liable for any delays in receipt of funds or
                              errors in entries caused by CLEC or Third Parties,
                              including CLEC's financial institution. CLEC is
                              responsible for its own banking fees.

          9.3       If any portion of an amount due to SBC-13STATE for services
                    furnished under this Agreement is subject to a bona fide
                    dispute, CLEC shall, prior to the Bill Due Date, give
                    written notice to SBC-13STATE of the amounts it disputes
                    ("Disputed Amounts") and include in such written notice the
                    specific details and reasons for disputing each item, as
                    listed in Section 18.4.1. CLEC shall pay when due (i) all
                    undisputed amounts, and (ii) all Disputed Amounts into an
                    interest bearing escrow account with a Third Party escrow
                    agent mutually agreed upon by the Parties. To be acceptable,
                    the Third Party escrow agent must meet all of the following
                    criteria:

                    9.3.1     The financial institution proposed as the Third
                              Party escrow agent must be located within the
                              continental United States;

                    9.3.2     The financial institution proposed as the Third
                              Party escrow agent may not be an Affiliate of
                              either Party; and
<PAGE>

                    9.3.3     The financial institution proposed as the Third
                              Party escrow agent must be authorized to handle
                              Automatic Clearing House (ACH) (credit
                              transactions) (electronic funds) transfers.

                    9.3.4     In addition to the foregoing requirements for the
                              Third Party escrow agent, CLEC and the financial
                              institution proposed as the Third Party escrow
                              agent must agree that the escrow account will meet
                              all of the following criteria:

                              9.3.4.1   The escrow account must be an interest
                                        bearing account;

                              9.3.4.2   All charges associated with opening and
                                        maintaining the escrow account will be
                                        borne by CLEC;

                              9.3.4.3   That none of the funds deposited into
                                        the escrow account or the interest
                                        earned thereon may be subjected to the
                                        financial institution's charges for
                                        serving as the Third Party escrow agent;

                              9.3.4.4   All interest earned on deposits to the
                                        escrow account shall be disbursed to the
                                        Parties in the same proportion as the
                                        principal; and

                              9.3.4.5   Disbursements from the escrow account
                                        shall be limited to those:

                                        9.3.4.5.1 authorized in writing by both
                                                  CLEC and SBC-13STATE (that is,
                                                  signature(s) from
                                                  representative(s) of CLEC only
                                                  are not sufficient to properly
                                                  authorize any disbursement);
                                                  or

                                        9.3.4.5.2 made in accordance with the
                                                  final, non-appealable order of
                                                  the arbitrator appointed
                                                  pursuant to the provisions of
                                                  Section 15.7; or

                                        9.3.4.5.3 made in accordance with the
                                                  final, non-appealable order of
                                                  the court that had
                                                  jurisdiction to enter the
                                                  arbitrator's award pursuant to
                                                  Section 15.7.

          9.4       Disputed Amounts in escrow shall be subject to Late Payment
                    Charges as set forth in Section 9.1.

          9.5       Issues related to Disputed Amounts shall be resolved in
                    accordance with the procedures identified in the Dispute
                    Resolution provisions set forth in Section 15.

<PAGE>

          9.6       If CLEC disputes any charges for services furnished under
                    this Agreement and any portion of the dispute is resolved in
                    favor of CLEC, the Parties shall cooperate to ensure that
                    all of the following actions are taken:

                    9.6.1     SBC-13STATE shall credit the invoice of CLEC for
                              that portion of the Disputed Amounts resolved in
                              favor of CLEC, together with any Late Payment
                              Charges assessed with respect thereto no later
                              than the second Bill Due Date after the resolution
                              of the Dispute;

                    9.6.2     within fifteen (15) calendar days after resolution
                              of the Dispute, the portion of the escrowed
                              Disputed Amounts resolved in favor of CLEC shall
                              be released to CLEC, together with any accrued
                              interest thereon;

                    9.6.3     within. fifteen (15) calendar days after
                              resolution of the Dispute, the portion of the
                              Disputed Amounts resolved in favor of SBC-13STATE
                              shall be released to SBC-13STATE, together with
                              any accrued interest thereon; and

                    9.6.4     no later than the third Bill Due Date after the
                              resolution of the dispute regarding the Disputed
                              Amounts, CLEC shall pay SBC-13STATE the difference
                              between the amount of accrued interest SBC-13STATE
                              received from the escrow disbursement and the
                              amount of Late Payment Charges SBC-13STATE is
                              entitled to receive pursuant to Section 9. 1.

          9.7       Failure by CLEC to pay any charges determined to be owed to
                    SBC-13STATE within the time specified in Section 9.6 shall
                    be grounds for termination of this Agreement.

          9.8       Exchange of Billing Message Information

                    9.8.1     SBC-13 STATE will provide CLEC a specific Daily
                              Usage File ("DUF" OR "USAGE EXTRACT") for usage
                              sensitive services furnished hereunder ("CUSTOMER
                              USAGE DATA"). Such Customer Usage Data shall be
                              provided by SBC-13STATE in accordance with
                              Exchange Message Interface (EMI) guidelines
                              supported by OBF. Any exceptions to the supported
                              formats will be noted in the DUF implementation
                              requirements documentation for each ILEC. The DUF
                              shall include (i) specific daily usage, including
                              both Local Traffic (if and where applicable) and
                              LEC-carried IntraLATA Toll Traffic, in EMI format
                              for usage sensitive services furnished in
                              connection with each service to the extent that
                              similar usage sensitive information is provided to
                              retail End Users of SBC-13STATE within that state,
                              (ii) with sufficient detail to enable CLEC to bill
                              its End Users for usage sensitive services
                              furnished by SBC-13STATE in connection with
                              services furnished by SBC-13STATE under this
<PAGE>
                              Agreement. Procedures and processes for
                              implementing the interfaces with SBC-AMERITECH,
                              PACIFIC, NEVADA , SNET , and SBC-SWBT will be
                              included in implementation requirements
                              documentation.

                    9.8.2     To establish file transmission for the DUF, CLEC
                              must provide a separate written request for each
                              state to SBC-AMERITECH, PACIFIC, NEVADA, SNET AND,
                              SBC-SWBT no less than sixty (60) calendar days
                              prior to the desired first transmission date for
                              each file.

                    9.8.3     Call detail for LEC-carried calls that are
                              alternately billed to CLEC End Users will be
                              forwarded to CLEC as rated call detail on the DUF

                    9.8.4     SBC-SWBT shall bill CLEC for DUF furnished by
                              SBC-SWBT in accordance with the price(s) provided
                              in the applicable Appendix Pricing under
                              "Electronic Billing Information."

                    9.8.5     Interexchange call detail on services furnished to
                              CLEC under this Agreement for resale that is
                              forwarded to SBC-13STATE for billing, which would
                              otherwise be processed by SBC-13STATE for its
                              retail End Users, will be returned to the IXC and
                              will not be passed through to CLEC. This call
                              detail will be returned to the IXC with a
                              transaction code indicating that the returned call
                              originated from a resold account. Billing for
                              Information Services and other ancillary services
                              traffic on resold accounts will be passed through
                              when SBC-13STATE records the message.

                    9.8.6     SBC-AMERITECH, NEVADA and PACIFIC Ancillary
                              Services messages originated on or billed to a
                              resold account in those seven (7) states shall be
                              subject to the rates, terms and conditions of
                              Appendix Message Exchange.

                    9.8.7     CLEC shall be responsible for providing all
                              billing information to each of its End Users,
                              regardless of the method used to provision the End
                              User's service.

10.       NONPAYMENT AND PROCEDURES FOR DISCONNECTION

          10.1      If CLEC is furnished services under the terms of this
                    Agreement in more than one (1) state, Sections 10.1 through
                    10.7, inclusive, shall be applied separately for each such
                    state.

          10.2      Failure to pay charges may be grounds for termination of
                    this Agreement. If CLEC fails to pay by the Bill Due Date,
                    any and all charges billed to it under this Agreement,
                    including any Late Payment Charges or miscellaneous charges

<PAGE>

                    ("UNPAID CHARGES"), and any portion of such Unpaid Charges
                    remain unpaid fifteen (15) calendar days after the Bill Due
                    Date, SBC-13STATE shall notify CLEC in writing that in order
                    to avoid disruption or disconnection of the services
                    furnished under this Agreement, CLEC must remit all Unpaid
                    Charges to SBC-13STATE within fourteen (14) calendar days
                    following receipt of SBC-13STATE's notice.

          10.3      If CLEC desires to dispute any portion of the Unpaid
                    Charges, CLEC shall take all of the following actions not
                    later than fourteen (14) calendar days following receipt of
                    SBC-13STATE's notice of Unpaid Charges:

                    10.3.1    notify SBC-13STATE in writing which portion(s) of
                              the Unpaid Charges it disputes, including the
                              total amount disputed ("DISPUTED AMOUNTS")
                              including all of the specific details listed in
                              Section 10.4.1, together with the reasons for its
                              dispute; and

                    10.3.2    immediately pay to SBC-13STATE all undisputed
                              Unpaid Charges; and

                    10.3.3    pay all Disputed Amounts into an interest bearing
                              escrow account that complies with all of the
                              requirements set forth in Section 9.3.

                    10.3.4    Evidence that CLEC has established an interest
                              bearing escrow account that complies with all of
                              the terms set forth in Section 9.3 of this
                              Agreement and deposited a sum equal to the
                              Disputed Amounts into that escrow account must be
                              furnished to SBC-13STATE before the Unpaid Charges
                              will be deemed to be "disputed" under Section
                              15.4.1.

          10.4      Issues related to Disputed Amounts shall be resolved in
                    accordance with the procedures identified in the Dispute
                    Resolution provision set forth in Section 15.

          10.5      SBC-AMERITECH only

                    10.5.1    Notwithstanding anything to the contrary herein,
                              if CLEC fails to (i) pay any undisputed amounts by
                              the Bill Due Date, (ii) pay the disputed portion
                              of a past due bill into an interest-bearing escrow
                              account with a Third Party escrow agent, (iii) pay
                              any revised deposit or (iv) make a payment in
                              accordance with the terms of any mutually agreed
                              upon payment arrangement, SBC-AMERITECH may, in
                              addition to exercising any other rights or
                              remedies it may have under Applicable Law, provide
                              written demand to CLEC for failing to comply with
                              the foregoing. If CLEC does not satisfy the
                              written demand within five (5) Business Days of
                              receipt, SBC-AMERITECH may exercise any, or all,
                              of the following options:

<PAGE>

                              10.5.1.1  assess a late payment charge and where
                                        appropriate, a dishonored check charge;

                              10.5.1.2  require provision of a deposit or
                                        increase an existing deposit pursuant to
                                        a revised deposit request;

                              10.5.1.3  refuse to accept new, or complete
                                        pending, orders; and/or

                              10.5.1.4  discontinue service.

                    10.5.2    Notwithstanding anything to the contrary in this
                              Agreement, SBC-AMERITECH's exercise of any of the
                              above options:

                              10.5.2.1  shall not delay or relieve CLEC's
                                        obligation to pay all charges on each
                                        and every invoice on or before the
                                        applicable Bill Due Date, and

                              10.5.2.2  Sections 10.5.1.3 and 10.5.1.4 shall
                                        exclude any affected order or service
                                        from any applicable performance interval
                                        or Performance Benchmark.

                    10.5.3    Once disconnection has occurred, additional
                              charges may apply.

          10.6      SBC-7STATE ONLY

                    10.6.1    If any Unpaid Charges remain unpaid and undisputed
                              twenty-nine (29) calendar days past the Bill Due
                              Date of such Unpaid Charges, SBC-7STATE shall
                              notify CLEC and the Commission in writing that
                              unless all Unpaid Charges are paid within sixteen
                              (16) calendar days following CLEC's receipt of
                              such notice, all services furnished to CLEC under
                              this Agreement shall be disconnected. This notice
                              shall further specify that SBC-7STATE shall cause
                              any of CLEC's End Users provisioned with such
                              services to be defaulted to SBC-7STATE local
                              service.

                              10.6.1.1  On the same day that it sends the letter
                                        required by Section 13.6.1, SBC-7STATE
                                        will suspend acceptance of any new order
                                        and completion of any pending order
                                        (other than a disconnect order) from
                                        CLEC for any service that could be
                                        furnished under this Agreement.

                              10.6.1.2  Section 10.6.1.1 shall exclude any
                                        affected order for service(s) from any
                                        applicable performance interval and
                                        computation of any Performance
                                        Measurement.

<PAGE>

                    10.6.2    If any Unpaid Charges remain unpaid and undisputed
                              forty (40) calendar days past the Bill Due Date of
                              the Unpaid Charges, CLEC shall, at its sole
                              expense, notify its End Users and the Commission
                              that the End Users' service may be disconnected
                              due to CLEC's failure to pay Unpaid Charges, and
                              that its End Users must affirmatively select a new
                              local service provider within five (5) calendar
                              days. This notice shall also advise each of CLEC's
                              End Users that SBC-7STATE will transfer
                              provisioning of the End User's account to
                              SBC-7STATE at the end of the five (5) calendar day
                              period should the End User fail to select a new
                              local service provider in the interim.

                    10.6.3    If any Unpaid Charges for services furnished to
                              CLEC under this Agreement remain unpaid and
                              undisputed forty-five (45) calendar days past the
                              Bill Due Date of such Unpaid Charges, SBC-7STATE
                              shall disconnect all services furnished to CLEC
                              under this Agreement.

                              10.6.3.1  On the same date that services are
                                        disconnected, SBC-7STATE shall cause
                                        CLEC's End Users to be transferred
                                        directly to SBC-7STATE's local service.
                                        To the extent available at retail from
                                        SBC-7STATE, the End Users transferred to
                                        SBC-7STATE's local service shall receive
                                        the same services provided through CLEC
                                        immediately prior to the time of
                                        transfer; provided, however, SBC-7STATE
                                        reserves the right to toll restrict
                                        (both interLATA and intraLATA) such
                                        transferred End Users.

                              10.6.3.2  Applicable conversion charges and
                                        service establishment charges for
                                        transferring End Users from CLEC to
                                        SBC-7STATE as specified in this Section
                                        10.6 shall be billed to CLEC.

                              10.6.3.3  SBC-7STATE shall inform the Commission
                                        of the names of all End Users
                                        transferred through this process.

                    10.6.4    Within five (5) calendar days of the transfer,
                              SBC-7STATE shall notify all transferred End Users
                              that because of CLEC's failure to pay SBC-7STATE,
                              their local service is now being provided by
                              SBC-7STATE. SBC-7STATE shall also notify each
                              transferred End User that the End User has thirty
                              (30) calendar days to select a new local service
                              provider.

                    10.6.5    If any End User transferred to SBC-7STATE's local
                              service pursuant to Section 10.6.3 of this
                              Agreement fails to select a new local service
                              provider within thirty (30) calendar days of the
                              transfer to SBC-7STATE's local service, SBC-7STATE
                              shall terminate the End User's service.
<PAGE>

                              10.6.5.1  The transferred End User shall be
                                        responsible for any and all charges
                                        incurred during the selection period.

                              10.6.5.2  SBC-7STATE shall notify the Commission
                                        of the names of all End Users whose
                                        service has been terminated pursuant to
                                        this Section 10.6.5.

                    10.6.6    SBC-7STATE may discontinue service to CLEC as
                              provided in Section 10.6.3 and shall have no
                              liability to CLEC or CLEC's End Users in the event
                              of such disconnection or any transfer of End Users
                              to SBC-7STATE's service in connection with such
                              disconnection.

                    10.6.7    Nothing in this Agreement shall be interpreted to
                              obligate SBC-7STATE to continue to provide service
                              to any transferred End User beyond the thirty (30)
                              calendar day selection period. Nothing herein
                              shall be interpreted to limit any and all
                              disconnection rights SBC-7STATE has with regard to
                              such End Users under Applicable Law; provided,
                              however,

                              10.6.7.1  in PACIFIC only, following expiration of
                                        the selection period and disconnection
                                        of such End Users, where facilities
                                        permit, PACIFIC will furnish transferred
                                        and subsequently disconnected
                                        residential End Users with "quick dial
                                        tone."

                    10.6.8    Once the letter required by Section 10.6.1 has
                              been sent to CLEC, SBC-7STATE shall not accept any
                              order (other than a disconnect order) from CLEC
                              until

                              10.6.8.1  all Unpaid Charges are paid, and

                                        10.6.8.1.1 CLEC has furnished SBC-7STATE
                                                   a cash deposit calculated
                                                   pursuant to the terms and
                                                   conditions of Section 8.

          10.7      Disconnection for SNET, see the applicable DPUC ordered
                    tariff.

11.       TERMS AND CONDITIONS FOR RESALE OF SERVICES

          11.1      Except as otherwise expressly provided herein, for
                    Telecommunications Services included within this Agreement
                    that are offered by SBC-13STATE to SBC-13STATE's End Users
                    through tariff(s), the rules and regulations associated with
                    SBC-13STATE's retail tariff(s) shall apply when the services
                    are resold by CLEC, with the exception of any tariff resale
                    restrictions; provided, however, any tariff restrictions on
                    further resale by the End User shall continue to apply. Use
                    limitations on any service resold by CLEC to its End Users
                    shall be in parity with


<PAGE>

                    the use limitations applicable to the same service offered
                    by SBC-13STATE to its End Users.

          11.2      CLEC shall only sell Plexar-Registered Trademark-, Centrex
                    and Centrex-like services to a single End User or multiple
                    End Users in accordance with the terms and conditions set
                    forth in the corresponding SBC-13STATE retail tariff(s)
                    applicable within that state.

          11.3      Except where otherwise explicitly permitted in SBC-13STATE's
                    corresponding retail tariff(s), CLEC shall not permit the
                    sharing of a service by multiple End User(s) or the
                    aggregation of traffic from multiple End User(s) onto a
                    single service.

                    11.3.1    This section applies only to SWBT-TX:

                              11.3.1.1  Within the State of Texas, based upon
                                        the Texas Commission's arbitration
                                        order, SWBT-TX will permit aggregation
                                        for purposes of the resale of volume
                                        discount offers. Volume discount offers
                                        include such items as intraLATA toll,
                                        but do not include such items as
                                        packages of vertical features.

          11.4      Grandfathered services are available per appropriate state
                    specific tariff to CLEC for resale at the applicable
                    discount only to the same End User, at the existing End
                    User's location, to which SBC-13STATE provides the service,
                    either at retail or through resale.

          11.5      CLEC shall only resell services furnished under this
                    Agreement to the same category of End Users to whom
                    SBC-13STATE offers such services (for example, residence
                    service shall not be resold to business End Users).

          11.6      SPECIAL NEEDS SERVICES

                    11.6.1    CLEC may only resell special needs services" as
                              identified in associated state specific tariffs to
                              persons who are eligible for each such service. As
                              used herein, the term "special needs services"
                              means services for the physically disabled where
                              the disability is related to vision, speech,
                              hearing or motion. Further, to the extent CLEC
                              resells services that require certification on the
                              part of the End User, CLEC shall ensure that the
                              End User has obtained proper certification and
                              complies with all rules and regulations as
                              established by the appropriate Commission.

                              11.6.1.1  If the existing retail Customer Service
                                        Record ("CSR") for an End User's account
                                        currently provisioned at retail by
                                        SBC-13STATE contains an indicator that
                                        the same telephone number for the same
                                        named Person at the same address is

<PAGE>

                                        currently being billed by SBC-13STATE
                                        retail for the same "special needs
                                        service," the End User has previously
                                        been certified as eligible for that
                                        "special needs service."

                              11.6.1.2  If the indicator described in Section
                                        11.6.1.1 is present on the End User's
                                        current retail account with an
                                        SBC-13STATE company, CLEC must make the
                                        determination whether the End User
                                        continues to be eligible for the
                                        program(s) specified in Section 11.6.1
                                        hereof CLEC is responsible for obtaining
                                        any End User certification or
                                        re-certification required by the terms
                                        of the state specific SBC-13STATE tariff
                                        for any "special needs service" it
                                        resells to any End User beginning on the
                                        date that CLEC submits any order
                                        relating to that "special needs
                                        service." This responsibility includes
                                        obtaining and retaining any documentary
                                        evidence of each such End User's
                                        eligibility, in accordance with the
                                        applicable SBC-13STATE retail tariff
                                        requirements.

                              11.6.1.3  If the indicator described in Section
                                        11.6.1 is not present on the End User's
                                        current retail account with an
                                        SBC-13STATE company, or if the applicant
                                        does not currently have local telephone
                                        service, CLEC is responsible for
                                        ensuring that the End User is eligible
                                        for any "special needs service" in
                                        accordance with applicable SBC-13STATE
                                        retail tariff requirements, for
                                        obtaining and retaining any documentary
                                        evidence of such eligibility and for
                                        designating such End User or applicant
                                        as eligible to participate in such
                                        program(s).

                    11.6.2    THIS SECTION APPLIES ONLY TO SBC-SWBT:

                              11.6.2.1  CLEC may only resell SBC-SWBT LifeLine
                                        and Link-Up services, according to
                                        associated retail state specific tariffs
                                        to persons who are eligible for each
                                        such service. Further, to the extent
                                        CLEC resells services that require
                                        certification on the part of the End
                                        User, CLEC shall ensure that the End
                                        User meets all associated tariff
                                        eligibility requirements, has obtained
                                        proper certification and complies with
                                        all rules and regulations as established
                                        by the appropriate Commission.

                              11.6.2.2  When the End User is currently receiving
                                        SBC-SWBT LifeLine and/or Link-Up
                                        benefit, the existing SBC-SWBT CSR will
                                        carry the appropriate service indicator.
                                        CLEC may view this indicator on the
                                        SBC-SWBT CSR.
<PAGE>

                              11.6.2.3  If the indicator described in Section
                                        11.6.2.2 is present on the End User's
                                        current retail SBC-SWBT CSR, CLEC must
                                        make the determination whether the End
                                        User continues to be eligible for the
                                        program(s) specified in Section 11.6.2.1
                                        hereof. CLEC is responsible for
                                        obtaining any End User certification or
                                        re-certification required by the terms
                                        of the state specific SBC-SWBT tariff
                                        for LifeLine or Link-Up service it
                                        resells to any End User beginning on the
                                        date that CLEC submits any order
                                        relating to service. This responsibility
                                        includes obtaining and retaining any
                                        documentary evidence of each such End
                                        User's eligibility, in accordance with
                                        the applicable SBC-SWBT retail tariff
                                        requirements.

                              11.6.2.4  If the indicator described in Section
                                        11.6.2.2 is not present on the CSR for
                                        the End User's current retail account
                                        with SBC-SWBT, or if the applicant
                                        does not currently have local telephone
                                        service, CLEC is responsible for
                                        ensuring that the End User is eligible
                                        for any LifeLine or Link-Up service in
                                        accordance with applicable SBC-SWBT
                                        retail tariff requirements, for
                                        obtaining and retaining any documentary
                                        evidence of such eligibility and for
                                        designating such End User or applicant
                                        as eligible to participate in such
                                        program(s).

          11.7      THIS SECTION APPLIES ONLY TO NEVADA, PACIFIC, SNET AND
                    SBC-AMERITECH:

                    11.7.1    NEVADA, PACIFIC, SNET AND SBC-AMERITECH LifeLine
                              and Link-Up services are not available for resale.

                    11.7.2    When an End User is currently receiving NEVADA,
                              PACIFIC, SNET or SBC-AMERITECH LifeLine or Link-Up
                              service, the existing NEVADA, PACIFIC, SNET or
                              SBC-AMERITECH Customer Service Record (CSR) will
                              carry the appropriate service indicator. CLEC may
                              view this indicator on the CSR.

                              11.7.2.1  CLEC may obtain LifeLine or Link-Up
                                        indicator data from NEVADA, PACIFIC,
                                        SNET or SBC-AMERITECH's existing retail
                                        CSR for the End User for the sole
                                        purpose of enabling CLEC to determine
                                        whether the End User may be eligible for
                                        any similar program(s) CLEC may offer.

                              11.7.2.2  CLEC is exclusively responsible for all
                                        aspects of any similar CLEC-offered
                                        program, including ensuring that any
                                        similar CLEC-offered program(s) complies
                                        with all applicable federal

<PAGE>

                                        and state requirements, obtaining all
                                        necessary End User certifications and
                                        re-certifications, submitting written
                                        designation that any of CLEC's End User
                                        or applicants are eligible to
                                        participate in such programs, submitting
                                        CLEC's claims for reimbursement to any
                                        applicable governmental authority and
                                        any other activities required by any
                                        applicable governmental authority.

                    11.7.3    If no NEVADA, PACIFIC, SNET or SBC-AMERITECH
                              LifeLine and/or Link-Up indicator is present on
                              the CSR for the End User's current retail account,
                              such End User is not currently certified as
                              eligible to participate in any LifeLine or Link-Up
                              program offered by NEVADA, PACIFIC, SNET or
                              SBC-AMERITECH.

          11.8      CUSTOMER SPECIFIC PRICING

                    11.8.1    This section applies only to SWBT-TX:

                              11.8.1.1  Subject to any modifications ultimately
                                        approved in Docket Number 17759 and any
                                        appeals thereof:

                                        11.8.1.1.1 CLEC may convert current
                                                   SWBT-TX End User(s) that have
                                                   existing term, volume,
                                                   termination liability or any
                                                   customer specific pricing
                                                   contracts (collectively
                                                   referred to hereinafter as
                                                   "CSP Contracts") for services
                                                   offered within the State of
                                                   Texas, and

                                        11.8.1.1.2 SWBT-TX and any other
                                                   reseller of SWBT-TX local
                                                   service may convert current
                                                   CLEC End User(s) that have
                                                   existing CSP Contracts for
                                                   services offered within the
                                                   State of Texas.

                              11.8.1.2  In the event of a conversion under
                                        either Section 11.8.1.1.1 or 11.8.1.1.2,
                                        CLEC and SWBT-TX shall comply with all
                                        of the terms and conditions set forth in
                                        Sections 11.8.2 and 11.8.3 hereof.

                              11.8.1.3  Responsibilities of CLEC in connection
                                        with CSP Contract Conversions.

                                        11.8.1.3.1 CLEC shall assume in writing
                                                   the balance of the terms,
                                                   including volume, term and
                                                   termination liability
                                                   remaining on any current
                                                   retail SWBT-TX

<PAGE>

                                                   or resold End User CSP
                                                   Contract at the time of
                                                   conversion. CLEC may assume
                                                   the CSP Contract at the
                                                   wholesale discount of 5.62%
                                                   for customer specific pricing
                                                   plan contracts and at the
                                                   wholesale discount of 8.04%
                                                   for tariffed volume and term
                                                   contracts.

                                        11.8.1.3.2 Correspondingly, CLEC shall
                                                   not charge CLEC's End User
                                                   termination liability when an
                                                   existing CSP contract between
                                                   CLEC and its End User is
                                                   converted to SWBT-TX or any
                                                   other local service provider
                                                   reselling SWBT-TX local
                                                   service.

                                        11.8.1.3.3 If another reseller of
                                                   SWBT-TX local service
                                                   converts a current CLEC End
                                                   User(s) that has an existing
                                                   CSP Contract, it is CLEC's
                                                   responsibility to address
                                                   assumption of the CSP
                                                   contact and termination
                                                   liability with the other
                                                   reseller. CLEC agrees that
                                                   SBC-13STATE has no
                                                   responsibilities in such a
                                                   situation, and CLEC further
                                                   agrees that it will not make
                                                   any Claim against SWBT-TX in
                                                   connection with any
                                                   conversion by another
                                                   reseller of SWBT-TX local
                                                   service of any CLEC End
                                                   User(s) that has an existing
                                                   CSP contract.

                              11.8.1.4  Responsibilities of SWBT-TX in
                                        connection with CSP Contract Conversions

                                        11.8.1.4.1 SWBT-TX will not charge its
                                                   retail End User termination
                                                   liability when an existing
                                                   CSP contract is converted to
                                                   CLEC for resale.

                                        11.8.1.4.2 Correspondingly, SWBT-TX will
                                                   assume in writing the balance
                                                   of the terms, including
                                                   volume, term and termination
                                                   liability remaining on a
                                                   current CSP contract between
                                                   CLEC and its End User at the
                                                   time that CLEC's End User is
                                                   converted to SWBT-TX.

                    11.8.2    This section applies only to SBC-AMERITECH:

                              11.8.2.1  SBC-AMERITECH retail contracts may be
                                        assumed unless expressly prohibited by
                                        the contract. Contracts for
                                        grandfathered and/or sunsetted services
                                        may not be assumed.
<PAGE>

                              11.8.2.2  Subject to the provisions of Section
                                        11.8.2.1, the following shall apply:

                                        11.8.2.2.1 AM-IL tariffed and Individual
                                                   Case Basis (ICB) contracts
                                                   that are assumed receive a
                                                   wholesale discount of 3.16%.

                                        11.8.2.2.2 AM-MI tariffed and Individual
                                                   Case Basis (ICB) contracts
                                                   that are assumed receive a
                                                   wholesale discount of 3.39%.

                                        11.8.2.2.3 AM-IN, AM-OH, AND AM-WI
                                                   tariffed and Individual Case
                                                   Basis (ICB) contracts may be
                                                   assumed, but receive no
                                                   wholesale discount.

                                        11.8.2.2.4 SBC-AMERITECH Non-Standard
                                                   Service contracts may be
                                                   assumed, but receive no
                                                   wholesale discount.

                              11.8.2.3  If CLEC elects to terminate a
                                        SBC-AMERITECH retail contract which CLEC
                                        had previously assumed, CLEC will be
                                        assessed the applicable termination
                                        charges remaining unless CLEC elects to
                                        simultaneously replace the existing
                                        contract with a contract of greater term
                                        and/or volume at the same discount CLEC
                                        receives for the previously assumed but
                                        now terminated contract.

          11.9      PAYPHONE SERVICES

                    11.9.1    CLEC may provide certain local Telecommunications
                              Services to payphone service providers ("PSPs")
                              for PSPs' use in providing payphone service. Local
                              Telecommunications Services which PSPs use in
                              providing payphone service that are provided to
                              PSPs by CLEC by means of reselling SBC-13STATE's
                              services offered pursuant to the appropriate
                              payphone section(s) of SBC-13STATE's state
                              specific tariff(s) applicable in each state
                              covered by this Agreement are referred to in this
                              Agreement as "Payphone Lines." In its Common
                              Carrier Docket No. 96-128, the FCC ordered
                              SBC-13STATE to compensate PSP customers of CLECs
                              that resell SBC-13STATE's services for certain
                              calls originated from pay telephones and received
                              by the resale-based carriers. (IMPLEMENTATION OF
                              THE PAY TELEPHONE RECLASSIFICATION AND
                              COMPENSATION PROVISIONS OF THE TELECOMMUNICATIONS
                              ACT OF 1996, FCC Docket No. 96-128, Report and
                              Order, para. 86 (1996)). This compensation is
                              referred to in this Agreement as "Payphone
                              Compensation."

<PAGE>

                    11.9.2    The Parties desire that SBC-13STATE satisfy the
                              obligation to pay Payphone Compensation to PSPs
                              that are customers of CLEC by paying the Payphone
                              Compensation to CLEC, who will then forward the
                              Payphone Compensation directly to the PSPs.

                              11.9.2.1  SBC-13STATE will pay Payphone
                                        Compensation due with respect to
                                        Payphone Lines in compliance with the
                                        current or any future order of the FCC.
                                        SBC-13STATE will pay Payphone
                                        Compensation to CLEC only for:

                                        11.9.2.1.1 IntraLATA subscriber 800
                                                   calls for which SBC-13STATE
                                                   provides the 800 service to
                                                   the subscriber and carries
                                                   the call; and

                                        11.9.2.1.2 IntraLATA calls placed using
                                                   SBC-13STATE's prepaid calling
                                                   card platform and carried by
                                                   SBC-13STATE.

                              11.9.2.2  SBC-13STATE will not pay any Payphone
                                        Compensation for non-sent paid calls.

                              11.9.2.3  SBC-13STATE will pay CLEC the Payphone
                                        Compensation due to CLEC's PSP
                                        customer(s) within sixty (60) calendar
                                        days after the close of the calendar
                                        quarter during which the call(s) for
                                        which Payphone Compensation is due were
                                        made. However, payment may be made later
                                        than sixty (60) calendar days if
                                        SBC-13STATE deems it necessary to
                                        investigate a call or calls for possible
                                        fraud.

                                        11.9.2.3.1 SBC-13STATE will make payment
                                                   of any Payphone Compensation
                                                   due to CLEC under this
                                                   Agreement by crediting CLEC's
                                                   bill for the Payphone Line
                                                   over which the call that
                                                   gives rise to the Payphone
                                                   Compensation was placed.
                                                   SBC-13STATE will not issue a
                                                   check to CLEC if the credit
                                                   for Payphone Compensation
                                                   exceeds the balance due TO
                                                   SBC-13STATE on the bill.

                              11.9.2.4  Nothing in this Agreement entitles CLEC
                                        to receive or obligates SBC-13STATE to
                                        provide any call detail or other call
                                        record for any call that gives rise to
                                        Payphone Compensation.
<PAGE>

                              11.9.2.5  CLEC represents and warrants that the
                                        only SBC-13STATE services that CLEC will
                                        make available to PSPs as Payphone Lines
                                        are the payphone services that
                                        SBC-13STATE offers pursuant to the
                                        appropriate payphone section(s) of
                                        SBC-13STATE's state specific tariff(s)
                                        applicable in each state covered by this
                                        Agreement.

                              11.9.2.6  Except as provided otherwise in Section
                                        11.9 of this Agreement, CLEC shall pay
                                        the entire amount of the Payphone
                                        Compensation due with respect to each
                                        Payphone Line to the PSP that is CLEC's
                                        customer for that Payphone Line. CLEC
                                        shall make such payment on or before the
                                        last business day of the calendar
                                        quarter following the calendar quarter
                                        during which the call(s) for which
                                        Payphone Compensation is due to the PSP
                                        were made. IF SBC-13STATE pays any
                                        Payphone Compensation to CLEC later than
                                        sixty (60) calendar days after the close
                                        of the calendar quarter during which the
                                        call(s) for which Payphone Compensation
                                        is due were made, then CLEC shall pay
                                        the entire amount of such Payphone
                                        Compensation to the PSP that is CLEC's
                                        customer for that Payphone Line within
                                        ten (10) calendar days after receiving
                                        such Payphone Compensation from
                                        SBC-13STATE.

          11.10     Suspension of Service

                    11.10.1   CLEC may offer to resell Customer Initiated
                              Suspension and Restoral Service to its End Users
                              at the associated state specific retail tariff
                              rates, terms and conditions for suspension of
                              service at the request of the End User.

                    11.10.2   SBC-13STATE will offer CLEC local service provider
                              initiated suspension service for CLEC's purposes
                              at the associated SBC-13STATE state specific
                              retail tariff rate for company initiated
                              suspension of service. Service specifics may be
                              obtained in state specific CLEC Handbooks.

                              11.10.2.1 CLEC shall be exclusively responsible
                                        for placing valid orders for the
                                        suspension and the subsequent
                                        disconnection or restoral of service to
                                        each of its End Users.

                              11.10.2.2 Should CLEC suspend service for one of
                                        its End Users and fail to submit a
                                        subsequent disconnection order within
                                        the maximum number of calendar days
                                        permitted for a company initiated
                                        suspension pursuant to the state
                                        specific retail tariff,

<PAGE>

                                        CLEC shall be charged and shall be
                                        responsible for all appropriate monthly
                                        service charges for the End User's
                                        service from the suspension date through
                                        the disconnection date.

                              11.10.2.3 Should CLEC suspend service for one of
                                        its End Users and subsequently issue a
                                        restoral order, CLEC shall be charged
                                        the state specific tariff rate for the
                                        restoral plus all appropriate monthly
                                        service charges for the End User's
                                        service from the suspension date through
                                        the restoral date.

          11.11     PROMOTIONS

                    11.11.1   Promotions are available for the
                              Telecommunications Services outlined in Appendix
                              Pricing in the "Resale" category and in accordance
                              with state specific Commission requirements.

                    11.11.2   This section applies only to NEVADA and SWBT-MO:

                              11.11.2.1 NEVADA and SWBT-MO promotions of
                                        eighty-nine (89) days or less are not
                                        available to CLEC for resale.

                    11.11.3   This section applies only to PACIFIC,
                              SBC-AMERITECH, SNET, SWBT-AR AND SWBT-OK:


                              11.11.3.1 PACIFIC, SBC-AMERITECH, SNET, SWBT-AR
                                        and SWBT-OK promotions of ninety
                                        (90) days or less are not available to
                                        CLEC for resale.

                    11.11.4   This section applies only to SWBT-KS:

                              11.11.4.1 Promotions on Telecommunications
                                        Services are available to CLEC for
                                        resale. A wholesale discount (14.9% or
                                        21.6%, as applicable) will be applied to
                                        those promotions of ninety-one (91) days
                                        or more.

                    11.11.5   This section applies ONLY TO SWBT-TX:

                              11.11.5.1 Promotions on Telecommunications
                                        Services are available to CLEC for
                                        resale. A wholesale discount will be
                                        applied to those promotions of
                                        ninety-one (91) days or more.

<PAGE>

12.       ADDITIONAL TERMS APPLICABLE TO RESALE OF SERVICES

          12.1      CLEC shall not use a resold service to avoid the rates,
                    terms and conditions of SBC-13STATE's corresponding retail
                    tariff(s).

          12.2      CLEC shall not use resold local Telecommunications Services
                    to provide access or interconnection services to itself,
                    interexchange carriers (IXCs), wireless carriers,
                    competitive access providers (CAPs), or other
                    telecommunications providers; provided however, that CLEC
                    may permit its End Users to use resold local
                    Telecommunications Services to access IXCs, wireless
                    carriers, CAPs, or other retail telecommunications
                    providers.

          12.3      A federal End User Common Line charge and any other
                    appropriate Commission-approved charges, as set forth in the
                    appropriate SBC-13STATE federal and applicable state
                    tariff(s) will apply to each local exchange line furnished
                    to CLEC under this Agreement.

          12.4      To the extent allowable by law, CLEC shall be responsible
                    for Primary Interexchange Carrier (both PIC and LPIC) change
                    charges associated with each local exchange line furnished
                    to CLEC for resale. CLEC shall pay all charges for PIC and
                    LPIC changes at the tariffed rate(s).

          12.5      SBC-13STATE's services are not available at wholesale rates
                    to CLEC for its own use or for the use of any CLEC's
                    Affiliates, successors, or assigns.

          12.6      If CLEC is in violation of any provision of this Appendix,
                    SBC-13STATE will notify CLEC of the violation in writing.
                    Such notice shall refer to the specific provision being
                    violated. CLEC will have thirty (30) calendar days to
                    correct the violation and notify SBC-13STATE in writing that
                    the violation has been corrected. If the violation affects
                    billing, SBC-13STATE will bill CLEC a sum equal (i) the
                    charges that would have been billed by SBC-13STATE to CLEC
                    or any Third Party but for the stated violation and (ii) the
                    actual revenues CLEC billed its End User(s) in connection
                    with the stated violation, whichever is greater. Should CLEC
                    dispute the stated violation, CLEC must notify SBC-13STATE
                    in writing of the specific details and reasons for its
                    dispute within fourteen (14) calendar days of receipt of the
                    notice from SBC-13STATE and comply with Sections 12.3 and
                    12.3. Resolution of any dispute by CLEC of the stated
                    violation shall be conducted in compliance with the Dispute
                    Resolution provisions of this Agreement.

13.       ANCILLARY SERVICES

          13.1      Where available, SBC-13STATE will afford CLEC's End Users
                    the ability to make 911 calls. CLEC shall be responsible for
                    collecting and remitting all
<PAGE>

                    applicable 911 fees and surcharges on a per line basis to
                    the appropriate Public Safety Answering Point (PSAP) or
                    other Governmental Authority responsible for collection of
                    such fees and surcharges. When requested by SBC-13STATE,
                    CLEC shall provide SBC-13STATE with accurate and complete
                    information regarding CLEC's End User(s) in a format and
                    time frame prescribed by SBC-13STATE for purposes of E911
                    administration.

          13.2      Subject to SBC-13STATE's practices, as well as the rules and
                    regulations applicable to the provision of White Pages
                    directories, SBC-13STATE will include in appropriate White
                    Pages directories the primary alphabetical listings of all
                    CLEC End Users located within the local directory scope. The
                    rules, regulations and SBC-13STATE practices are subject to
                    change from time to time.

          13.3      Additional Listing services, as set forth in Appendix
                    Pricing, may be purchased by CLEC for its End Users on a per
                    listing basis.

          13.4      Each CLEC subscriber will receive one copy per primary End
                    User listing of SBC-13STATE's White Pages directory in the
                    same manner and at the same time that they are delivered to
                    SBC-13STATE's subscribers during the annual delivery of
                    newly published directories. For White Page directories
                    and/or White Page directories that are co-bound with Yellow
                    Pages, CLEC may provide to SBC-13STATE written
                    specifications of the total number of directories that it
                    will require, at least sixty (60) days prior to the
                    directory close. In that event, SBC-13STATE will deliver the
                    remaining directories included in the CLEC's order in bulk
                    to an address specified by the CLEC.

                    13.4.1    If CLEC's End User already has a current
                              SBC-13STATE local White Pages directory,
                              SBC-13STATE shall not be required to deliver a
                              directory to that End User until new White Pages
                              directories are published for that End User's
                              location.

          13.5      SBC-8STATE will provide CLEC with 1/8th page in each
                    directory (where the CLEC has or plans to have local
                    telephone exchange customers) for the CLEC to include CLEC
                    specific-information (i.e., business office, residence
                    office, repair bureau, etc.) in the White Pages directory on
                    an "index-type" informational page. No advertising will be
                    permitted on such informational page. This page will also
                    include specific information pertaining to other CLECs. At
                    its option, CLEC shall provide SBC-8STATE with its logo and
                    information in the form of a camera-ready copy, sized at
                    1/8th of a page. The content of CLEC's camera-ready copy
                    shall be subject to SBC-8STATE APPROVAL. In those
                    directories in which SBC-13STATE includes Spanish Customer
                    Guide Pages, this informational page will also be provided
                    in Spanish at CLEC's request, subject to the guidelines set
                    forth above.

<PAGE>

          13.6      At its request, CLEC may purchase "Informational Page(s)" in
                    the informational section of the White Pages directory
                    covering a geographic area where CLEC provides local
                    telecommunications exchange service. Such page(s) shall be
                    no different in style, size, color and format than
                    SBC-8STATE "Informational Pages". Sixty (60) calendar days
                    prior to the directory close date, the CLEC shall provide to
                    SBC-8STATE the "Informational Page" in the form of
                    camera-ready copy.

          13.7      Except where expressly stated the terms and conditions for
                    including CLEC End User listings in SBC-AMERITECH White Page
                    directories as well as distribution of such directories to
                    CLEC and/or CLEC End User's is a product offering available
                    through a non-regulated subsidiary OF. SBC-AMERITECH.

14.       NETWORK AND SERVICE ORDER CONDITIONS

          14.1      SBC-13STATE SHALL provide the services covered by this
                    Agreement subject to availability of existing facilities and
                    on a nondiscriminatory basis with its other customers. CLEC
                    shall resell the services provided herein only in those
                    service areas in which such services or any feature or
                    capability thereof are offered to End Users at retail by
                    SBC-13STATE as the incumbent local exchange carrier.

          14.2      When an End User converts existing service to CLEC resold
                    service of the same type without any additions or changes,
                    charges for such conversion will apply as set forth in
                    Appendix Pricing in the "Other (Resale)" category, listed as
                    "conversion charges," and are applied per billable telephone
                    number.

                    14.2.1    When an End User(s) subscribes to CLEC resold
                              service, recurring charges for the service shall
                              apply at the wholesale discount set forth in
                              Appendix Pricing. The tariff rates for such resold
                              service shall continue to be subject to orders of
                              the appropriate Commission.

          14.3      When CLEC converts an End Users existing service and
                    additions or changes are made to the service at the time of
                    conversion, the normal service order charges and/or
                    non-recurring charges associated with said additions and/or
                    changes will be applied in addition to the conversion
                    charge. CLEC will receive a wholesale discount on all
                    non-recurring service order charges for the services listed
                    in Appendix Pricing under the heading "Resale;" no wholesale
                    discount is available for the non-recurring service order
                    charges for those services listed in Appendix Pricing under
                    the heading "Other (Resale)."

          14.4      For the purposes of ordering service furnished under this
                    Agreement, each request for new service (that is, service
                    not currently being provided to the End User on
                    SBC-13STATE's network, without regard to the identity of
                    that End User's non-

<PAGE>

                    facilities based local service provider of record) shall be
                    handled as a separate initial request for service and shall
                    be charged per billable telephone number.

          14.5      Where available, the tariff retail additional line rate for
                    Service Order Charges, shall apply only to those requests
                    for additional residential service at the End User premises
                    to which a residential line is currently provided on
                    SBC-13STATE's network, without regard to the identity of
                    that End User's non-facilities based local service provider
                    of record.

15.       DISPUTE RESOLUTION

          15.1      FINALITY OF DISPUTES

                    15.1.1    Except as otherwise specifically provided for in
                              this Agreement, no claim may be brought for any
                              dispute arising from this Agreement more than
                              twenty-four (24) months from the date the
                              occurrence which gives rise to the dispute is
                              discovered or reasonably should have been
                              discovered with the exercise of due care and
                              attention.

                    15.1.2    Notwithstanding anything contained in this
                              Agreement to the contrary, a Party shall be
                              entitled to dispute only those charges for which
                              the Bill Due Date occurred within the twelve (12)
                              months immediately preceding the date on which the
                              other Party received notice of such Disputed
                              Amounts.

          15.2      ALTERNATIVE TO LITIGATION

                    15.2.1    The Parties desire to resolve disputes arising out
                              of this Agreement without litigation. Accordingly,
                              the Parties agree to use the following Dispute
                              Resolution procedures with respect to any
                              controversy or claim arising out of or relating to
                              this Agreement or its breach.

          15.3      COMMENCING DISPUTE RESOLUTION

                    15.3.1    Dispute Resolution shall commence upon one Party's
                              receipt of written notice of a controversy or
                              claim arising out of or relating to this Agreement
                              or its breach. No Party may pursue any claim
                              unless such written notice has first been given to
                              the other Party. There are three (3) separate
                              Dispute Resolution methods:

                              15.3.1.1  SERVICE CENTER / LSC Dispute Resolution,

                              15.3.1.2  Informal Dispute Resolution; and
<PAGE>

                              15.3.1.3  Formal Dispute Resolution, each of which
                                        is described below.

          15.4      LSC/SERVICE CENTER DISPUTE RESOLUTION - The following
                    Dispute Resolution procedures will apply with respect to
                    any billing dispute arising out of or relating to the
                    Agreement.

                    15.4.1    If the written notice given pursuant to Section
                              15.3 discloses that a CLEC dispute relates to
                              billing, then the procedures set forth in this
                              Section 15.4 shall be used and the dispute shall
                              first be referred to the appropriate SBC-7STATE
                              Center [SBC-AMERITECH SERVICE CENTER; SBC-7STATE
                              LOCAL SERVICE CENTER (LSC)] for resolution. In
                              order to resolve a billing dispute, CLEC shall
                              furnish SBC-7STATE AND SBC-AMERITECH written
                              notice of (i) the date of the bill in question,
                              (ii) CBA/ESBA/ASBS or BAN number of the bill in
                              question, (iii) telephone number, circuit ID
                              number or trunk number in question, (iv) any USOC
                              information questioned, (v) amount billed (vi)
                              amount in question and (vii) the reason that CLEC
                              disputes the billed amount. To be deemed a
                              "dispute" under this Section 15.4, CLEC must
                              provide evidence that it has established an
                              interest bearing escrow account that complies with
                              the requirements set forth in Section 9.3 of this
                              Agreement and deposited all Unpaid Charges into
                              that escrow account. Failure to provide the
                              information and evidence required by this Section
                              15.4.1 not later than twenty-nine (29) days
                              following the Bill Due Date shall constitute
                              CLEC's irrevocable and full waiver of its right to
                              dispute the subject charges.

                    15.4.2    The Parties shall attempt to resolve Disputed
                              Amounts appearing on SBC-7STATE's and
                              SBC-AMERITECH's current billing statements thirty
                              (30) to sixty (60) calendar days from the Bill Due
                              Date (provided the CLEC furnishes all requisite
                              information and evidence under Section 15.4.1 by
                              the Bill Due Date). If not resolved within thirty
                              (30) calendar days, upon request, SBC-7STATE AND
                              SBC-AMERITECH WILL notify CLEC of the status of
                              the dispute and the expected resolution date.

                    15.4.3    The Parties shall attempt to resolve Disputed
                              Amounts appearing on statements prior to the
                              current billing statement within thirty (30) to
                              ninety (90) calendar days, but resolution may take
                              longer depending on the complexity of the dispute.
                              If not resolved within thirty (30) calendar days
                              from the date notice of the Disputed Amounts was
                              received (provided that CLEC furnishes all
                              requisite information and evidence under Section
                              15.4. 1), SBC-7STATE AND SBC-AMERITECH will notify
                              CLEC of the status of the dispute and the expected
                              resolution date.

<PAGE>

                    15.4.5    If CLEC is not satisfied by the resolution of the
                              billing dispute under this Section 18.4, CLEC may
                              notify SBC-7STATE AND SBC-AMERITECH writing that
                              it wishes to invoke the Informal Resolution of
                              Disputes afforded pursuant to Section 18.5.

          15.5      INFORMAL RESOLUTION OF DISPUTES

                    15.5.1    Upon receipt by one Party of notice of a dispute
                              by the other Party pursuant to Section 14.3 or
                              Section 14.4.5, each Party will appoint a
                              knowledgeable, responsible representative to meet
                              and negotiate in good faith to resolve any dispute
                              arising under this Agreement. The location, form,
                              frequency, duration, and conclusion of these
                              discussions will be left to the discretion of the
                              representatives. Upon agreement, the
                              representatives may utilize other alternative
                              Dispute Resolution procedures such as mediation to
                              assist in the negotiations. Discussions and the
                              correspondence among the representatives for
                              purposes of settlement are exempt from discovery
                              and production and will not be admissible in the
                              arbitration described below or in any lawsuit
                              without the concurrence of both Parties. Documents
                              identified in or provided with such communications
                              that were not prepared for purposes of the
                              negotiations are not so exempted, and, if
                              otherwise admissible, may be admitted in evidence
                              in the arbitration or lawsuit.

          15.6      FORMAL DISPUTE RESOLUTION

                    15.6.1    If the Parties are unable to resolve the dispute
                              through the informal procedure described in
                              Section 15.5, then either Party may invoke the
                              formal Dispute Resolution procedures described in
                              this Section 15.6. Unless agreed among all
                              Parties, formal Dispute Resolution procedures,
                              including arbitration or other procedures as
                              appropriate, may be invoked not earlier than sixty
                              (60) calendar days after receipt of the letter
                              initiating Dispute Resolution under Section 15.3.

                    15.6.2    CLAIMS SUBJECT TO MANDATORY ARBITRATION. The
                              following claims, if not settled through informal
                              Dispute Resolution, will be subject to mandatory
                              arbitration pursuant to Section 15.7 below:

                              15.6.2.1  Each unresolved billing dispute
                                        involving one percent (1%) or less of
                                        the amounts charged to CLEC under this
                                        Agreement in the state in which the
                                        dispute arises during the twelve (12)
                                        months immediately preceding receipt of
                                        the letter initiating

<PAGE>

                                        Dispute Resolution under Section 15.3.
                                        If CLEC has not been billed for a
                                        minimum of twelve (12) months
                                        immediately preceding receipt of the
                                        letter initiating Dispute Resolution
                                        under Section 15.3, the Parties will
                                        annualize the actual number of months
                                        billed.

                    15.6.3    CLAIMS SUBJECT TO ELECTIVE ARBITRATION. Claims
                              will be subject to elective arbitration pursuant
                              to Section 15.7 if, and only if, the claim is not
                              settled through informal Dispute Resolution and
                              both Parties agree to arbitration. If both Parties
                              do not agree to arbitration, then either Party may
                              proceed with any remedy available to it pursuant
                              to law, equity or agency mechanism.

                    15.6.4    CLAIMS NOT SUBJECT TO ARBITRATION. If the
                              following claims are not resolved through informal
                              Dispute Resolution, they will not be subject to
                              arbitration and must be resolved through any
                              remedy available to a Party pursuant to law,
                              equity or agency mechanism.

                              15.6.4.1  Actions seeking a temporary restraining
                                        order or an injunction related to the
                                        purposes of this Agreement.

                              15.6.4.2  Actions to compel compliance with the
                                        Dispute Resolution process.

                              15.6.4.3  All claims arising under federal or
                                        state statute(s), including antitrust
                                        claims.

          15.7      ARBITRATION

                    15.7.1    Disputes subject to mandatory or elective
                              arbitration under the provisions of this Agreement
                              will be submitted to a single arbitrator pursuant
                              to the Commercial Arbitration Rules of the
                              American Arbitration Association or pursuant to
                              such other provider of arbitration services or
                              rules as the Parties may agree. The arbitrator
                              shall be knowledgeable of telecommunications
                              issues. Each arbitration will be held in DALLAS,
                              TEXAS (SBC-SWBT); CHICAGO, ILLINOIS
                              (SBC-AMERITECH), SAN FRANCISCO, CALIFORNIA
                              (PACIFIC); RENO, NEVADA (NEVADA) as appropriate,
                              unless the Parties agree otherwise. The
                              arbitration hearing will be requested to commence
                              within sixty (60) calendar days of the demand for
                              arbitration. The arbitrator will control the
                              scheduling so as to process the matter
                              expeditiously. The Parties may submit written
                              briefs upon a schedule determined by the
                              arbitrator. The Parties will request that the
                              arbitrator rule on the dispute by issuing a
                              written opinion within thirty (30)
<PAGE>

                              calendar days after the close of hearings. The
                              Federal Arbitration Act, 9 U.S.C. Secs. 1-16, not
                              state law, shall govern the arbitrability of all
                              disputes. The arbitrator will have no authority to
                              award punitive damages, exemplary damages,
                              Consequential Damages, multiple damages, or any
                              other damages not measured by the prevailing
                              Party's actual damages, and may not, in any event,
                              make any ruling, finding or award that does not
                              conform to the terms and conditions of this
                              Agreement. The times specified in this Section may
                              be extended or shortened upon mutual agreement of
                              the Parties or by the arbitrator upon a showing of
                              good cause. Each Party will bear its own costs of
                              these procedures, including attorneys' fees. The
                              Parties will equally split the fees of the
                              arbitration and the arbitrator. The arbitrator's
                              award shall be final and binding and may be
                              entered in any court having jurisdiction thereof.
                              Judgment upon the award rendered by the arbitrator
                              may be entered in any court having jurisdiction.

16.       AUDITS - APPLICABLE IN SBC-12STATE ONLY

          16.1      Subject to the restrictions set forth in Section 27 and
                    except as may be otherwise expressly provided in this
                    Agreement, a Party (the "AUDITING PARTY") may audit the
                    other Party's (the "AUDITED PARTY") books, records, data and
                    other documents, as provided herein, once annually, with the
                    audit period commencing not earlier than the date on which
                    services were first supplied under this Agreement ("SERVICE
                    START DATE") for the purpose of evaluating (i) the accuracy
                    of Audited Party's billing and invoicing of the services
                    provided hereunder and (ii) verification of compliance with
                    any provision of this Agreement that affects the accuracy of
                    Auditing Party's billing and invoicing of the services
                    provided to Audited Party hereunder. Notwithstanding the
                    foregoing, an Auditing Party may audit the Audited Party's
                    books, records and documents more than once annually if the
                    previous audit found (i) previously uncorrected net
                    variances or errors in invoices in Audited Party's favor
                    with an aggregate value of at least five percent (5%) of
                    the amounts payable by Auditing Party for audited services
                    provided during the period covered by the audit or (ii)
                    non-compliance by Audited Party with any provision of this
                    Agreement affecting Auditing Party's billing and invoicing
                    of the services provided to Audited Party with an aggregate
                    value of at least five percent (5%) of the amounts payable
                    by Audited Party for audited services provided during the
                    period covered by the audit.

                    16.1.1    The scope of the audit shall be limited to the
                              period which is the shorter of (i) the period
                              subsequent to the last day of the period covered
                              by the audit which was last performed (or if no
                              audit has been performed, the service start date
                              and (ii) the twelve (12) month period immediately
                              preceding the date the Audited Party received
                              notice of such requested audit, but in any event
                              not prior to the service start date. Such audit
                              shall begin no fewer than thirty (30) days after
                              Audited Party receives a written notice

<PAGE>

                              requesting an audit and shall be completed no
                              later than thirty (30) days after the start of
                              such audit.

                    16.1.2    Such audit shall be conducted either by the
                              Auditing Party's employee(s) or an independent
                              auditor acceptable to both Parties; provided,
                              however, if the Audited Party requests that an
                              independent auditor be engaged and the Auditing
                              Party agrees, the Audited Party shall pay
                              one-quarter (1/4) of the independent auditor's
                              fees and expenses. If an independent auditor is to
                              be engaged, the Parties shall select an auditor by
                              the thirtieth day following Audited Party's
                              receipt of a written audit notice. Auditing Party
                              shall cause the independent auditor to execute a
                              nondisclosure agreement in a form agreed upon by
                              the Parties.

                    16.1.3    Each audit shall be conducted on the premises of
                              the Audited Party during normal business hours.
                              Audited Party shall cooperate fully in any such
                              audit and shall provide the auditor reasonable
                              access to any and all appropriate Audited Party
                              employees and any books, records and other
                              documents reasonably necessary to assess (i) the
                              accuracy of Audited Party's bills and (ii) Audited
                              Party's compliance with the provisions of this
                              Agreement that affect the accuracy of Auditing
                              Party's billing and invoicing of the services
                              provided to Audited Party hereunder. Audited Party
                              may redact from the books, records and other
                              documents provided to the auditor any Audited
                              Party Proprietary Information that reveals the
                              identity of End Users of Audited Party.

                    16.1.4    Each Party shall maintain reports, records and
                              data relevant to the billing of any services that
                              are the subject matter of this Agreement for a
                              period of not less than twenty-four (24) months
                              after creation thereof, unless a longer period is
                              required by Applicable Law.

                    16.1.5    If any audit confirms any undercharge or
                              overcharge, then Audited Party shall (i) promptly
                              correct any billing error, including making refund
                              of any overpayment by Auditing Party in the form
                              of a credit on the invoice for the first full
                              billing cycle after the Parties have agreed upon
                              the accuracy of the audit results and (ii) for any
                              undercharge caused by the actions of the Audited
                              Party, immediately compensate Auditing Party for
                              such undercharge, and (iii) in each case,
                              calculate and pay interest as provided in Section
                              9.1.4 (depending on the SBC Parties and billing
                              systems involved), for the number of days from the
                              date on which such undercharge or overcharge
                              originated until the date on which such credit is
                              issued or payment is made and available.

                    16.1.6    Except as may be otherwise provided in this
                              Agreement, audits shall be performed at Auditing
                              Party's expense, subject to reimbursement by

<PAGE>

                              Audited Party of one-quarter (1/4) of any
                              independent auditor's fees and expenses in the
                              event that an audit finds, and the Parties
                              subsequently verify, a net adjustment in the
                              charges paid or payable by Auditing Party
                              hereunder by an amount that is, on an annualized
                              basis, greater than five percent (5%) of the
                              aggregate charges for the audited services during
                              the period covered by the audit.

                    16.1.7    Any disputes concerning audit results shall be
                              referred to the Parties' respective personnel
                              responsible for informal resolution. If these
                              individuals cannot resolve the dispute within
                              thirty (30) days of the referral, either Party may
                              request in writing that an additional audit shall
                              be conducted by an independent auditor acceptable
                              to both Parties, subject to the requirements set
                              out in Section 16.1. Notwithstanding anything
                              contained in this Agreement to the contrary, any
                              additional audit shall be at the requesting
                              Party's expense.

          16.2      Audits - SNET only

                    16.2.1    SNET shall arrange for one (1) annual independent
                              audit to be conducted by a "Big Six" independent
                              public accounting firm or an accounting firm
                              mutually agreed to by SNET, CLEC and all other
                              local service providers doing business with SNET
                              under the terms of an agreement adopted pursuant
                              to Sections 251 and 252 of the Act for the purpose
                              of evaluating the accuracy of SNET's billing and
                              invoicing.

                    16.2.2    SNET will cooperate fully with the independent
                              auditor in such audit and provide reasonable
                              access to any and all appropriate SNET employees,
                              books, records and other documents reasonably
                              necessary to perform the audit.

                    16.2.3    SNET shall promptly correct any billing error that
                              is revealed in the audit, including making refund
                              of any overpayment to CLEC in the form of a credit
                              on the invoice for the first full billing cycle
                              after the audit report is issued; such refund
                              shall include interest on the overpayment at the
                              rate of eight percent (8%) per year. In the event
                              that the audit reveals any underbilling and
                              resulting underpayment to SNET by CLEC, the
                              underpayment shall be reflected in CLEC's invoice
                              for the first full billing cycle after the audit
                              report is issued. SNET will not be entitled to
                              recover interest on any underbilling to CLEC
                              revealed by the audit for the time preceding the
                              amount appearing on CLECs bill from SNET, however,
                              SNET shall be entitled to recover interest at
                              the interest rate referenced in Section 9.1.4.1 on
                              such underbilling and CLEC shall pay interest for
                              the number of days from the Bill Due Date of the
                              bill on which such
<PAGE>

                              underbilling was rectified until the date on which
                              payment is made and available to SNET.

17.       RESPONSIBILITIES OF SWBT

          17.1      SBC-13STATE shall allow CLEC to place service orders and
                    receive phone number assignments (for new lines). These
                    activities shall be accomplished by facsimile or electronic
                    interface. SBC-13STATE shall provide interface
                    specifications for electronic access for these functions to
                    CLEC. However, CLEC shall be responsible for modifying and
                    connecting any of its systems with SBC-13STATE-provided
                    interfaces, as outlined in Appendix OSS.

          17.2      SBC-13STATE shall implement CLEC service orders within the
                    same time intervals SBC-13STATE uses to implement service
                    orders for similar services for its own End Users.

                    17.2.1    Methods and procedures for ordering are outlined
                              in the Customer Handbook, available on-line, as
                              amended by SBC-13STATE in its sole discretion from
                              time to time. All Parties agree to abide by the
                              procedures contained therein.

          17.3      CLEC will have the ability to report trouble for its End
                    Users to appropriate SBC-13STATE trouble reporting center(s)
                    twenty-four (24) hours a day, 7 days a week. CLEC will be
                    assigned customer contact center(s) when initial service
                    agreements are made. CLEC End Users calling SBC-13STATE for
                    service will be referred to CLEC at the number provided by
                    CLEC. Nothing herein shall be interpreted to authorize CLEC
                    to repair, maintain, or in any way touch SBC-13STATEs
                    network facilities, including those on End User premises.

                    17.3.1    Methods and procedures for trouble reporting are
                              outlined in the CLEC Handbook, available on-line,
                              as amended by SBC-13STATE in its sole discretion
                              from time to time. All Parties agree to abide by
                              the procedures contained therein.

          17.4      SBC-13STATE will provide CLEC with detailed billing
                    information necessary for CLEC to issue bill(s) to its End
                    User(s). CLEC has the option of receiving a daily usage file
                    ("DUF") in accordance with the terms and conditions set
                    forth in Section 9.8. Should CLEC elect to subscribe to the
                    DUF, CLEC agrees to pay SBC-13STATE the charges specified in
                    Appendix Pricing under the "Other (Resale)" category listed
                    as "Electronic Billing Information Data (daily usage) (per
                    message)."

          17.5      SBC-13STATE shall make Telecommunications Services that
                    SBC-13STATE provides at retail to subscribers who are not
                    Telecommunications Carriers

<PAGE>

                    available for resale consistent with the obligation under
                    Section 251(c)(4)(A) of the Act and other applicable
                    limitations. SBC-13STATE will notify CLEC of any changes in
                    the terms and conditions under which SBC-13STATE offers
                    Telecommunications Services at retail to subscribers who are
                    not Telecommunications Carriers, including but not limited
                    to, the introduction of any new features, functions,
                    services, promotions, grandfathering or the discontinuance
                    of current features or services at the time a tariff filing
                    is transmitted to the appropriate State Commission, or, in
                    situations where a tariff filing is not so transmitted,
                    within sixty (60) calendar days of the expected effective
                    date of such change.

                    17.5.1    SBC-13STATE currently makes such notification as
                              described in Section 24. Notification of any new
                              service available to CLEC for resale shall advise
                              CLEC of the category in which such new service
                              shall be placed, and the same discount already
                              applicable to CLEC in that category shall apply to
                              the new service.

          17.6      CLEC's End User's activation of Call Trace shall be handled
                    by the SBC-13STATE operations center(s) responsible for
                    handling such requests. SBC-13STATE shall notify CLEC of
                    requests by its End Users to provide call records to the
                    proper authorities. Subsequent communication and resolution
                    of each case involving one of CLEC's End Users (whether that
                    End User is the victim or the suspect) will be coordinated
                    through CLEC.

                    17.6.1    CLEC acknowledges that for services where reports
                              are provided to law enforcement agencies (for
                              example, Call Trace) only billing number and
                              address information shall be provided. It shall be
                              CLEC's responsibility to provide additional
                              information necessary for any police
                              investigation.

                              17.6.1.1  In addition to any other indemnity
                                        obligations in this Agreement or any
                                        Appendix attached hereto, CLEC shall
                                        indemnify SBC-13STATE against any Claim
                                        that insufficient information led to
                                        inadequate prosecution.

                    17.6.2    SBC-13STATE shall handle law enforcement requests
                              consistent with the Law Enforcement Section of
                              this Agreement.

          17.7      This section applies only to PACIFIC:

                    17.7.1    PACIFIC WILL make available to CLEC an optional
                              service, Repair Transfer Service ("RTS"). In the
                              event a CLEC's End User dials 611 (811-8081 for
                              Priority Business customers) for repair, PACIFIC
                              will provide a recorded announcement of the CLEC
                              name and number and PACIFIC will automatically
                              transfer the caller to the CLEC designated

<PAGE>

                              800/888 number for repair service. CLEC must
                              provide written notification to PACIFIC at least
                              thirty (30) calendar days prior to the
                              implementation of RTS. Written notification must
                              include the CLEC name and 800/888 numbers for RTS
                              to the CLEC repair bureau and business office.
                              There will be no charges associated with the
                              initial set-up for RTS, however, charges will
                              apply to any subsequent changes to the recorded
                              name announcement and telephone number. Rates for
                              subsequent changes are set forth in the Appendix
                              PRICING in the "Other (ResaleE)" category listed
                              as "Repair Transfer Service." Subsequent charges
                              include: Recorded Name Announcement, 800/888
                              Telephone Number and Name Announcement & Telephone
                              Number.

18.       DISCLAIMER OF REPRESENTATIONS AND WARRANTIES

          18.1      EXCEPT AS EXPRESSLY PROVIDED UNDER THIS AGREEMENT, NO PARTY
                    MAKES OR RECEIVES ANY WARRANTY, EXPRESS OR IMPLIED, WITH
                    RESPECT TO THE SERVICES, FUNCTIONS, FACILITIES AND PRODUCTS
                    IT PROVIDES UNDER OR IS CONTEMPLATED TO PROVIDE UNDER THIS
                    AGREEMENT AND EACH PARTY DISCLAIMS THE IMPLIED WARRANTIES OF
                    MERCHANTABILITY AND/OR OF FITNESS FOR A PARTICULAR PURPOSE.
                    ADDITIONALLY, NEITHER SBC NOR CLEC ASSUMES RESPONSIBILITY
                    WITH REGARD TO THE CORRECTNESS OF DATA OR INFORMATION
                    SUPPLIED BY THE OTHER WHEN THIS DATA OR INFORMATION IS
                    ACCESSED AND USED BY A THIRD PARTY.

19.       LIMITATION OF LIABILITY

          19.1      Except for indemnity obligations expressly set forth herein
                    or as otherwise expressly provided in specific appendices,
                    each Party's liability to the other Party for any Loss
                    relating to or arising out of such Party's performance under
                    this Agreement, including any negligent act or omission
                    (whether willful or inadvertent), whether in contract, tort
                    or otherwise, including alleged breaches of this Agreement
                    and causes of action alleged to arise from allegations that
                    breach of this Agreement also constitute a violation of a
                    statute, including the Act, shall not exceed in total the
                    amount SBC-13STATE or CLEC has charged or would have charged
                    to the other Party for the services, functions, facilities
                    and products that were not performed or were improperly
                    performed.

          19.2      Except as otherwise expressly provided in specific
                    appendices, in the case of any Loss alleged or claimed by a
                    Third Party to have arisen out of the negligence or willful
                    misconduct of any Party, each Party shall bear, and its
                    obligation shall be limited to, that portion (as mutually
                    agreed to by the Parties or as otherwise established) of the
                    resulting expense caused by its own negligence or willful

<PAGE>

                    misconduct or that of its agents, servants, contractors, or
                    others acting in aid or concert with it.

          19.3      A Party may, in its sole discretion, provide in its tariffs
                    and contracts with its End Users or Third Parties that
                    relate to any services, functions, facilities and products
                    provided or contemplated under this Agreement that, to the
                    maximum extent permitted by Applicable Law, such Party shall
                    not be liable to such End User or Third Party for (i) any
                    Loss relating to or arising out of this Agreement, whether
                    in contract, tort or otherwise, that exceeds the amount such
                    Party would have charged the End User or Third Party for the
                    services, functions, facilities and products that gave rise
                    to such Loss and (ii) any Consequential Damages. If a Party
                    elects not to place in its tariffs or contracts such
                    limitation(s) of liability, and the other Party incurs a
                    Loss as a result thereof, the first Party shall indemnify
                    and reimburse the other Party for that portion of the Loss
                    that would have been limited had the first Party included in
                    its tariffs and contracts the limitation(s) of liability
                    described in this Section 19.3.

          19.4      Neither CLEC nor SBC-13STATE shall be liable to the other
                    Party for any Consequential Damages suffered by the other
                    Party, regardless of the form of action, whether in
                    contract, warranty, strict liability, tort or otherwise,
                    including negligence of any kind, whether active or passive
                    (and including alleged breaches of this Agreement and causes
                    of action alleged to arise from allegations that breach of
                    this Agreement constitutes a violation of the Act or other
                    statute), and regardless of whether the Parties knew or had
                    been advised of the possibility that such damages could
                    result in connection with or arising from anything said,
                    omitted, or done hereunder or related hereto, including
                    willful acts or omissions; provided that the foregoing shall
                    not limit a Party's obligation under Section 21 to
                    indemnify, defend, and hold the other Party harmless against
                    any amounts payable to a Third Party, including any Losses,
                    and Consequential Damages of such Third Party; provided,
                    however, that nothing in this Section 19.4 shall impose
                    indemnity obligations on a Party for any Loss or
                    Consequential Damages suffered by a Party's End User in
                    connection with any affected services, functions, facilities
                    and products. Except as provided in the prior sentence, each
                    Party hereby releases and holds harmless the other Party
                    (and such other Party's Affiliates, and their respective
                    officers, directors, employees and agents) from any such
                    Claim.

          19.5      SBC-13STATE shall not be liable for damages to an End User's
                    premises resulting from the furnishing of any services,
                    functions, facilities and products, including, if
                    applicable, the installation and removal of equipment and
                    associated wiring, unless the damage is caused by
                    SBC-13STATE's gross negligence or willful misconduct.
                    SBC-13STATE does not guarantee or make any warranty with
                    respect to services, functions, facilities and products when
                    used in an explosive atmosphere.

<PAGE>

          19.6      CLEC hereby releases SBC-13STATE from any and all liability
                    for damages due to errors or omissions in CLEC's End User
                    listing information as provided by CLEC to SBC-13STATE under
                    this Agreement, including any errors or omissions occurring
                    in CLEC's End User listing information as it appears in the
                    White Pages directory, including, but not limited to,
                    special, indirect, Consequential, punitive or incidental
                    damages.

          19.7      SBC-13 STATE shall not be liable to CLEC, its End User or
                    any other Person for any Loss alleged to arise out of the
                    provision of access to 911 service or any errors,
                    interruptions, defects, failures or malfunctions of 911
                    service.

          19.8      This Section 19 is not intended to exempt any Party from all
                    liability under this Agreement, but only to set forth the
                    scope of liability agreed to and the type of damages that
                    are recoverable. Both Parties acknowledge that they
                    negotiated regarding alternate limitation of liability
                    provisions but that such provisions would have altered the
                    cost, and thus the price, of providing the services,
                    functions, facilities and products available hereunder, and
                    no different pricing reflecting different costs and
                    different limits of liability was agreed to.

20.       RESPONSIBILITIES OF CLEC

          20.1      CLEC is solely responsible for the payment of all charges
                    for all services furnished under this Agreement, including
                    but not limited to, calls originated or accepted at CLEC's
                    location and its End Users' service locations; provided,
                    however, CLEC shall not be responsible for payment of
                    charges for any retail services furnished by SBC-13STATE
                    directly to End Users and billed by SBC-13STATE directly to
                    End Users.

                    20.1.1    Interexchange carried traffic (for example,
                              sent-paid, information services and alternate
                              operator services messages) received by
                              SBC-13STATE for billing to resold End User
                              accounts will be returned as unbillable and will
                              not be passed to CLEC for billing. An unbillable
                              code will be returned with those messages to the
                              carrier indicating that the messages originated
                              from a resold account and will not be billed by
                              SBC-13STATE.

          20.2      SBC-13STATE shall not be responsible for the manner in which
                    utilization of resold services or the associated charges
                    are allocated to End Users or others by CLEC. All applicable
                    rates and charges for services provided to CLEC under this
                    Agreement will be billed directly to CLEC and shall be the
                    responsibility of CLEC; provided, however, that CLEC shall
                    not be responsible for payment of charges for any retail
                    services furnished by SBC-13STATE directly to End Users and
                    billed by SBC-13STATE directly to End Users.

<PAGE>

                    20.2.1    Charges billed to CLEC for all services provided
                              under this Agreement shall be paid by CLEC
                              regardless of CLEC's ability or inability to
                              collect from its End User(s) for such services.

          20.3      If CLEC does not wish to be responsible for payment of
                    charges for collect, third number billed, toll and
                    information services (for example, 900) calls, it must order
                    the appropriate blocking for lines provided under this
                    Agreement and pay any applicable charges. It is the
                    responsibility of CLEC to order the appropriate toll
                    restriction or blocking on lines resold to End Users. CLEC
                    acknowledges that blocking is not available for certain
                    types of calls, including 800, 888, 411 and Directory
                    Assistance Express Call Completion. Depending on the
                    origination point, for example, calls originating from
                    correctional facilities, some calls may bypass blocking
                    systems. CLEC acknowledges all such limitations and accepts
                    all responsibility for any charges associated with calls for
                    which blocking is not available and any charges associated
                    with calls that bypass blocking systems.

          20.4      CLEC shall be responsible for modifying and connecting any
                    of its systems with SBC-13STATE-provided interfaces as
                    described in this Agreement and Appendix OSS to this
                    Agreement.

          20.5      CLEC shall be responsible for providing to its End Users and
                    to SBC-13STATE a telephone number or numbers that CLEC's End
                    Users may use to contact CLEC in the event that the End User
                    desires a repair/service call.

                    20.5.1    In the event that CLEC's End Users contact
                              SBC-13STATE with regard to repair requests,
                              SBC-13STATE shall inform such End Users to call
                              CLEC and will provide CLEC's contact number
                              furnished by CLEC.

          20.6      CLEC acknowledges and agrees that, in the event CLEC makes
                    any "CLEC Change" as that term is defined in Section 5.3,
                    CLEC shall comply with the provisions set forth in Section
                    5.3.

          20.7      For the purposes of establishing, provisioning and billing
                    services to be furnished CLEC under this Agreement, prior to
                    the Effective Date, CLEC shall provide SBC-13STATE with
                    CLEC's authorized and nationally recognized distinct Company
                    Code/Operating Company Number ("OCN")/Alternate Exchange
                    Carrier Number ("AECN") for resale of services.

          20.8      CLEC will provide forecasts to SBC-13STATE every January and
                    July using the SBC-13STATE network information form, or a
                    format mutually agreed to by the Parties. These written
                    forecasts will be based on CLEC's best estimates and will
                    include all resale products CLEC will be ordering within the
                    forecast period.

<PAGE>

          20.9      On no less than sixty (60) calendar days advance written
                    notice, CLEC may, at its option, subscribe to the Local
                    Disconnect Report ("LDR"). SBC-13STATE will furnish the
                    following information via the LDR: the Billing Telephone
                    Number ("BTN"), Working Telephone Number "WTN"), and
                    terminal number of all End Users who have disconnected
                    CLEC's service. Information furnished electronically will be
                    provided daily on a per WTN basis and priced on a per WTN
                    basis. CLEC shall pay SBC-13STATE for the LDR per WTN plus
                    any applicable transmission charges for the LDR; current WTN
                    prices are as set forth in Appendix Pricing in the "Other
                    (Resale)" category, listed as "Local Disconnect Report."

                    20.9.1    CLEC agrees that SBC-13STATE may change the per
                              WTN charge, at SBC-13STATE's sole discretion, so
                              long as SBC-13STATE provides CLEC no less than
                              thirty (30) calendar days notice prior to any
                              change in the per WTN charge.

                    20.9.2    SBC-13STATE grants to CLEC a non-exclusive right
                              to use the LDR information provided by
                              SBC-13STATE. CLEC will not permit anyone but its
                              duly authorized employees or agents to inspect or
                              use this information.

21.       INDEMNITY

          21.1      Except as otherwise expressly provided herein or in specific
                    appendices, each Party shall be responsible only for the
                    services, functions, facilities and products that are
                    provided by that Party, its authorized agents,
                    subcontractors, or others retained by such Parties, and
                    neither Party shall bear any responsibility for the
                    services, functions, facilities and products provided by the
                    other Party, its agents, subcontractors, or others retained
                    by such Parties.

          21.2      Except as otherwise expressly provided herein or in specific
                    appendices, and to the extent not prohibited by Applicable
                    Law and not otherwise controlled by tariff, each Party (the
                    "INDEMNIFYING PARTY") shall release, indemnify, hold
                    harmless and defend the other Party (the "INDEMNIFIED
                    PARTY") against any Loss to a Third Party arising out of the
                    negligence or willful misconduct ("FAULT") of such
                    Indemnifying Party, its agents, its End Users, contractors,
                    or others retained by such Parties, in connection with the
                    Indemnifying Party's provision of services, functions,
                    facilities and products under this Agreement; provided,
                    however, that (i) with respect to employees or agents of the
                    Indemnifying Party, such Fault occurs while performing
                    within the scope of their employment, (ii) with respect to
                    subcontractors of the Indemnifying Party, such Fault occurs
                    in the course of performing duties of the subcontractor
                    under its subcontract with the Indemnifying Party, and (iii)
                    with respect to the Fault of employees or agents of such
                    subcontractor, such Fault occurs while performing within the
                    scope of their

<PAGE>

                    employment by the subcontractor with respect to such duties
                    of the subcontractor under the subcontract.

          21.3      In the case of any Loss alleged or claimed by an End User of
                    either Party, the Party whose End User alleged or claimed
                    such Loss (the "INDEMNIFYING PARTY") shall release,
                    indemnify, hold harmless and defend the other Party (the
                    "INDEMNIFIED PARTY") against any and all such Claims or
                    Losses by its End User regardless of whether the underlying
                    service, function, facility or product giving rise to such
                    Claim or Loss was provided or provisioned by the Indemnified
                    Party, unless the Claim or Loss was caused by the gross
                    negligence or willful misconduct of the Indemnified Party.

          21.4      A Party (the "INDEMNIFYING PARTY") shall release, indemnify,
                    hold harmless and defend the other Party ("INDEMNIFIED
                    PARTY") against any Claim or Loss arising from the
                    Indemnifying Party's use or resale of services, functions,
                    facilities and products provided under this Agreement
                    involving:

                    21.4.1    any Claim or Loss arising from such Indemnifying
                              Party's use or resale of services, functions,
                              facilities and products provided under this
                              Agreement, involving any Claim for libel, slander,
                              invasion of privacy, or infringement of
                              Intellectual Property rights arising from the
                              Indemnifying Party's own communications or the
                              communications of such Indemnifying Party's End
                              Users.

                              21.4.1.1  The foregoing includes any Claims or
                                        Losses arising from disclosure of any
                                        End User-specific information associated
                                        with either the originating or
                                        terminating numbers used to provision
                                        services, functions, facilities and
                                        products provided hereunder and all
                                        other Claims arising out of any act or
                                        omission of the End User in the course
                                        of using any services, functions,
                                        facilities or products provided pursuant
                                        to this Agreement.

                              21.4.1.2  The foregoing includes any Losses
                                        arising from Claims for actual or
                                        alleged infringement of any Intellectual
                                        Property right of a Third Party to the
                                        extent that such Loss arises from an
                                        Indemnified Party's or an Indemnified
                                        Party's End User's use of services,
                                        functions, facilities or products
                                        provided under this Agreement; provided,
                                        however, that an Indemnifying Party's
                                        obligation to defend and indemnify the
                                        Indemnified Party shall not apply in the
                                        case of:

                                        21.4.1.2.1 any use by an Indemnified
                                                   Party or its End User of a
                                                   service, function, facility
                                                   or product in combination

<PAGE>

                                                   with a service, function,
                                                   facility or product supplied
                                                   by the Indemnified Party or
                                                   Persons other than the
                                                   Indemnifying Party; or

                                        21.4.1.2.2 where an Indemnified Party or
                                                   its End User modifies or
                                                   directs the Indemnifying
                                                   Party to modify such
                                                   services, functions,
                                                   facilities or products; and

                                        21.4.1.2.3 no infringement would have
                                                   occurred without such
                                                   combined use or modification.

                    21.4.2    any and all penalties imposed on either Party
                              because of the Indemnifying Party's failure to
                              comply with the Communications Assistance to Law
                              Enforcement Act of 1994 (CALEA); provided that
                              the Indemnifying Party shall also, at its sole
                              cost and expense, pay any amounts necessary to
                              modify or replace any service, product or
                              equipment provided to the Indemnified Party under
                              this Agreement to ensure that such services,
                              products and equipment fully comply with CALEA.

          21.5      In addition to any other indemnity obligations contained in
                    this Agreement, CLEC shall release, indemnify, protect, save
                    harmless and defend SBC-13STATE from and against any and all
                    Losses, costs, liability, damages and expense (including
                    reasonable attorney's fees) arising out of any demand,
                    Claim, suit or judgment by any Third Party, including a PSP,
                    in any way relating to or arising from any of the following:

                    21.5.1    CLEC's failure to comply with all the terms and
                              conditions of this Agreement; or

                    21.5.2    Use by a PSP customer of CLEC of any service other
                              than a Payphone Line to provide pay telephone
                              service; or

                    21.5.3    False representation by CLEC.

          21.6      In addition to any other indemnity obligations contained in
                    this Agreement, CLEC shall release, indemnify, protect, hold
                    harmless and defend SBC-13STATE from and against any and all
                    Losses, liability, damages and expense arising out of any
                    demand, Claim, suit or judgment by a Third Party in any way
                    related to any error or omission in CLEC's End User listing
                    information, including any error or omission related to
                    non-published or non-listed End User listing information.
                    Notwithstanding anything contained in this Agreement to the
                    contrary, if such demand, claim or suit specifically alleges
                    that an error or omission appears in CLEC's End User listing
                    information in the White Pages directory, SBC-

<PAGE>

                    13STATE may, at its option, assume and undertake its own
                    defense, or assist in the defense of CLEC, in which event
                    CLEC shall reimburse SBC-13STATE for reasonable attorney's
                    fees and other expenses incurred by SBC-13STATE in handling
                    and defending such demand, claim and/or suit.

          21.7      In addition to any other indemnity obligations contained in
                    this Agreement, CLEC shall release, indemnify, protect, hold
                    harmless and defend SBC-13STATE from any Loss arising out of
                    SBC-13STATE's provision of access to 911 service or CLEC's
                    End Users' use of 911 service, whether suffered, made,
                    instituted or asserted by CLEC, its End User, or by any
                    other Person, for any personal injury or death of any
                    Person(s) or for any loss, damage or destruction of any
                    property, whether owned by CLEC, its End User or any other
                    Person, unless the act or omission proximately causing the
                    Loss constitutes gross negligence, recklessness or
                    intentional misconduct of SBC-13STATE.

          21.8      In addition to any other indemnity obligations contained in
                    this Agreement, CLEC shall release, indemnify, protect, hold
                    harmless and defend SBC-13STATE from any Loss involving an
                    allegation of the infringement or invasion of the right of
                    privacy or confidentiality of any Person caused or claimed
                    to have been caused, directly or indirectly, by the
                    installation, operation, failure to operate, maintenance,
                    removal, presence, condition, occasion or use of the 911
                    service features and the equipment associated therewith,
                    including the identification of the telephone number,
                    address or name associated with the telephone used by the
                    Person accessing 911 service, unless the act or omission
                    proximately causing the Loss constitutes gross negligence,
                    recklessness or intentional misconduct of SBC13-STATE.

          (Intellectual)

          21.9      CLEC acknowledges that its rights under this Agreement to
                    may be subject to or limited by Intellectual Property rights
                    and contract rights of Third Parties.

                    21.9.1    Subject to SBC-13STATE's obligations under any
                              Commission decisions, it is the sole obligation of
                              CLEC to obtain any consents, authorizations, or
                              licenses to or for any Third Party Intellectual
                              Property rights that may be necessary for CLEC's
                              use of functions, facilities, products and
                              services furnished under this Agreement.

                    21.9.2    SBC-13STATE hereby conveys no licenses to use such
                              Intellectual Property rights and makes no
                              warranties, express or implied, concerning CLEC's
                              (or any Third Parties') rights with respect to
                              such Intellectual Property rights and contract
                              rights, including whether such rights will be
                              violated by CLEC's use of functions, facilities,
                              products or services furnished under this
                              Agreement.

<PAGE>

                    21.9.3    Subject to SBC-13STATE's obligations under any
                              Commission decisions and except as expressly
                              stated in this Agreement, SBC-13STATE does not and
                              shall not indemnify, defend or hold CLEC harmless,
                              nor be responsible for indemnifying or defending,
                              or holding CLEC harmless, for any Claims or Losses
                              for actual or alleged infringement of any
                              Intellectual Property right or interference with
                              or violation of any contract right that arises out
                              of, is caused by, or relates to CLEC's use of
                              functions, facilities, products or services
                              furnished under this Agreement.

          21.10     Subject to SBC-13STATE's obligations under any Commission
                    decision and except as expressly stated in this Agreement,
                    CLEC shall release, indemnify, hold harmless and defend
                    SBC-13STATE from and against all Losses arising out of,
                    caused by, or relating to any real or potential claim that
                    CLEC's use of services, functions, facilities or products
                    furnished under this Agreement violates or infringes upon
                    any Third Party Intellectual Property rights or constitutes
                    a breach of contract. In no event shall SBC-13STATE be
                    liable for any actual or Consequential Damages that CLEC may
                    suffer arising out of same.

          21.11     CLEC shall reimburse SBC-13STATE for damages to
                    SBC-13STATE's services, functions, facilities or products
                    furnished hereunder caused by the negligence or willful act
                    of CLEC, its agents or subcontractors or CLEC's End User or
                    resulting from CLEC's improper use of services, functions,
                    facilities or products furnished under this Agreement or due
                    to malfunction of any services, functions, facilities,
                    products or equipment provided by any Person other than
                    SBC-13STATE. Upon reimbursement for damages, SBC-13STATE
                    will cooperate with CLEC in prosecuting a claim against the
                    Person causing such damage. CLEC shall be subrogated to the
                    right of recovery by SBC-13STATE for the damages to the
                    extent of such payment.

          21.12     INDEMNIFICATION PROCEDURES

                    21.12.1   Whenever a claim shall arise for indemnification
                              under this Section 21, the relevant Indemnified
                              Party, as appropriate, shall promptly notify the
                              Indemnifying Party and request in writing the
                              Indemnifying Party to defend the same. 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.

                    21.12.2   The Indemnifying Party shall have the right to
                              defend against such liability or assertion, in
                              which event the Indemnifying Party shall give
                              written notice to the Indemnified Party of
                              acceptance of the defense of such claim and the
                              identity of counsel selected by the Indemnifying
                              Party.

<PAGE>

                    21.12.3   Until such time as Indemnifying Party provides
                              written notice of acceptance of the defense of
                              such claim, the Indemnified Party shall defend
                              such claim, at the expense of the Indemnifying
                              Party, subject to any right of the Indemnifying
                              Party to seek reimbursement for the costs of such
                              defense in the event that it is determined that
                              Indemnifying Party had no obligation to indemnify
                              the Indemnified Party for such claim.

                    21.12.4   Upon accepting the defense, the Indemnifying Party
                              shall have exclusive right to control and conduct
                              the defense and settlement of any such claim,
                              subject to consultation with the Indemnified
                              Party. So long as the Indemnifying Party is
                              controlling and conducting the defense, the
                              Indemnifying Party shall not be liable for any
                              settlement by the Indemnified Party unless such
                              Indemnifying Party has approved such settlement in
                              advance and agrees to be bound by the agreement
                              incorporating such settlement.

                    21.12.5   At any time, an Indemnified Party shall have the
                              right to refuse a compromise or settlement, and,
                              at such refusing Party's cost, to take over such
                              defense; provided that, in such event the
                              Indemnifying Party shall not be responsible for,
                              nor shall it be obligated to indemnify the
                              refusing Party against, any cost or liability in
                              excess of such refused compromise or settlement.

                    21.12.6   With respect to any defense accepted by the
                              Indemnifying Party, the Indemnified Party will be
                              entitled to participate with the Indemnifying
                              Party in such defense if the claim requests
                              equitable relief or other relief that could affect
                              the rights of the Indemnified Party, and shall
                              also be entitled to employ separate counsel for
                              such defense at such Indemnified Party's expense.

                    21.12.7   If the Indemnifying Party does not accept the
                              defense of any indemnified claim as provided
                              above, the Indemnified Party shall have the right
                              to employ counsel for such defense at the expense
                              of the Indemnifying Party.

                    21.12.8   In the event of a failure to assume the defense,
                              the Indemnified Party may negotiate a settlement,
                              which shall be presented to the Indemnifying
                              Party. If the Indemnifying Party refuses to agree
                              to the presented settlement, the Indemnifying
                              Party may take over the defense. If the
                              Indemnifying Party refuses to agree to the
                              presented settlement and refuses to take over the
                              defense, the Indemnifying Party shall be liable
                              for any reasonable cash settlement not involving
                              any admission of liability by the Indemnifying
                              Party, though such settlement may have been made
                              by the Indemnified Party without approval of the

<PAGE>

                              Indemnifying Party, it being the Parties' intent
                              that no settlement involving a non-monetary
                              concession by the Indemnifying Party, including an
                              admission of liability by such Party, shall take
                              effect without the written approval of the
                              Indemnifying Party.

                    21.12.9   Each Party agrees to cooperate and to cause its
                              employees and agents to cooperate with the other
                              Party in the defense of any such claim and the
                              relevant records of each Party shall be available
                              to the other Party with respect to any such
                              defense, subject to the restrictions and
                              limitations set forth in Section 27.

22.       REMEDIES

          22.1      Except as otherwise provided in this Agreement, no remedy
                    set forth herein is intended to be exclusive and each and
                    every remedy shall be cumulative and in addition to any
                    other rights or remedies now or hereafter existing under
                    Applicable Law or otherwise.

23.       INTELLECTUAL PROPERTY

          23.1      INTELLECTUAL PROPERTY - SBC-8STATE

                    23.1.1    SBC-8STATE will provide to CLEC a list of all
                              vendors/licensors applicable to unbundled Network
                              Element(s) (which vendors have provided SBC-8STATE
                              a software license) within seven (7) days of
                              CLEC's request for such a list. Except as may be
                              required by Commission decisions, SBC-8STATE makes
                              no warranties, express or implied, concerning
                              CLEC's (or any Third Parties) rights with respect
                              to the use of Intellectual Property rights.
                              SBC-8STATE reserves the right to amend the
                              Intellectual Property provision of this Agreement
                              to reflect the FCC ruling (and any appeal
                              therefrom) in CC Docket No. 96-98 (File No. CCBPol
                              97-4), IN THE MATTER OF PETITION OF MCI FOR
                              DECLARATORY RULING.

                    23.1.2    Any Intellectual Property that originates from or
                              is developed by a Party shall remain in the
                              exclusive ownership of that Party.

                    23.1.3    SBC-8STATE will indemnify CLEC for any claims of
                              infringement arising from CLEC's use of
                              Intellectual Property within the scope of any
                              "right to use" agreement negotiated by SBC-8STATE
                              for CLEC pursuant to Section 23.1.1. CLEC will
                              indemnify SBC-8STATE for any claims of
                              infringement arising from CLEC's use of
                              Intellectual Property beyond the scope of any
                              "right to use" agreement negotiated by SBC-8STATE
                              for CLEC pursuant to Section 23.1.1.

<PAGE>

          23.2      Intellectual property-PACIFIC only:

                    23.2.1    To the extent required by the decision of the
                              CPUC, PACIFIC WILL provided CLEC with Intellectual
                              Property rights related to PACIFIC's unbundled
                              Network Elements. CLEC, as the provider of service
                              using the unbundled Network Elements, will provide
                              all features, functions, and capabilities of the
                              individual element to the Customers.

24.       NOTICES

          24.1      Subject to Section 24.2, notices given by one Party to the
                    other Party under this Agreement shall be in writing (unless
                    specifically provided otherwise herein), and unless
                    otherwise expressly required by this Agreement to be
                    delivered to another representative or point of contact,
                    shall be

                    24.1.1    delivered personally;

                    24.1.2    delivered by express overnight delivery service;

                    24.1.3    mailed, via certified mail or first class U.S.
                              Postal Service, with postage prepaid, and a return
                              receipt requested; or

                    24.1.4    delivered by facsimile; provided that a paper copy
                              is also sent by a method described in (a), (b) or
                              (c) of this Section 24.

                    24.1.5    Notices will be deemed given as of the earliest
                              of:

                              24.1.5.1  the date of actual receipt,

                              24.1.5.2  the next Business Day when sent via
                                        express overnight delivery service,

                              24.1.5.3  five (5) days after mailing in the case
                                        of first class or certified U.S. Postal
                                        Service, or

                              24.1.5.4  on the date set forth on the
                                        confirmation produced by the sending
                                        facsimile machine when delivered by
                                        facsimile prior to 5:00 p.m. in the
                                        recipient's time zone, but the next
                                        Business Day when delivered by facsimile
                                        at 5:00 p.m. or later in the recipient's
                                        time zone.

<PAGE>

                    24.1.6    Notices will be addressed to the Parties as
                              follows:
<TABLE>
<CAPTION>
--------------------------------------------------------------------------------
NOTICE CONTACT           CLEC CONTACT            SBC-13STATE
                                                 CONTACT
--------------------------------------------------------------------------------
<S>                      <C>                     <C>
NAME/TITLE               John Duffy              Contract Administration
                         Vice President of       ATTN: Notices Manager
                         Business
                         Development,
                         Telecom
--------------------------------------------------------------------------------
STREET ADDRESS           3 Burlington Woods      311 S. Akard, 9th Floor
                         Drive, 4th Floor        Four Bell Plaza
--------------------------------------------------------------------------------
CITY, STATE, ZIP CODE    Burlington, MA          Dallas, TX 75202-5398
                         01803
--------------------------------------------------------------------------------
TELEPHONE NUMBER         781-229-9599,           214-464-1933
                         ext. 136
--------------------------------------------------------------------------------
FACSIMILE NUMBER         781-229-9499            214-464-2006
--------------------------------------------------------------------------------
</TABLE>

                    24.1.7    Either Party may unilaterally change its
                              designated contact, address, telephone number
                              and/or facsimile number for the receipt of notices
                              by giving written notice to the other Party in
                              compliance with this Section. Any notice to change
                              the designated contact, address, telephone and/or
                              facsimile number for the receipt of notices shall
                              be deemed effective ten (10) days following
                              receipt by the other Party.

          24.2      SBC-8STATE communicates official information to CLECs via
                    its Accessible Letter notification process. This process
                    covers a variety of subjects, including updates on
                    products/services promotions; deployment of new
                    products/services; modifications and price changes to
                    existing products/services; cancellation or retirement of
                    existing products/services; and operational issues.

                    24.2.1    In SBC-8STATES, CLEC may elect in writing to
                              receive Accessible Letter notification via
                              electronic mail ("E-MAIL") distribution, either in
                              lieu of or in addition to United States Postal
                              Service (postage prepaid) distribution. CLEC
                              acknowledges that United States Postal Service
                              (postage prepaid) delivery will delay receipt of
                              the information for a minimum of three (3) to five
                              (5) days from the date the information is made
                              available via e-mail. Accessible Letter
                              notification via e-mail will be deemed given as of
                              the earlier of the date of actual receipt and the
                              date set forth on the e-mail receipt.

                    24.2.2    In SBC-8STATE, CLEC may designate an unlimited
                              number of recipients for Accessible Letter
                              notification via e-mail, but CLEC is limited to
                              designating a maximum of four (4) recipients (in
                              addition to the CLEC
<PAGE>

                              contact designated in Section 24.1) for Accessible
                              Letter notification via United States Postal
                              Service (postage prepaid).

                    24.2.3    In SBC-8STATE, CLEC shall submit a completed
                              Notices / Accessible Letter Recipient Change
                              Request Form (available on the applicable
                              SBC-8STATE's CLEC Handbook website) to the
                              individual specified on that form to designate in
                              writing each individual (other than the CLEC
                              contact designated in Section 24.1) to whom CLEC
                              requests Accessible Letter notification be sent,
                              whether via e-mail or United States Postal
                              Service. CLEC shall submit a completed Notices /
                              Accessible Letter Recipient Change Request Form to
                              add, remove or change recipient information for
                              any CLEC recipient of Accessible Letters (other
                              than the CLEC contact designated in Section 24.1).
                              Any completed Notices / Accessible Letter
                              Recipient Change Request Form shall be deemed
                              effective ten (10) days following receipt by
                              SBC-8STATE.

          24.3      SBC-SWBT ONLY:

                    24.3.1    SBC-SWBT shall provide a toll free facsimile
                              number to CLEC for the submission of requests for
                              services under this Agreement; CLEC shall provide
                              SBC-SWBT with a toll free facsimile number for
                              notices from SBC-SWBT relating to requests for
                              services under this Agreement.

          24.4      SBC-AMERITECH ONLY:

                    24.4.1    SBC-AMERITECH communicates official information to
                              CLECs via its TCNet notification process. This
                              process covers a variety of subjects, including
                              updates on products/services promotions;
                              deployment of new products/services; modifications
                              and price changes to existing products/services;
                              cancellation or retirement of existing
                              products/services; and operational issues.

25.       PUBLICITY AND USE OF TRADEMARKS OR SERVICE MARKS

          25.1      Neither Party nor its subcontractors or agents shall use in
                    any advertising or sales promotion, press releases, or other
                    publicity matters any endorsements, direct or indirect
                    quotes, or pictures that imply endorsement by the other
                    Party or any of its employees without such first Party's
                    prior written approval. The Parties will submit to each
                    other for written approval, prior to publication, all
                    publicity matters that mention or display one another's name
                    and/or marks or contain language from which a connection to
                    said name and/or marks may be inferred or implied; the Party
                    to whom a request is directed shall respond promptly.
                    Nothing herein, however, shall be construed as preventing
                    either Party from publicly stating the fact that it has
                    executed this Agreement with the other

<PAGE>

                    Party.

          25.2      Nothing in this Agreement shall grant, suggest, or imply any
                    authority for one Party to use the name, trademarks, service
                    marks, logos, proprietary trade dress or trade names of the
                    other Party in any advertising, press releases, publicity
                    matters, marketing and/or promotional materials or for any
                    other commercial purpose without prior written approval from
                    such other Party.

26.       NO LICENSE

          26.1      Except at otherwise expressly provided in this Agreement, no
                    license under patents, copyrights or any other Intellectual
                    Property right (other than the limited license to use
                    consistent with the terms, conditions and restrictions of
                    this Agreement) is granted by either Party or shall be
                    implied or arise by estoppel with respect to any
                    transactions contemplated under this Agreement.

27.       CONFIDENTLALITY

          27.1      All information, including specifications, microfilm,
                    photocopies, magnetic disks, magnetic tapes, audit
                    information, models, system interfaces, forecasts, computer
                    programs, software, documentation, drawings, sketches,
                    models, samples, tools, technical information, data,
                    employee records, maps, financial reports, and market data
                    shall be deemed "Confidential" or "proprietary"
                    (COLLECTIVELY "PROPRIETARY INFORMATION") if:

                    27.1.1    Furnished or made available or otherwise disclosed
                              by one Party (the "DISCLOSING PARTY") or its
                              agent, employee, representative or Affiliate to
                              the other Party (the "RECEIVING PARTY") or its
                              agent, employee, representative or Affiliate
                              dealing with End User-specific, facility-specific,
                              or usage-specific information, other than End User
                              information communicated for the purpose of
                              publication or directory database inclusion, 911,
                              call processing, billing or for such other
                              purposes as mutually agreed upon;

                    27.1.2    In written, graphic, electromagnetic, or other
                              tangible form and marked at the time of delivery
                              as "Confidential" or "Proprietary;" or

                    27.1.3    Communicated orally and declared to the Receiving
                              Party at the time of delivery to be "Confidential"
                              or "Proprietary", and which shall be summarized in
                              writing and marked "Confidential" or "Proprietary"
                              and delivered to the Receiving Party within ten
                              (10) days following such disclosure; and

                    27.1.4    Any portion of any notes, analyses, data,
                              compilations, studies, interpretations or other
                              documents prepared by any Receiving Party to the
                              extent the same contain, reflect, are derived
                              from, or are based upon, any

<PAGE>

                              of the information described in this Section 27,
                              unless such information contained or reflected in
                              such notes, analyses, etc. is so commingled with
                              the Receiving Party's information that disclosure
                              could not possibly disclose the underlying
                              proprietary or confidential information (such
                              portions of such notes, analyses, etc. referred to
                              herein as "DERIVATIVE INFORMATION").

          27.2      Proprietary Information Shall be Held in Confidence

                    27.2.1    Each Receiving Party agrees that:

                              27.2.1.1  all Proprietary Information communicated
                                        to it or any of its agents, employees,
                                        representatives and Affiliates in
                                        connection with this Agreement shall be
                                        held in confidence to the same extent as
                                        such Receiving Party holds its own
                                        confidential information of like
                                        importance; provided that such Receiving
                                        Party and its agents, employees,
                                        representatives and Affiliates shall not
                                        use less than a reasonable standard of
                                        care in maintaining the confidentiality
                                        of such information;

                              27.2.1.2  it will not, and it will not permit any
                                        of its agents, employees,
                                        representatives and Affiliates to
                                        disclose such Proprietary Information to
                                        any Third Party;

                              27.2.1.3  it will disclose Proprietary Information
                                        only to those of its agents, employees,
                                        representatives and Affiliates who have
                                        a need for it in connection with the use
                                        or provision of any services furnished
                                        under this Agreement; and

                              27.2.1.4  it will, and will cause each of its
                                        agents, employees, representatives and
                                        Affiliates, to use such Proprietary
                                        Information only to perform its
                                        obligations under this Agreement or to
                                        use services provided by the Disclosing
                                        Party hereunder and for no other
                                        purpose, including its own marketing
                                        purposes.

                    27.2.2    A Receiving Party may disclose Proprietary
                              Information of a Disclosing Party to the Receiving
                              Party's agents, employees, representatives and
                              Affiliates who need to know such information to
                              perform their obligations under this Agreement;
                              provided that before disclosing any Proprietary
                              Information to any agent, employee, representative
                              or Affiliate, the Receiving Party shall notify
                              such agent, employee, representative or Affiliate
                              of such Party's obligation to comply with this
                              Agreement. Any Receiving Party so disclosing
                              Proprietary Information shall be jointly and

<PAGE>

                              severally liable for any breach of this Agreement
                              by any of its agents, employees, representatives
                              and Affiliates and such Receiving Party agrees, at
                              its sole expense, to use its reasonable efforts
                              (including court proceedings) to restrain its
                              agents, employees, representatives and Affiliates
                              from any prohibited or unauthorized disclosure or
                              use of the Proprietary Information. Each Receiving
                              Party making such disclosure shall notify the
                              Disclosing Party as soon as possible if it has
                              knowledge of a breach of this Agreement in any
                              material respect. A Disclosing Party shall not
                              disclose Proprietary Information directly to an
                              agent, employee, representative or Affiliate of
                              the Receiving Party without the prior written
                              authorization of the Receiving Party.

                    27.2.3    Proprietary Information shall not be reproduced by
                              any Receiving Party in any form except to the
                              extent (i) necessary to comply with the provisions
                              of Section 27.4.2 and Section 27.5 and (ii)
                              reasonably necessary to perform its obligations
                              under this Agreement. All such reproductions shall
                              bear the same copyright and proprietary rights
                              notices as are contained in or on the original.

          27.3      Unless otherwise agreed, the obligations of confidentiality
                    and non-use set forth in this Agreement do not apply to such
                    Proprietary Information that:

                    27.3.1    Was at the time of receipt, already known to the
                              Receiving Party, free of any obligation to keep
                              confidential and evidenced by written records
                              prepared prior to delivery by the Disclosing
                              Party; or

                    27.3.2    Is, or becomes publicly known through no wrongful
                              act of the Receiving Party; or

                    27.3.3    Is rightfully received from a Third Party having
                              no direct or indirect secrecy or confidentiality
                              obligation to the Disclosing Party with respect to
                              such information; provided that such Receiving
                              Party has exercised commercially reasonable
                              efforts to determine whether such Third Party has
                              any such obligation; or

                    27.3.4    Is independently developed by an agent, employee
                              representative or Affiliate of the Receiving Party
                              and such Party is not involved in any manner with
                              the provision of services pursuant to this
                              Agreement and does not have any direct or indirect
                              access to the Proprietary Information; or

                    27.3.5    Is disclosed to a Third Party by the Disclosing
                              Party without similar restrictions on such Third
                              Party's rights; or

<PAGE>

                    27.3.6    Is approved for release by written authorization
                              of the Disclosing Party, but only to the extent of
                              the authorization granted; or

                    27.3.7    Is required to be made public by the Receiving
                              Party pursuant to Applicable Law or regulation,
                              provided that such production or disclosure shall
                              have been made in accordance with Section 27.4.2
                              or Section 27.5.

          27.4      Proposed Disclosure of Proprietary Information to a
                    Governmental Authority

                    27.4.1    If a Receiving Party desires to disclose or
                              provide to a Commission, the FCC or any other
                              Governmental Authority any Proprietary Information
                              of the Disclosing Party, such Receiving Party
                              shall, prior to and as a condition of such
                              disclosure, (i) provide the Disclosing Party with
                              written notice and the form of such proposed
                              disclosure as soon as possible but in any event
                              early enough to allow the Disclosing Party to
                              protect its interests in the Proprietary
                              Information to be disclosed and (ii) attempt to
                              obtain in accordance with the applicable
                              procedures of the intended recipient of such
                              Proprietary Information an appropriate order for
                              protective relief or other reliable assurance that
                              confidential treatment shall be accorded to such
                              Proprietary Information.

                    27.4.2    If a Receiving Party is required by any
                              Governmental Authority or by Applicable Law to
                              disclose any Proprietary Information, then such
                              Receiving Party shall provide the Disclosing Party
                              with written notice of such requirement as soon as
                              possible, and in no event later than five (5)
                              calendar days after receipt of such requirement,
                              and prior to such disclosure. Upon receipt of
                              written notice of the requirement to disclose
                              Proprietary Information, the Disclosing Party at
                              its expense, may then either seek appropriate
                              protective relief in advance of such requirement
                              to prevent all or part of such disclosure or waive
                              the Receiving Party's compliance with this Section
                              27.4.2 with respect to all or part of such
                              requirement.

                    27.4.3    The Receiving Party shall use all commercially
                              reasonable efforts to cooperate with the
                              Disclosing Party in attempting to obtain any
                              protective relief which such Disclosing Party
                              chooses to seek pursuant to this Section 27.4. In
                              the absence of such relief, if the Receiving Party
                              is legally compelled to disclose any Proprietary
                              Information, then the Receiving Party shall
                              exercise all commercially reasonable efforts to
                              preserve the confidentiality of the Proprietary
                              information, including cooperating with the
                              Disclosing Party to obtain an appropriate order
                              for protective relief or other reliable assurance
                              that confidential treatment will be accorded the
                              Proprietary Information.

<PAGE>

          27.5      Notwithstanding any of the foregoing, SBC-13STATE shall be
                    entitled to disclose Proprietary Information on a
                    confidential basis to regulatory agencies upon request for
                    information as to SBC-13STATE's activities under the Act and
                    SBC-13STATE need not provide prior written notice of such
                    disclosure to CLEC if SBC-13STATE has obtained an
                    appropriate order for protective relief or other reliable
                    assurance that confidential treatment shall be accorded to
                    such Proprietary Information.

          27.6      Return of Proprietary Information

                    27.6.1    All Proprietary Information, other than Derivative
                              Information, shall remain the property of the
                              Disclosing Party, and all documents or other
                              tangible media delivered to the Receiving Party
                              that embody such Proprietary Information shall be,
                              at the option of the Disclosing Party, either
                              promptly returned to Disclosing Party or
                              destroyed, except as otherwise may be required
                              from time to time by Applicable Law (in which case
                              the use and disclosure of such Proprietary
                              Information will continue to be subject to this
                              Agreement), upon the earlier of (i) the date on
                              which the Receiving Party's need for it has
                              expired and (ii) the expiration or termination of
                              this Agreement.

                    27.6.2    At the request of the Disclosing Party, any
                              Derivative Information shall be, at the option of
                              the Receiving Party, either promptly returned to
                              the Disclosing Party or destroyed, except as
                              otherwise may be required from time to time by
                              Applicable Law (in which case the use and
                              disclosure of such Derivative Information will
                              continue to be subject to this Agreement), upon
                              the earlier of (i) the date on which the Receiving
                              Party's need for it has expired and (ii) the
                              expiration or termination of this Agreement.

                    27.6.3    The Receiving Party may at any time either return
                              the Proprietary Information to the Disclosing
                              Party or destroy such Proprietary Information. If
                              the Receiving Party elects to destroy Proprietary
                              Information, all copies of such information shall
                              be destroyed and upon the written request of the
                              Disclosing Party, the Receiving Party shall
                              provide to the Disclosing Party written
                              certification of such destruction. The destruction
                              or return of Proprietary information shall not
                              relieve any Receiving Party of its obligation to
                              continue to treat such Proprietary Information in
                              the manner required by this Agreement.

          27.7      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 and each
                    Party's obligation to

<PAGE>

                    safeguard Proprietary Information disclosed prior to
                    expiration or termination of this Agreement will survive
                    such expiration or termination.

          27.8      Pursuant to Section 222(b) of the Act, both Parties agree to
                    limit their use of Proprietary Information received from the
                    other to the permitted purposes identified in the Act.

          27.9      Each Party has the right to refuse to accept any Proprietary
                    Information under this Agreement, and nothing herein shall
                    obligate either Party to disclose to the other Party any
                    particular information.

          27.10     The Parties agree that an impending or existing violation of
                    any provision of this Section 27 would cause the Disclosing
                    Party irreparable injury for which it would have no adequate
                    remedy at law, and agree that Disclosing Party shall be
                    entitled to obtain immediate injunctive relief prohibiting
                    such violation, in addition to any other rights and remedies
                    available to it at law or in equity, including both specific
                    performance and monetary damages. In the event of any breach
                    of this Section 27 for which legal or equitable relief is
                    sought, all reasonable attorney's fees and other reasonable
                    costs associated therewith shall be recoverable by the
                    prevailing Party.

28.       INTERVENING LAW

          28.1      This Agreement is entered into as a result of both private
                    negotiation between the Parties and the incorporation of
                    some of the results of arbitration by the STATE COMMISSION.
                    If the actions of the State(s) of Illinois, Indiana,
                    Michigan, Ohio or Wisconsin or federal legislative bodies,
                    courts, or regulatory agencies of competent jurisdiction
                    invalidate, modify, or stay the enforcement of laws or
                    regulations that were the basis or rationale for a provision
                    of the contract, the affected provision shall be
                    invalidated, modified, or stayed, consistent with the action
                    of the legislative body, court, or regulatory agency upon
                    the written request of either party. In such event, the
                    Parties shall expend diligent efforts to arrive at an
                    agreement respecting the appropriate modifications to the
                    Agreement. If negotiations fail, disputes between the
                    Parties concerning the interpretation of the actions
                    required or provisions affected by such governmental actions
                    shall be resolved pursuant to the dispute resolution process
                    provided for in this Agreement. Without limiting the general
                    applicability of the foregoing, the Parties acknowledge that
                    on January 25, 1999, the United States Supreme Court issued
                    its opinion in AT&T CORP. V. IOWA UTILITIES BD., 119 S. Ct.
                    721 (1999) and on June 1, 1999, the United States Supreme
                    Court issued its opinion in AMERITECH V. FCC, No. 98-1381,
                    1999 WL 116994, 1999 Lexis 3671 (1999). The Parties further
                    acknowledge and agree that by executing this Agreement,
                    neither Party waives any of its

<PAGE>

                    rights, remedies, or arguments with respect to such
                    decisions and any remand thereof, including its rights under
                    this paragraph.

29.       GOVERNING LAW

          29.1      Unless otherwise provided by Applicable Law, this Agreement
                    shall be governed by and construed in accordance with the
                    Act, the FCC Rules and Regulations interpreting the Act and
                    other applicable federal law. To the extent that federal law
                    would apply state law in interpreting this Agreement, the
                    domestic laws of the state in which the services, functions,
                    facilities and products at issue are furnished or sought
                    shall apply, without regard to that state's conflict of law
                    principles. The Parties submit to personal jurisdiction in
                    Little Rock, Arkansas; San Francisco, California; New Haven,
                    Connecticut; Chicago, Illinois; Indianapolis, Indiana;
                    Topeka, Kansas; Detroit, Michigan; St. Louis, Missouri;
                    Reno, Nevada; Columbus, Ohio; Oklahoma City, Oklahoma;
                    Dallas, Texas and Milwaukee, Wisconsin, and waive any and
                    all objection to any such venue.

30.       REGULATORY APPROVAL

          30.1      The Parties understand and agree that this Agreement and any
                    amendment or modification hereto will be filed with the
                    Commission for approval in accordance with Section 252 of
                    the Act and may thereafter be filed with the FCC. The
                    Parties believe in good faith and agree that the services to
                    be provided under this Agreement are in the public interest.
                    Each Party covenants and agrees to fully support approval of
                    this Agreement by the Commission or the FCC under Section
                    252 of the Act without modification.

          30.2      Unless otherwise agreed, if the Party responsible for filing
                    this Agreement with the Commission fails to file the jointly
                    signed Agreement with the Commission within forty-five (45)
                    days following execution by both Parties, then the executed
                    Agreement is rendered null and void. If the Agreement is
                    rendered null and void, either Party may initiate
                    negotiations for a new agreement.

31.       CHANGES IN END USER LOCAL EXCHANGE SERVICE PROVIDER SELECTION

          31.1      Prior to submitting an order under this Agreement, CLEC
                    shall obtain End User authorization as required by
                    applicable federal and state laws and regulations, and
                    assumes responsibility for applicable charges as specified
                    in Section 258(b) of the Act. SBC-13STATE shall abide by the
                    same applicable laws and regulations.

          31.2      Only an End User can initiate a challenge to a change in its
                    local service provider. If an End User notifies SBC-13STATE
                    or CLEC that the End User requests local exchange service,
                    the Party receiving such request shall be free to provide
                    service

<PAGE>

                    to such End User, except in those instances where the End
                    User's account is local PIC protected. It is the
                    responsibility of the End User to provide authorization in
                    an FCC approved format to the current provider of record to
                    remove local service provider protection before any changes
                    in local service provider are processed.

                    31.2.1    SBC-13STATE shall be free to connect an End User
                              to any competitive local exchange carrier based
                              upon that competitive local exchange carrier's
                              request and that competitive local exchange
                              carrier's assurance that proper End User
                              authorization has been obtained. CLEC shall make
                              any such authorization it has obtained available
                              to SBC-13STATE upon request and at no charge.

          31.3      When an End User changes or withdraws authorization, each
                    Party shall release customer-specific facilities in
                    accordance with the End User's direction or the direction of
                    the End User's authorized agent. Further, when an End User
                    abandons its premise, SBC-13STATE is free to reclaim the
                    facilities for use by another customer and is free to issue
                    service orders required to reclaim such facilities.

          31.4      Neither Party shall be obligated by this Agreement to
                    investigate any allegations of unauthorized changes in local
                    exchange service (slamming) on behalf of the other Party or
                    a Third Party. IF SBC-13STATE, on behalf of CLEC, agrees to
                    investigate an alleged incidence of slamming, SBC-13STATE
                    shall charge CLEC an investigation fee as set forth in
                    Appendix Pricing in the "Other (Resale)" category, listed as
                    "Slamming Investigation Fee."

          31.5      Should SBC-13STATE receive an order from CLEC for services
                    under this Agreement, and SBC-13STATE is currently providing
                    the same services to another local service provider for the
                    same End User, CLEC agrees that SBC-13STATE may notify the
                    local service provider from whom the End User is being
                    converted of CLEC's order coincident with or following
                    processing CLEC's order. It shall then be the responsibility
                    of the former local service provider of record and CLEC to
                    resolve any issues related to the End User. This Section
                    31.5 shall not apply to new or additional lines and services
                    purchased by the End User from multiple CLECs or from
                    SBC-13STATE.

                    31.5.1    IF SBC-13STATE receives an order from another
                              local service provider to convert services for an
                              End User for whom CLEC is the current local
                              service provider of record, and if CLEC already
                              subscribes to the Local Disconnect Report ("LDR),
                              described in Section 20.9, then SBC-13STATE SHALL
                              notify CLEC of such order coincident with or
                              following processing such order. It shall be the
                              responsibility of CLEC and the other local service
                              provider to resolve any issues related to the End
                              User. This Section 31.5.1 shall not apply to new
                              or additional lines and services purchased by an
                              End User from multiple CLECs or from SBC-13STATE.

<PAGE>

          31.6      In addition to any other indemnity obligations in this
                    Agreement or any Appendix attached to this Agreement, CLEC
                    shall release, indemnify, hold harmless and defend
                    SBC-13STATE against any and all liability and Claims,
                    including reasonable attorney's fees, which may result from
                    SBC-13STATE acting under this Section 3 1.

          31.7      Notwithstanding anything contained in this Section 31,
                    nothing herein shall be interpreted or construed to apply to
                    the transfer of provisioning of CLEC End Users' accounts
                    pursuant to Section 10.6.

          31.8      When a End User changes its service provider from
                    SBC-13STATE to CLEC or from CLEC to SBC-13STATE and does not
                    retain its original telephone number, the Party formerly
                    providing service to such End User shall furnish a referral
                    announcement ("REFERRAL ANNOUNCEMENT") on the original
                    telephone number that specifies the End User's new telephone
                    number.

                    31.8.1    The following pertains to AM-IL, AM-WI and PACIFIC
                              only:

                              31.8.1.1  Referral Announcements shall be provided
                                        by a Party to the other Party for the
                                        period of time and at the rates set
                                        forth in the referring Party's
                                        tariff(s); provided, however, if either
                                        Party provides Referral Announcements
                                        for a period different (either shorter
                                        or longer) than the period(s) stated in
                                        its tariff(s) when its End Users change
                                        their telephone numbers, such Party
                                        shall provide the same level of service
                                        to End Users of the other Party.

                    31.8.2    The following applies to AM-IN only:

                              31.8.2.1  Referral Announcements shall be provided
                                        by a Party to the other Party for the
                                        period specified in 170 IAC 7-1.1-11
                                        (I)(3)(a) and (b) and at the rates set
                                        forth in the referring Party's
                                        tariff(s). However, if either Party
                                        provides Referral Announcements for a
                                        period different than the above
                                        period(s) when its End Users change
                                        their telephone numbers, such Party
                                        shall provide the same level of service
                                        to End Users of the other Party.

                    31.8.3    The following applies to AM-MI only:

                              31.8.3.1  Referral Announcements shall be provided
                                        by a Party to the other Party for the
                                        period specified in Michigan
                                        Administrative Rule 484.134 and at the
                                        rates set forth in the referring Party's
                                        tariff(s). However, if either Party
                                        provides Referral

<PAGE>

                                        Announcements for a period longer than
                                        the above period(s) when its End Users
                                        change their telephone numbers, such
                                        Party shall provide the same level of
                                        service to End Users of the other Party.

                    31.8.4    The following applies to AM-OH only:

                              31.8.4.1  Referral Announcements shall be provided
                                        by a Party to the other Party for the
                                        period of time specified in Rule
                                        4901:1-5-12, Ohio Administrative Code
                                        and at the rates set forth in the
                                        referring Party's tariff(s). However,
                                        if either Party provides Referral
                                        Announcements for a period longer
                                        than the above period(s) when its End
                                        Users change their telephone numbers,
                                        such Party shall provide the same
                                        level of service to End Users of the
                                        other Party.

32.       COMPLIANCE AND CERTIFICATION

          32.1      Each Party shall comply at its own expense with all
                    Applicable Laws that relate to that Party's obligations to
                    the other Party under this Agreement. Nothing in this
                    Agreement shall be construed as requiring or permitting
                    either Party to contravene any mandatory requirement of
                    Applicable Law.

          32.2      CLEC warrants that it has obtained all necessary state
                    certification required in each state covered by this
                    Agreement prior to ordering any services, functions,
                    facilities or products from SBC-13STATE pursuant to this
                    Agreement. Upon request, CLEC shall provide proof of
                    certification.

          32.3      Each Party shall be responsible for obtaining and keeping in
                    effect all approvals from, and rights granted by,
                    Governmental Authorities, building and property owners,
                    other carriers, and any other Third Parties that may be
                    required in connection with the performance of its
                    obligations under this Agreement.

          32.4      Each Party represents and warrants that any equipment,
                    facilities or services provided to the other Party under
                    this Agreement comply with the CALEA.

33.       LAW ENFORCEMENT

          33.1      SBC-12 STATE and CLEC shall reasonably cooperate with the
                    other Party in handling law enforcement requests as follows:

<PAGE>

                    33.1.1    INTERCEPT DEVICES:

                              33.1.1.1  Local and federal law enforcement
                                        agencies periodically request
                                        information or assistance from local
                                        telephone service providers. When either
                                        Party receives a request associated with
                                        an End User of the other Party, it shall
                                        refer such request to the Party that
                                        serves such End User, unless the
                                        request directs the receiving Party to
                                        attach a pen register, trap-and-trace or
                                        form of intercept on the Party's
                                        facilities, in which case that Party
                                        shall comply with any valid request.

                    33.1.2    SUBPOENAS:

                              33.1.2.1  If a Party receives a subpoena for
                                        information concerning an End User the
                                        Party knows to be an End User of the
                                        other Party, it shall refer the subpoena
                                        to the Requesting Party with an
                                        indication that the other Party is the
                                        responsible company, unless the subpoena
                                        requests records for a period of time
                                        during which the receiving Party was the
                                        End User's service provider, in which
                                        case that Party will respond to any
                                        valid request.

                    33.1.3    EMERGENCIES:

                              33.1.3.1  If a Party receives a request from a law
                                        enforcement agency for a temporary
                                        number change, temporary disconnect, or
                                        one-way denial of outbound calls by the
                                        receiving Party's switch for an End User
                                        of the other Party, that Receiving Party
                                        will comply with a valid emergency
                                        request. However, neither Party shall be
                                        held liable for any claims or Losses
                                        arising from compliance with such
                                        requests on behalf of the other Party's
                                        End User and the Party serving such End
                                        User agrees to indemnify and hold the
                                        other Party harmless against any and all
                                        such claims or Losses.

          33.2      SNET and CLEC shall reasonably cooperate with the other
                    Party in handling law enforcement requests as follows:

                    33.2.1    Each of the Parties agree to comply with the
                              applicable state and federal law enforcement
                              authorities, laws, and requirements, including the
                              CALEA, and to report to applicable State and
                              Federal law enforcement authorities as required by
                              law, the Telecommunications Services and related
                              information provided by each of the Parties in
                              Connecticut.
<PAGE>

34.       RELATIONSHIP OF THE PARTIES/INDEPENDENT CONTRACTOR

          34.1      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 its
                    employees assisting in the performance of such obligations.
                    Each Party and each Party's contractor(s) shall be solely
                    responsible for all matters relating to payment of such
                    employees, including the withholding or payment of all
                    applicable federal, state and local income taxes, social
                    security taxes and other payroll taxes with respect to its
                    employees, as well as any taxes, contributions or other
                    obligations imposed by applicable state unemployment or
                    workers' compensation acts and all other regulations
                    governing such matters. Each Party has sole authority and
                    responsibility to hire, fire and otherwise control its
                    employees.

          34.2      Nothing contained herein shall constitute the Parties as
                    joint venturers, partners, employees or agents of one
                    another, and neither Party shall have the right or power to
                    bind or obligate the other. Nothing herein will be construed
                    as making either Party responsible or liable for the
                    obligations and undertakings of the other Party. 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.

35.       NO THIRD PARTY BENEFICIARIES; DISCLAIMER OF AGENCY

          35.1      This Agreement is for the sole benefit of the Parties and
                    their permitted assigns, and nothing herein expressed or
                    implied shall create or be construed to create any Third
                    Party beneficiary rights hereunder. This Agreement shall not
                    provide any Person not a party hereto with any remedy,
                    claim, liability, reimbursement, cause of action, or other
                    right in excess of those existing without reference hereto.

36.       ASSIGNMENT

          36.1      CLEC may not assign or transfer (whether by operation of law
                    or otherwise) this Agreement (or any rights or obligations
                    hereunder) to a third person without the prior written
                    consent of SBC-13STATE; provided that CLEC may assign or
                    transfer this Agreement to its Affiliate by providing ninety
                    (90) days' prior written notice to SBC-13STATE of such
                    assignment or transfer; provided, further, that

<PAGE>

                    such assignment is not inconsistent with Applicable Law
                    (including the Affiliate's obligation to obtain proper
                    Commission certification and approvals) or the terms and
                    conditions of this Agreement. Notwithstanding the foregoing,
                    CLEC may not assign or transfer this Agreement (or any
                    rights or obligations hereunder) to its Affiliate if that
                    Affiliate is a party to a separate agreement with
                    SBC-13STATE under Sections 251 and 252 of the Act. Any
                    attempted assignment or transfer that is not permitted is
                    void ab initio.

          36.2      As a condition of any assignment or transfer of this
                    Agreement (or any rights hereunder) that is permitted under
                    or consented to by SBC-13STATE pursuant to this Section 36,
                    CLEC agrees that any change, modification or other activity
                    required for SBC-13STATE to accommodate or recognize the
                    successor to or assignee of CLEC shall be a CLEC Change and
                    shall be subject to Section 5.3. SBC-13STATE shall have no
                    obligation to proceed with such activities nor shall any
                    otherwise acceptable assignment or transfer be effective
                    against SBC-13STATE until the Parties agree upon the charges
                    that apply to such CLEC Change.

          36.3      If during the Term, SBC-13STATE sells, assigns or otherwise
                    transfers any ILEC Territory or ILEC Assets to a person
                    other than an Affiliate or subsidiary, SBC-13STATE shall
                    provide CLEC not less than ninety (90) days prior written
                    notice of such sale, assignment or transfer. Upon the
                    consummation of such sale, assignment or transfer, CLEC
                    acknowledges that SBC-13STATE shall have no further
                    obligations under this Agreement with respect to the ILEC
                    Territories and/or ILEC Assets subject to such sale,
                    assignment or transfer, and that CLEC must establish its own
                    Section 251 and 252 arrangement with the successor to such
                    ILEC Territory and/or ILEC Assets.

37.       DELEGATION TO AFFILIATE

          37.1      Each Party may without the consent of the other Party
                    fulfill its obligations under this Agreement by itself or
                    may cause its Affiliate(s) to take some or all of such
                    actions to fulfill such obligations. Upon such delegation,
                    the Affiliate shall become a primary obligor hereunder with
                    respect to the delegated matter, but such delegation shall
                    not relieve the delegating Party of its obligations as
                    co-obligor hereunder. Any Party that elects to perform its
                    obligations through an Affiliate shall cause its Affiliate
                    to take all action necessary for the performance of such
                    Party's obligations hereunder. Each Party represents and
                    warrants that if an obligation under this Agreement is to be
                    performed by an Affiliate, such Party has the authority to
                    cause such Affiliate to perform such obligation and such
                    Affiliate will have the resources required to accomplish the
                    delegated performance.

<PAGE>

38.       SUBCONTRACTING

          38.1      If a Party retains or engages any subcontractor to perform
                    any of that Party's obligations under this Agreement, that
                    Party will remain fully responsible for the performance of
                    this Agreement in accordance with its terms, including any
                    obligations that Party performs through subcontractors.

          38.2      Each Party will be solely responsible for payments due that
                    Party's subcontractors.

          38.3      No subcontractor will be deemed a Third Party beneficiary
                    for any purposes under this Agreement.

          38.4      No contract, subcontract or other agreement entered into by
                    either Party with any Third Party in connection with the
                    provision of services, functions, facilities and products
                    hereunder will provide for any indemnity, guarantee or
                    assumption of liability by the other Party to this Agreement
                    with respect to such arrangement, except as consented to in
                    writing by the other Party.

          38.5      Any subcontractor that gains access to Customer Proprietary
                    Network Information ("CPNI") or Proprietary Information
                    covered by this Agreement shall be required by the
                    subcontracting Party to protect such CPNI or Proprietary
                    Information to the same extent the subcontracting Party is
                    required to protect such CPNI or Proprietary Information
                    under the terms of this Agreement.

39.       FORCE MAJEURE

          39.1      No Party shall be responsible for delays or failures in
                    performance of any part of this Agreement (other than an
                    obligation to make money payments) resulting from acts or
                    occurrences beyond the reasonable control of such Party,
                    including acts of nature, acts of civil or military
                    authority, any law, order, regulation, ordinance of any
                    Governmental Authority, embargoes, epidemics, terrorist
                    acts, riots, insurrections, fires, explosions, earthquakes,
                    nuclear accidents, hurricanes, floods, work stoppages,
                    equipment failures, cable cuts, 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 (individually
                    or collectively, a "FORCE MAJEURE EVENT") or any Delaying
                    Event caused by the other Party or any other circumstances
                    beyond the Party's reasonable control. If a Force Majeure
                    Event shall occur, the Party affected shall give prompt
                    notice to the other Party of such Force Majeure Event
                    specifying the nature, date of inception and expected
                    duration of such Force Majeure Event, whereupon such
                    obligation or performance shall be suspended to the extent
                    such Party is affected by such Force Majeure Event during
                    the continuance thereof or be excused from such performance
                    depending on the nature, severity and duration of such Force
                    Majeure Event (and

<PAGE>

                    the other Party shall likewise be excused from performance
                    of its obligations to the extent such Party's obligations
                    relate to the performance so interfered with). The affected
                    Party shall use its reasonable efforts to avoid or remove
                    the cause of nonperformance and the Parties shall give like
                    notice and proceed to perform with dispatch once the causes
                    are removed or cease.

40.       TAXES

          40.1      The tax provisions set forth below apply as indicated:

                    40.1.1    TAXES - SWBT-TX

                              40.1.1.1  Each Party purchasing services hereunder
                                        shall pay or otherwise be responsible
                                        for all federal, state, or local sales,
                                        use, excise, gross receipts, municipal
                                        fees, transaction or similar taxes,
                                        fees, or surcharges (hereinafter "TAX")
                                        levied against or upon such purchasing
                                        Party (or the providing Party when such
                                        providing Party is permitted by
                                        applicable law 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.

                    40.1.2    TAXES - SWBT-MOKA

                              40.1.2.1  Each Party purchasing services hereunder
                                        shall pay or otherwise be responsible
                                        for all federal, state, or local sales,
                                        use, excise, gross receipts, municipal
                                        fees, transaction or similar taxes, fees
                                        or surcharges (hereinafter "TAX")
                                        imposed on or with respect to the
                                        services provided by or to such Party,
                                        except for any Tax on either Party's
                                        corporate existence, status, or income.

                    40.1.3    TAXES - PACIFIC

                              40.1.3.1  Each Party purchasing services hereunder
                                        shall pay or otherwise be responsible
                                        for all federal, state, or local sales,
                                        use, excise, gross receipts, utility
                                        user, municipal fees, transaction or
                                        similar taxes, fees, or surcharges
                                        (hereinafter "TAX") imposed on or with
                                        respect to the services provided by or
                                        to such Party, except for any Tax on
                                        either Party's corporate existence,
                                        status, or income.

<PAGE>

                    40.1.4    TAXES - NEVADA

                              40.1.4.1  Each Party purchasing services hereunder
                                        shall pay or otherwise be responsible
                                        for all federal, state, or local sales,
                                        use, excise, gross receipts, municipal
                                        fees, transaction or similar taxes,
                                        fees, or surcharges (hereinafter "TAX")
                                        imposed on or with respect to the
                                        services provided by or to such Party,
                                        except for any Tax on either Party's
                                        corporate existence, status, or income.

                    40.1.5    TAXES - SNET

                              40.1.5.1  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
                                        (hereinafter "TAX") levied against or
                                        upon such purchasing party (or the
                                        providing Party when such providing
                                        Party is permitted by applicable law 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.

                    40.1.6    TAXES - SBC-AMERITECH

                              40.1.6.1  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. To the
                                        extent that a Party includes gross
                                        receipts taxes in any of the charges or
                                        rates of services provided hereunder, no
                                        additional gross receipts taxes shall be
                                        levied against or upon the purchasing
                                        Party.

          40.2      TAXES - SBC-13STATE

                    40.2.1    Whenever possible, Tax 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. Failure to timely furnish said resale
                              tax exemption certificate will result in no
                              exemption being available to the purchasing Party
                              for any charges invoiced by the

<PAGE>

                              providing Party prior to the date the purchasing
                              Party furnishes the providing Party a valid resale
                              tax exemption certificate.

                    40.2.2    With respect to any purchase of services,
                              functions, facilities and products under this
                              Agreement, if any Tax is required or permitted by
                              Applicable Law to be collected from the purchasing
                              Party by the providing Party, then:

                              40.2.2.1  The providing Party shall bill the
                                        purchasing Party for such Tax;

                              40.2.2.2  The purchasing Party shall remit such
                                        Tax to the providing Party; and

                              40.2.2.3  The providing Party shall remit such
                                        collected Tax to the applicable taxing
                                        authority.

                    40.2.3    With respect to any purchase hereunder of
                              services, functions, facilities and products that
                              are resold to a Third Party, if any Tax is imposed
                              by applicable law on the End User in connection
                              with any such purchase, then:

                              40.2.3.1  The purchasing Party shall be required
                                        to impose and/or collect such Tax from
                                        the End User; and

                              40.2.3.2  The purchasing Party shall remit such
                                        Tax to the applicable taxing authority.

                              40.2.3.3  The purchasing Party agrees to
                                        indemnify, hold harmless and defend the
                                        providing Party on an after tax basis
                                        for any costs incurred by the providing
                                        Party as a result of actions taken by
                                        the applicable taxing authority to
                                        collect the Tax from the providing Party
                                        due to the failure of the purchasing
                                        Party to pay or collect and remit such
                                        Tax to such authority.

                    40.2.4    If the providing Party fails to collect any Tax as
                              required herein, then, as between the providing
                              Party and the purchasing Party:

                              40.2.4.1  The purchasing Party shall remain liable
                                        for such uncollected Tax; and

                              40.2.4.2  The providing Party shall be liable for
                                        any penalty and interest assessed with
                                        respect to such uncollected Tax by such
                                        authority.
<PAGE>

                              40.2.4.3  However, if the purchasing Party fails
                                        to pay any Taxes properly billed, then,
                                        as between the providing Party and the
                                        purchasing Party, the purchasing Party
                                        will be solely responsible for payment
                                        of the Taxes, penalty and interest.

                    40.2.5    If the purchasing Party fails to impose and/or
                              collect any Tax from End Users as required herein,
                              then, as between the providing Party and the
                              purchasing Party, the purchasing Party shall
                              remain liable for such uncollected Tax and any
                              interest and penalty assessed thereon with respect
                              to the uncollected Tax by the applicable taxing
                              authority. With respect to any Tax that the
                              purchasing Party has agreed to pay or impose on
                              and/or collect from End Users, the purchasing
                              Party agrees to indemnify, hold harmless and
                              defend the providing Party on an after tax basis
                              for any costs incurred by the providing Party as a
                              result of actions taken by the applicable taxing
                              authority to collect the Tax from the providing
                              Party due to the failure of the purchasing Party
                              to pay or collect and remit such Tax to such
                              authority.

                    40.2.6    The Party obligated to pay any Tax may contest the
                              same in good faith, at its own expense, and shall
                              be entitled to the benefit of any refund or
                              recovery; provided that such contesting Party
                              shall not permit any lien to exist on any asset of
                              the other Party by reason of such contest. The
                              Party obligated to collect and remit shall
                              cooperate in any such contest by the other Party.
                              As a condition of contesting any Tax due
                              hereunder, the contesting Party agrees to be
                              liable and indemnify and reimburse the other Party
                              for:

                              40.2.6.1  any additional amounts that may be due
                                        by reason of such contest, including any
                                        interest and penalties; and

                              40.2.6.2  all costs of cooperating with the
                                        contesting Party in any such contest.

41.       NON-WAIVER

          41.1      Except as otherwise specified in this Agreement, no waiver
                    of any provision of this Agreement and no consent to any
                    default under this Agreement shall be effective unless the
                    same is in writing and properly executed by or on behalf of
                    the Party against whom such waiver or consent is claimed.
                    Waiver by either Party of any default by the other Party
                    shall not be deemed a waiver of any other default. Failure
                    of either Party to insist on performance of any term or
                    condition of this Agreement or to exercise any right or
                    privilege hereunder shall not be construed as a continuing
                    or future waiver of such term, condition, right or
                    privilege. No course of dealing or failure of any Party to
                    strictly enforce any term, right, or

<PAGE>

                    condition of this Agreement in any instance shall be
                    construed as a general waiver or relinquishment of such
                    term, right or condition.

42.       CUSTOMER INQUIRIES

          42.1      Each Party will refer all questions regarding the other
                    Party's services or products directly to the other Party at
                    a telephone number specified by that Party.

          42.2      Each Party will ensure that all of its representatives who
                    receive inquiries regarding the other Party's services:

                    42.2.1    Provide the number described in Section 44.1 to
                              callers who inquire about the other Party's
                              services or products; and

                    42.2.2    Do not in any way disparage or discriminate
                              against the other Party or its products or
                              services.

          42.3      Except as otherwise provided in this Agreement, CLEC shall
                    be the primary point of contact for CLEC's End Users with
                    respect to the services CLEC provides such End Users.

          42.4      CLEC acknowledges that SBC-13STATE may, upon End User
                    request, provide services directly to such End User similar
                    to those offered to CLEC under this Agreement.

43.       EXPENSES

          43.1      Except as expressly set forth in this Agreement, each Party
                    will be solely responsible for its own expenses involved in
                    all activities related to the matters covered by this
                    Agreement.

          43.2      SBC-12STATE and CLEC shall each be responsible for one-half
                    (1/2) of expenses payable to a Third Party for Commission
                    fees or other charges (including regulatory fees and any
                    costs of notice or publication, but not including attorney's
                    fees) associated with the filing of this agreement.

44.       CONFLICT OF INTEREST

          44.1      The Parties represent that no employee or agent of either
                    Party has been or will be employed, retained, paid a fee, or
                    otherwise received or will receive any personal compensation
                    or consideration from the other Party, or any of the other
                    Party's employees or agents in connection with the
                    negotiation of this Agreement or any associated documents.

<PAGE>

45.       AMENDMENTS AND MODIFICATIONS

          45.1      No provision of this Agreement shall be deemed amended or
                    modified by either Party unless such an amendment or
                    modification is in writing, dated, and signed by an
                    authorized representative of both Parties. The rates, terms
                    and conditions contained in the amendment shall become
                    effective upon approval of such amendment by the appropriate
                    Commissions.

          45.2      Neither Party shall be bound by any preprinted terms
                    additional to or different from those in this Agreement that
                    may appear subsequently in the other Party's form documents,
                    purchase orders, quotations, acknowledgments, invoices or
                    other communications.

46.       SURVIVAL

          46.1      The Parties' obligations under this Agreement which by their
                    nature are intended to continue beyond the termination or
                    expiration of this Agreement shall survive the termination
                    or expiration of this Agreement. Without limiting the
                    general applicability of the foregoing, the following terms
                    and conditions of this Agreement are specifically agreed by
                    the Parties to continue beyond the termination or expiration
                    of this Agreement: Section 11.8; Section 11.9, Section 31.6;
                    Section 15.3; Section 9.1; Section 9.2; Section 9.3; Section
                    9.4; Section 9.5, Section 9.6; Section 10.2; Section 10.3;
                    Section 10.4; Section 10.5; Section 10.6; Section 15;
                    Section 16; Section 18; Section 19; Section 21 Section 22;
                    Section 23; Section 26; Section 25; Section 27; Section 33;
                    Section 42.4, Section 28; Section 29; Section 40; Section
                    6.5; Section 6.6; Section 6.7; Section 6.8; Section 6.9;
                    Section 6.10 and Section 46.

47.       APPENDICES INCORPORATED BY REFERENCE

          47.1      DIRECTORY ASSISTANCE (DA)

                    47.1.1    SBC-13STATE will provide nondiscriminatory access
                              to Directory Assistance services under the terms
                              and conditions identified in the applicable
                              Appendix DA, which IS/ARE attached hereto and
                              incorporated herein by reference.

          47.2      OPERATOR SERVICES (OS)

                    47.2.1    SBC-13STATE shall provide nondiscriminatory access
                              to Operator Services under the terms and
                              conditions identified in the applicable Appendix
                              OS, which IS/ARE attached hereto and incorporated
                              herein by reference.

<PAGE>

          47.3      OPERATIONS SUPPORT SYSTEMS (OSS)

                    47.3.1    SBC-13STATE shall provide nondiscriminatory access
                              to Operations Support Systems (OSS) "functions" to
                              CLEC for pre-ordering, ordering, provisioning,
                              maintenance/repair, and billing under the terms
                              and conditions identified in the applicable
                              Appendix OSS, which IS/ARE attached hereto and
                              incorporated herein by reference.

48.       AUTHORITY

          48.1      Each of the SBC Parties represents and warrants that it is a
                    corporation duly organized, validly existing and in good
                    standing under the laws of their respective states of
                    incorporation. SBC COMMUNICATIONS INC. represents and
                    warrants that it has full power and authority to execute and
                    deliver this Agreement as agent for the SBC Parties. Each of
                    the SBC Parties that is an ILEC represents and warrants that
                    it has full power and authority to perform its obligations
                    hereunder.

          48.2      CLEC represents and warrants that it is a corporation duly
                    organized, validly existing and in good standing under the
                    laws of the State of Delaware and has full power and
                    authority to execute and deliver this Agreement and to
                    perform its obligations hereunder. CLEC represents and
                    warrants that it has been or will be certified as a LEC by
                    the Commission(s) prior to submitting any orders hereunder
                    and is or will be authorized to provide the
                    Telecommunications Services contemplated hereunder in the
                    territory contemplated hereunder prior to submission of
                    orders for such services.

          48.3      Each Person whose signature appears below represents and
                    warrants that he or she has authority to bind the Party on
                    whose behalf he or she has executed this Agreement.

49.       COUNTERPARTS

          49.1      This Agreement may be executed in counterparts. Each
                    counterpart shall be considered an original and such
                    counterparts shall together constitute one and the same
                    instrument.

50.       ENTIRE AGREEMENT

          50.1      SBC-12STATE

                    50.1.1    The terms contained in this Agreement and any
                              Appendices, Attachments, Exhibits, Schedules, and
                              Addenda constitute the entire agreement between
                              the Parties with respect to the subject matter
                              hereof, superseding all prior understandings,
                              proposals and other communications, oral or
                              written.

<PAGE>

          50.2      SNET

                    50.2.1    The terms contained in this Agreement and any
                              Appendices, Attachments, Exhibits, Schedules,
                              Addenda, Commission approved tariffs and other
                              documents or instruments referred to herein and
                              incorporated into this Agreement by reference
                              constitute the entire agreement between the
                              Parties with respect to the subject matter hereof,
                              superseding all prior understandings, proposals
                              and other communications, oral or written.

<PAGE>

                    SBC-13 STATE RESALE AGREEMENT SIGNATURES

ESSENTIAL.COM. INC.                     ILLINOIS BELL TELEPHONE COMPANY, INDIANA
                                        BELL TELEPHONE COMPANY INCORPORATED,
                                        MICHIGAN BELL TELEPHONE COMPANY, THE
                                        OHIO BELL TELEPHONE COMPANY, AND
                                        WISCONSIN BELL INC. d/b/a AMERITECH
                                        WISCONSIN

                                        By:  SBC Telecommunications, Inc., their
                                             authorized agent.

Signature: /s/ Akhil Garland            Signature: /s/ Larry B. Cooper
           -------------------------               -----------------------------

Name: Akhil Garland                     Name: Larry B. Cooper
      ------------------------------          ----------------------------------
(Print or Type)

Title: CEO                              Title: President - Industry Markets
       -----------------------------
(Print or Type)

Date:  2/24/00                          Date:              FEB 25 2000
       -----------------------------           ---------------------------------

AECN/OCN#
         ---------------------------

<PAGE>

                                  APPENDIX DA


<PAGE>

<TABLE>
                               TABLE OF CONTENTS
<S>                                                                           <C>
1.      INTRODUCTION..........................................................3

2.      SERVICES..............................................................4

3.      DEFINITIONS...........................................................4

4.      BRANDING..............................................................5

5.      DA RATE/REFERENCE INFORMATION.........................................6

6.      RESPONSIBILITIES OF THE PARTIES.......................................7

7.      METHODS AND PRACTICES.................................................8

8.      PRICING ..............................................................8

9.      MONTHLY BILLING ......................................................8

10.     LIABILITY.............................................................8

11.     TERM OF APPENDIX......................................................8

12.     APPLICABILITY OF OTHER RATES, TERMS AND CONDITIONS ...................9
</TABLE>

<PAGE>

                                   APPENDIX DA
                         (DIRECTORY ASSISTANCE SERVICE)

1.     INTRODUCTION

       1.1    This Appendix sets forth the terms and conditions for Directory
              Assistance (DA) Services for CLEC provided by the applicable SBC
              Communications Inc. (SBC) owned Incumbent Local Exchange Carrier
              (ILEC).

       1.2    SBC Communications, Inc. (SBC) means the holding company which
              owns the following ILECs: Illinois Bell Telephone Company, Indiana
              Bell Telephone Company Incorporated, Michigan Bell Telephone
              Company, Nevada Bell Telephone Company, The Ohio Bell Telephone
              Company, Pacific Bell Telephone Company, The Southern New England
              Telephone Company, Southwestern Bell Telephone Company and/or
              Wisconsin Bell, Inc. d/b/a Ameritech Wisconsin.

       1.3    As used herein, SBC-13STATE means the applicable above listed
              ILECs doing business in Arkansas, California, Connecticut,
              Illinois, Indiana, Kansas, Michigan, Missouri, Nevada, Ohio,
              Oklahoma, Texas, and Wisconsin.

       1.4    As used herein, SBC-12STATE means the applicable above listed
              ILECs doing business in Arkansas, California, Illinois, Indiana,
              Kansas, Michigan, Missouri, Nevada, Ohio, Oklahoma, Texas, and
              Wisconsin.

       1.5    As used herein, SBC-SWBT means the applicable above listed ILEC
              doing business in Arkansas, Kansas, Missouri, Oklahoma, and Texas.

       1.6    As used herein, SBC-AMERITECH means the applicable above listed
              ILECs doing business in Illinois, Indiana, Michigan, Ohio, and
              Wisconsin.

       1.7    As used herein, PACIFIC means the applicable above listed ILEC
              doing business in California.

       1.8    As used herein, NEVADA means the applicable above listed ILEC
              doing business in Nevada.

       1.9    As used herein, SNET means the applicable above listed ILEC doing
              business in Connecticut.

       1.10   The prices at which SBC-13STATE agrees to provide CLEC with
              Directory Services are contained in the applicable Appendix
              Pricing and/or the applicable Commissioned ordered tariff.

<PAGE>

2.     SERVICES

       2.1    Where technically feasible and/or available, SBC-13STATE will
              provide the following DA Services:

              2.1.1  DIRECTORY ASSISTANCE (DA)

                     Consists of providing subscriber listing information (name,
                     address, and published telephone number or an indication of
                     "non-published status") where available to CLEC's End Users
                     who dial 411, 1/0+411, 555-1212, 1/0+555-1212, or
                     1/O+NPA-555-1212.

              2.1.2  DIRECTORY ASSISTANCE CALL COMPLETION (DACC) OR EXPRESS CALL
                     COMPLETION (ECC)

                     A service in which a local or an intraLATA call to the
                     requested number is completed on behalf of CLEC's End User,
                     utilizing an automated voice system or with operator
                     assistance.

              2.1.3  DIRECTORY ASSISTANCE NATIONWIDE LISTING SERVICE (NLS)

                     A service in which listed telephone information (name,
                     address, and telephone numbers) is provided for
                     residential, business and government accounts throughout
                     the 50 states to CLEC End Users. CLEC acknowledges that the
                     Federal Communications Commission has issued an order that
                     could affect SBC-12STATE's ability to offer NLS and that
                     SBC-12STATE may have to stop providing NLS at any time.
                     CLEC releases SBC-12STATE from any and all claims, costs,
                     damages, liabilities, losses, and expenses (including
                     reasonable attorney fees), if SBC-12STATE stops providing
                     NLS. CLEC also agrees to indemnify, defend, and hold
                     harmless SBC-12STATE from any and all third party claims,
                     costs, damages, liabilities, losses, and expenses
                     (including reasonable attorney fees), arising from any
                     SBC-12STATE decision to stop providing NLS.

3.     DEFINITIONS

       3.1    The following terms are defined as set forth below:

              3.1.1  "CALL BRANDING" -The procedure of identifying a provider's
                     name audibly and distinctly to the End User at the
                     beginning of each DA Services call.

              3.1.2  "NON-LIST TELEPHONE NUMBER OR DA ONLY TELEPHONE NUMBER" -A
                     telephone number that, at the request of the telephone
                     subscriber, is not published in a telephone directory, but
                     is available from a DA operator.

<PAGE>

              3.1.3  "NON-PUBLISHED NUMBER" - A telephone number that, at the
                     request of the telephone subscriber, is neither published
                     in a telephone directory nor available from a DA operator.

              3.1.4  "PUBLISHED NUMBER" - A telephone number that is published
                     in a telephone directory and is available upon request by
                     calling a DA operator.

4.     BRANDING

       4.1    Except where otherwise required by law, CLEC shall not, without
              SBC-13STATE's prior written authorization, offer the services
              covered by this Agreement using the trademarks, service marks,
              trade names, brand names, logos, insignia, symbols or decorative
              designs of SBC-13STATE or its Affiliates, nor shall CLEC state or
              imply that there is any joint business association or similar
              arrangement with SBC-13STATE in the provision of
              Telecommunications Services to CLEC's End Users.

       4.2    BRANDING REQUIREMENTS

              4.2.1  Where technically feasible and/or available, SBC-13STATE
                     will brand Operator Services (OS) and/or Directory
                     Assistance (DA) in CLEC's name as outlined below:

                     4.2.1.1  Provide its brand at the beginning of each
                              telephone call and before the consumer incurs any
                              charge for the call; and

                     4.2.1.2  Disclose immediately to the consumer, upon
                              request, a quote of its rates or charges for the
                              call.

              4.2.2  Where SBC-13STATE provides CLEC OS and DA services via the
                     same trunk, both OS and DA calls will be branded with the
                     same brand. Since SBC-13STATE's DA and OS utilize the same
                     trunk group, CLEC will receive the same brand for both DA
                     and OS.

              4.2.3  CLEC agrees and warrants that it will provide to
                     SBC-13STATE a name to be used for branding covered by this
                     Agreement that matches the name in which CLEC is certified
                     to provide local Telecommunications Services by the
                     applicable state Commission.

       4.3    CALL BRANDING

              4.3.1  SBC-13STATE will brand OS/DA in CLEC's name based upon the
                     information provided by CLEC and as outlined below:

<PAGE>

                     4.3.1.1 SBC-SWBT and SNET - CLEC will provide written
                             specifications of its company name to be used by
                             SBC-SWBT or SNET to create CLEC specific branding
                             announcements for its OS/DA calls in accordance
                             with the process outlined in the Operator Services
                             OS/DA Questionnaire (OSQ). CLEC attests that it has
                             been provided a copy of the OSQ.

                     4.3.1.2 PACIFIC/NEVADA - CLEC will provide recorded
                             announcement(s) of its company name to be used to
                             brand CLEC's OS/DA calls in accordance with the
                             process outlined in the OSQ. CLEC attests that it
                             has been provided a copy of the OSQ.

                     4.3.1.3 SBC-AMERITECH - CLEC will provide written
                             specifications of its company name to be used by
                             SBC-AMERITECH to brand CLEC OS/DA calls, when
                             technically feasible and available, in accordance
                             with the process outlined in the OSQ. CLEC attests
                             that it has been provided a copy of the OSQ.

       4.4    Branding Load Charges:

              4.4.1  SBC-SWBT - An initial non-recurring charge applies per
                     state, per brand, per Operator assistance switch for the
                     establishment of CLEC specific branding. An additional
                     non-recurring charge applies per state, per brand, per
                     Operator assistance switch for each subsequent change to
                     the branding announcement. In addition, a per call charge
                     applies for every OS/DA call handled by SBC-SWBT on behalf
                     of CLEC when multiple brands are required on a single
                     Operator Services trunk. These charges are set forth in
                     Appendix Pricing under the "Other (Resale)" category.

              4.4.2  PACIFIC/NEVADA/SNET - An initial non-recurring charge
                     applies per state, per brand, per Operator assistance
                     switch for the establishment of CLEC specific branding. An
                     additional non-recurring charge applies per state, per
                     brand, per Operator assistance switch for each subsequent
                     change to branding announcement. These charges are set
                     forth in Appendix Pricing under the "Other (Resale)"
                     category.

5.     DA RATE/REFERENCE INFORMATION

       5.1    CLEC will furnish DA Rate and Reference Information in a mutually
              agreed to format or media thirty (30) calendar days in advance of
              the date when the DA Services are to be undertaken.

       5.2    CLEC will inform SBC-13STATE, in writing, of any changes to be
              made to such Rate/Reference Information fourteen calendar days
              prior to the effective

<PAGE>

              Rate/Reference change date. CLEC acknowledges that it is
              responsible to provide SBC-13STATE updated Rate/Reference
              Information in advance of when the Rate/Reference Information is
              to become effective.

       5.3    An initial non-recurring charge will apply per state, per Operator
              assistance switch for loading of CLEC's DA Rate/Reference
              Information. An additional non-recurring charge will apply per
              state, per Operator assistance switch for each subsequent change
              to either CLEC's DA Services Rate or Reference Information. These
              charges are set forth in Appendix Pricing under the "Other
              (Resale)" category.

       5.4    When an SBC-13STATE Operator receives a rate request from a CLEC
              End User, where technically feasible and available, SBC-13STATE
              will quote the applicable DA rates as provided by the CLEC.

              5.4.1  PACIFIC/NEVADA/SBC-AMERITECH - In the interim, when an
                     Operator receives a rate request from a CLEC End User,
                     PACIFIC/NEVADA/SBC-AMERITECH will transfer the CLEC End
                     User to a customer care number specified by the CLEC on
                     the OSQ. When PACIFIC/NEVADA/SBC-AMERITECH has the
                     capability to quote specific CLEC rates and reference
                     information, the Parties agree that the transfer option
                     will be eliminated.

6.     RESPONSIBILITIES OF THE PARTIES

       6.1    CLEC agrees that due to customer quality and work force schedule
              issues, SBC-13STATE will be the sole provider of DA Services for
              CLEC's local serving area(s).

       6.2    CLEC will furnish to SBC-13STATE a completed OSQ thirty (30)
              calendar days in advance of the date when the DA Services are to
              be undertaken.

       6.3    CLEC will provide SBC-13STATE updates to the OSQ fourteen (14)
              calendar days in advance of the date when changes are to become
              effective.

       6.4    CLEC agrees that SBC-13STATE may utilize CLEC's End User's
              listings contained in SBC-13STATE directory assistance database in
              providing existing and future SBC-13STATE directory assistance or
              DA related services.

       6.5    CLEC further agrees that SBC-13STATE can release CLEC's directory
              assistance listings stored in SBC-13STATE directory assistance
              database to competing providers.

<PAGE>

7.     METHODS AND PRACTICES

       7.1    SBC-13STATE will provide DA Services to CLEC's End Users in
              accordance with SBC-13STATE DA methods and practices that are in
              effect at the time the DA call is made, unless otherwise agreed in
              writing by both parties.

8.     PRICING

       8.1    Subject to any blocking that may be ordered by CLEC for its End
              Users, to the extent Directory Assistance (DA) services are
              provided to SBC-13STATE End Users, SBC-13STATE shall provide
              CLEC's End Users access to SBC-13STATE Directory Assistance
              services. CLEC shall pay SBC-13STATE the charges attributable to
              Directory Assistance services utilized by CLEC's End Users.
              Discounts associated with utilization of Directory Assistance
              Services are set forth in Appendix Pricing and/or the applicable
              Commission ordered tariff.

9.     MONTHLY BILLING

       9.1    For information regarding billing, non-payment, disconnection, and
              dispute resolution, see the General Terms and Conditions of this
              Agreement.

       9.2    SBC-13STATE will accumulate and provide CLEC DA usage data on
              CLEC's monthly bill for CLEC to bill its End Users.

10.    LIABILITY

       10.1   The provisions set forth in the General Terms and Conditions of
              this Agreement, including but not limited to those relating to
              limitation of liability and indemnification, shall govern
              performance under this Appendix.

       10.2   CLEC also agrees to release, defend, indemnify, and hold harmless
              SBC-13STATE from any claim, demand or suit that asserts any
              infringement or invasion of privacy or confidentiality of any
              person or persons caused or claimed to be caused, directly, or
              indirectly, by SBC-13STATE employees and equipment associated with
              provision of DA Services, including but not limited to suits
              arising from disclosure of the telephone number, address, or name
              associated with the telephone called or the telephone used to call
              DA Services.

11.    TERM OF APPENDIX

       11.1   This Appendix will continue in force for the length of the Resale
              Agreement, but no less than twelve (12) months. At the expiration
              of the term of the Resale Agreement to which this Appendix is
              attached, or twelve months, which ever

<PAGE>

              occurs later, either Party may terminate this Appendix upon one
              hundred-twenty (120) calendar days written notice to the other
              Party.

       11.2   If CLEC terminates this Appendix prior to the expiration of the
              term of this Appendix, CLEC shall pay SWBT, within thirty (30)
              days of the issuance of any bills by SBC-13STATE, all amounts due
              for actual services provided under this Appendix, plus estimated
              monthly charges for the unexpired portion of the term. Estimated
              charges will be based on an average of the actual monthly service
              provided by SBC-13STATE pursuant to this Appendix prior to its
              termination.

12.    APPLICABILITY OF OTHER RATES, TERMS AND CONDITIONS

       12.1   Every resale service provided hereunder, shall be subject to all
              rates, terms and conditions contained in this Agreement which are
              legitimately related to such resale service. Without limiting the
              general applicability of the foregoing, the following terms and
              conditions of the General Terms and Conditions are specifically
              agreed by the Parties to be legitimately related to, and to be
              applicable to, each resale service provided hereunder:
              introduction, definitions, interpretation, construction and
              severability; description and charges of service; notice of
              changes; general responsibilities of the Parties; effective date,
              term and termination; fraud by end users; deposits; billing and
              payment of charges; nonpayment and procedures for disconnection;
              services; additional terms applicable to resale of services;
              ancillary services; network and service order conditions; dispute
              resolution; audits; responsibilities of SWBT; disclaimer of
              representations and warranties; limitation of liability;
              responsibilities of CLEC; indemnification; remedies; intellectual
              property; notices; publicity and use of trademarks or service
              marks; no license; confidentiality; intervening law; governing
              law; regulatory approval; changes in End User local exchange
              service provider selection; compliance and certification; law
              enforcement; no third party beneficiaries; disclaimer of agency;
              relationship of the Parties/independent contractor;
              subcontracting; delegation to affiliate; assignment; force
              majeure; taxes; non-waiver; customer inquiries; expenses;
              conflicts of interest; survival; appendices incorporated by
              reference; authority; counterparts; amendments and modifications;
              and entire agreement.

<PAGE>

                         APPENDIX FCC MERGER CONDITIONS

<PAGE>

<TABLE>
                               TABLE OF CONTENTS
<S>                                                                           <C>
1.      MERGER CONDITIONS.....................................................3

2.      DEFINED TERMS; DATES OF REFERENCE ....................................4

3.      INTENTIONALLY LEFT BLANK .............................................4

4.      OSS: CHANGE MANAGEMENT PROCESS .......................................4

5.      OSS: ELIMINATION OF CERTAIN FLAT-RATE MONTHLY CHARGES ................4

6.      INTENTIONALLY LEFT BLANK .............................................5

7.      INTENTIONALLY LEFT BLANK .............................................5

8.      PROMOTIONAL DISCOUNTS ON RESALE ......................................5

9.      INTENTIONALLY LEFT BLANK .............................................5

10.     INTENTIONALLY LEFT BLANK .............................................5

11.     ALTERNATE DISPUTE RESOLUTION .........................................6

12.     CONFLICTING CONDITIONS ...............................................6

13.     SUSPENSION OF CONDITIONS .............................................6

14.     INTENTIONALLY LEFT BLANK .............................................6

15.     PROMOTIONAL PAYMENT PLAN FOR UNE AND RESALE-OHIO AND
        ILLINOIS ONLY ........................................................6
</TABLE>

<PAGE>

                             APPENDIX MERGER CONDITIONS

1.     MERGER CONDITIONS

       1.1    For purposes of this Appendix only SBC-13STATE is defined as one
              of the following ILECs as appropriate to the underlying Agreement
              (without reference to this Appendix) in those geographic areas
              where the referenced SBC owned Company is the ILEC: Illinois Bell
              Telephone Company, Indiana Bell Telephone Company Incorporated,
              Michigan Bell Telephone Company, Nevada Bell Telephone Company,
              The Ohio Bell Telephone Company, Pacific Bell Telephone Company,
              The Southern New England Telephone Company, Southwestern Bell
              Telephone Company, and/or Wisconsin Bell, Inc. d/b/a Ameritech
              Wisconsin.

              1.1.1  As used herein, SBC-AMERITECH means the applicable listed
                     ILEC(s) doing business in Illinois, Indiana, Michigan, Ohio
                     and Wisconsin

              1.1.2  As used herein, SBC-13STATE means an ILEC doing business in
                     Arkansas, California, Connecticut, Illinois, Indiana,
                     Kansas, Michigan, Missouri, Nevada, Ohio, Oklahoma, Texas
                     and Wisconsin.

              1.1.3  As used herein, SBC-8STATE means an ILEC doing business in
                     Arkansas, California, Connecticut, Kansas, Missouri,
                     Nevada, Oklahoma, Texas.

       1.2    SBC-13STATE will provide to CLEC certain items as set out in the
              Conditions for FCC Order Approving SBC/AMERITECH Merger, CC Docket
              No. 98-141 (FCC Merger Conditions), including certain
              carrier-to-carrier promotions for use by CLEC to provision local
              service to residential end user customers on terms and conditions
              described in the FCC Merger Conditions, an alternative dispute
              resolution ("ADR") process designed to resolve carrier-to-carrier
              disputes before such disputes become formal complaints before the
              Commission and other items as specified herein.

       1.3    The Parties agree to abide by and incorporate by reference into
              this Appendix the FCC Merger Conditions.

       1.4    This Appendix terminates the earlier of (1) the date this
              Agreement itself terminates without reference to this Appendix or
              (2) the date SBC-13STATE obligations cease under the FCC Merger
              Conditions

<PAGE>

2.     DEFINED TERMS; DATES OF REFERENCE

       2.1    Unless otherwise defined in this Appendix, capitalized terms shall
              have the meanings assigned to such terms in the Agreement without
              reference to this Appendix and in the FCC Merger Conditions.

       2.2    For purposes of calculating the intervals set forth in the FCC
              Merger Conditions concerning carrier to carrier promotions:

              2.2.1  the Merger Closing Date is October 8, 1999; and

              2.2.2  the Offering Window begins November 7, 1999.

       2.3    "FCC Merger Conditions" means the Conditions for FCC Order
              Approving SBC/Ameritech Merger, CC Docket No. 98-141.

3.     INTENTIONALLY LEFT BLANK

4.     OSS: CHANGE MANAGEMENT PROCESS

       4.1    Upon request by CLEC, within one month of the Merger Closing Date,
              SBC-13STATE and CLEC shall begin to negotiate along with other
              interested CLECs a uniform change management process for
              implementation in the SBC-13STATE Service-Area to the extent
              required by paragraph 32 of the FCC Merger Conditions. For
              purposes of this Paragraph, "change management process" means the
              documented process that SBC-13STATE and the CLECs follow to
              facilitate communication about OSS changes, new interfaces and
              retirement of old interfaces, as well as the implementation
              timeframes; which includes such provisions as a 12-month
              developmental view, release announcements, comments and reply
              cycles, joint testing processes and regularly scheduled change
              management meetings. SBC-13STATE will follow the uniform change
              management process agreed upon with interested CLECs.

5.     OSS: ELIMINATION OF CERTAIN FLAT-RATE MONTHLY CHARGES

       5.1    Effective with the first billing cycle that begins after the
              Merger Closing date, SBC-13STATE hereby eliminates in the
              SBC-13STATE Service Area, on a going-forward basis, all flat-rate
              monthly charges for access to the Remote Access Facility and the
              Information Services Call Center. The intent of this Paragraph is
              to eliminate the flat-rate monthly charges (amounting to
              approximately $3600 per month per CLEC per State) that SBC-13STATE
              charged CLECs prior to the Merger Closing Date. Effective with the
              first billing cycle that begins after the Merger Closing date,
              SBC-13STATE also hereby eliminates in the SBC-13STATE Service
              Area, on a going-forward basis, any flat-rate monthly charges

<PAGE>

              for access to standard, non-electronic order processing facilities
              that are used for orders of 30 lines or less. This Paragraph does
              not limit SBC-13STATE's right to charge CLEC for the cost of
              processing service orders received by electronic or non-electronic
              means, whether on an electronic or non-electronic basis; to charge
              CLEC for the cost of providing loop make-up information, or to
              recover the costs of developing and providing OSS through the
              pricing of UNEs or resold services, in accordance with applicable
              federal and state pricing requirements

6.     INTENTIONALLY LEFT BLANK

7.     INTENTIONALLY LEFT BLANK

8.     PROMOTIONAL DISCOUNTS ON RESALE

       8.1    SBC-13STATE will provide CLEC promotional resale discounts on
              telecommunications services that SBC-13STATE provides at retail to
              subscribers who are not telecommunications carriers, where such
              services are resold to residential end user customers at the rates
              and on the terms and conditions set forth in the FCC Merger
              Conditions for the period specified therein. Such provision of
              promotional resale discounts is subject to CLEC's qualification
              and compliance with the provisions of the FCC Merger Conditions.

       8.2    If CLEC does not qualify for the promotional resale discounts set
              forth in the FCC Merger Conditions, SBC-13STATE's provision, if
              any, and CLEC's payment for promotional resale discounts shall
              continue to be governed by Appendix Resale as currently contained
              in the Agreement without reference to this Appendix. Unless SBC
              receives thirty (30) days advance written notice with instructions
              to terminate service provided via a Promotional discount on resale
              or to convert such service to an available alternative service
              provided by SBC-13STATE, then upon expiration of any Promotional
              discount, the service shall automatically convert to an
              appropriate SBC-13STATE product/service offering pursuant to the
              terms and conditions of the Agreement or, in the absence of terms
              and conditions in the Agreement, the applicable tariff. Where
              there are no terms for such offering in the Agreement without
              reference to this Appendix and there is no applicable tariff, the
              Parties shall meet within 30 days of a written request to do so to
              negotiate mutually acceptable rates, terms and conditions that
              shall apply retroactively. If the Parties are unable to reach
              agreement within 60 days of the written request to negotiate, any
              outstanding disputes shall be handled in accordance with the
              Dispute Resolution procedures in the Agreement.

9.     INTENTIONALLY LEFT BLANK

10.    INTENTIONALLY LEFT BLANK

<PAGE>

11.    ALTERNATE DISPUTE RESOLUTION

       11.1   In addition to the foregoing, upon CLEC's request, the Parties
              shall adhere to and implement, as applicable, the Alternative
              Dispute Resolution guidelines and procedures described in the FCC
              Merger Conditions including Attachment D.

12.    CONFLICTING CONDITIONS

       12.1   If any of the FCC Merger Conditions in this Appendix and
              conditions imposed in connection with the merger under state law
              grant similar rights against SBC-13STATE, CLEC shall not have a
              right to invoke the relevant terms of these FCC Merger Conditions
              in this Appendix if CLEC has invoked substantially related
              conditions imposed on the merger under state law in accordance the
              FCC Merger Conditions.

13.    SUSPENSION OF CONDITIONS

       13.1   If the FCC Merger Conditions are overturned or any of the
              provisions of the FCC Merger Conditions that are incorporated
              herein by reference are amended or modified as a result of any
              order or finding by the FCC, a court of competent jurisdiction or
              other governmental and/or regulatory authority, any impacted
              promotional discounts and other provision described in this
              Appendix shall be automatically and without notice suspended as of
              the date of such termination or order or finding and shall not
              apply to any product or service purchased by CLEC or provisioned
              by SBC-13STATE after the date of such termination or order or
              finding. Thereafter, SBC-13STATE's continued provision and CLEC's
              payment for any service or item originally ordered or provided
              under this Appendix shall be governed by the rates, terms, and
              conditions as currently contained in the Agreement without
              reference to this Appendix. In the event that the FCC changes,
              modifies, adds or deletes any of the FCC Merger Conditions set
              forth herein, the Parties agree that the FCC's final order
              controls and takes precedence over the FCC Merger Conditions set
              forth herein.

14.    INTENTIONALLY LEFT BLANK

15.    PROMOTIONAL PAYMENT PLAN FOR UNE AND RESALE--OHIO AND ILLINOIS ONLY

       15.1   SBC-AMERITECH will provide, in the states of Ohio and Illinois, a
              promotional eighteen (18) month installment payment option to
              CLECs for the payment of non-recurring charges associated with the
              purchase of unbundled Network Elements used in the provision of
              residential services and the resale of services used in the
              provision of residential services.

<PAGE>

       15.2   SBC-AMERITECH will provide, in the states of Ohio and Illinois, a
              promotional payment plan option to CLECs for the payment of
              non-recurring charges associated with the purchase of unbundled
              Network Elements used in the provision of residential services and
              the resale of services used in the provision of residential
              services. The promotion is available on the terms and conditions
              set forth in the Ameritech - Ohio and Illinois Merger Conditions
              for the period specified therein. Such provision of the
              promotional payment plan is subject to CLEC's qualification and
              compliance with the provisions of the Ameritech - Ohio and
              Illinois Merger Conditions.

<PAGE>

                                  APPENDIX OS

<PAGE>

                               TABLE OF CONTENTS

1.       INTRODUCTION ........................................................3

2.       SERVICES ............................................................4

3.       DEFINITIONS .........................................................4

4.       BRANDING ............................................................6

5.       OS RATE/REFERENCE INFORMATION .......................................8

6.       INTRALATA MESSAGE RATING ............................................8

7.       HANDLING OF EMERGENCY CALLS TO OPERATOR .............................9

8.       RESPONSIBILITIES OF THE PARTIES .....................................9

9.       METHODS AND PRACTICES ...............................................9

10.      PRICING..............................................................9

11.      MONTHLY BILLING ....................................................10

12.      LIABILITY ..........................................................10

13.      TERM OF APPENDIX ...................................................10

14.      APPLICABILITY OF OTHER RATES, TERMS AND CONDITIONS .................10

<PAGE>

                                   APPENDIX OS
                               (OPERATOR SERVICES)

1.     INTRODUCTION

       1.1    This Appendix sets forth the terms and conditions for Operator
              Services (OS) provided by the applicable SBC Communications Inc.
              (SBC) owned Incumbent Local Exchange Carrier (ILEC).

       1.2    SBC Communications Inc. (SBC) means the holding company which owns
              the following ILECs: Illinois Bell Telephone Company, Indiana Bell
              Telephone Company Incorporated, Michigan Bell Telephone Company,
              Nevada Bell Telephone Company, The Ohio Bell Telephone Company,
              Pacific Bell Telephone Company, The Southern New England Telephone
              Company, Southwestern Bell Telephone Company and/or Wisconsin
              Bell, Inc. d/b/a Ameritech Wisconsin.

       1.3    As used herein, SBC-13STATE means the applicable above listed
              ILECs doing business in Arkansas, California, Connecticut,
              Illinois, Indiana, Kansas, Michigan, Missouri, Nevada, Ohio,
              Oklahoma, Texas, and Wisconsin.

       1.4    As used herein, SBC-12STATE means the applicable above listed
              ILECs doing business in Arkansas, California, Illinois, Indiana,
              Kansas, Michigan, Missouri, Nevada, Ohio, Oklahoma, Texas, and
              Wisconsin.

       1.5    As used herein, SBC-10STATE means the applicable above listed
              ILECs doing business in Arkansas, Illinois, Indiana, Kansas,
              Michigan, Missouri, Ohio, Oklahoma, Texas, and Wisconsin.

       1.6    As used herein, SBC-8STATE means the applicable above listed ILECs
              doing business in Arkansas, California, Connecticut, Kansas,
              Missouri, Nevada, Oklahoma, and Texas.

       1.7    As used herein, SBC-7STATE means the applicable above listed ILECs
              doing business in Arkansas, California, Kansas, Missouri, Nevada,
              Oklahoma, and Texas.

       1.8    As used herein, SBC-SWBT means the applicable above listed ILEC
              doing business in Arkansas, Kansas, Missouri, Oklahoma, and Texas.

       1.9    As used herein, SBC-AMERITECH means the applicable above listed
              ILECs doing business in Illinois, Indiana, Michigan, Ohio, and
              Wisconsin.

       1.10   As used herein, SBC-2STATE means the applicable above listed ILECs
              doing business in California and Nevada.

<PAGE>

       1.11   As used herein, SNET means the applicable above listed ILEC doing
              business in Connecticut.

       1.12   As used herein, PACIFIC means the applicable above listed ILEC
              doing business in California.

       1.13   As used herein, NEVADA means the applicable above listed ILEC
              doing business in Nevada.

2.     SERVICES

       2.1    Where technically feasible and/or available, SBC-13STATE will
              provide the following OS:

              2.1.1  FULLY AUTOMATED CALL PROCESSING

                     Allows the caller to complete a call utilizing equipment
                     without the assistance of an SBC-13STATE operator,
                     hereafter called "Operator."

                     2.1.1.1 SBC-10STATE and PACIFIC - This allows the caller
                             the option of completing calls through an Automated
                             Alternate Billing System (AABS). Automated
                             functions can only be activated from a touch-tone
                             telephone. Use of a rotary telephone or failure or
                             slow response by the caller to the audio prompts
                             will bridge the caller to an Operator for
                             assistance.

                     2.1.1.2 NEVADA - This allows the caller the option of
                             billing calling card calls through a Mechanized
                             Calling Card Service (MCCS). Automated functions
                             can only be activated from a touch-tone telephone.

              2.1.2  OPERATOR-ASSISTED CALL PROCESSING

                     2.1.2.1 Allows the caller to complete a call by receiving
                             assistance from an Operator.

3.     DEFINITIONS

       3.1    FULLY AUTOMATED CALL PROCESSING - Where technically feasible
              and/or available, SBC-13STATE can support the following fully
              automated call types as outlined below:

<PAGE>

              3.1.1  FULLY AUTOMATED CALLING CARD SERVICE.

                     3.1.1.1 SBC-13STATE -This service is provided when the
                             caller dials zero ("0"), plus the desired telephone
                             number and the calling card number to which the
                             call is to be charged. The call is completed
                             without the assistance of an Operator. An
                             authorized calling card for the purpose of this
                             Appendix, is one for which billing validation can
                             be performed.

              3.1.2  Fully Automated Collect and Bill to Third Number Services
                     or Mechanized Calling Card System

                     3.1.2.1 SBC-12STATE - The caller dials zero (0) plus the
                             telephone number desired, and selects the Collect
                             or Bill To Third Number billing option as
                             instructed by the automated equipment. The call is
                             completed without the assistance of an Operator.

              3.1.3  SBC-8STATE will treat the following situations as Fully
                     Automated service:

                     3.1.3.1 When the caller identifies himself or herself as
                             disabled.

                     3.1.3.2 When the caller reports trouble on the network.

                     3.1.3.3 When the Operator reestablishes an interrupted
                             call.

       3.2    OPERATOR-ASSISTED CALL PROCESSING - Where technically feasible
              and/or available, SBC-13STATE will support the following
              Operator-assisted call types for CLEC:

              3.2.1  SEMI-AUTOMATED CALLING CARD SERVICE. A service provided
                     when the caller dials zero (0) plus the telephone number
                     desired and the calling card number to which the call is to
                     be charged. The call is completed with the assistance of an
                     Operator. An authorized calling card for the purpose of
                     this Appendix, is one for which SBC-13STATE can perform
                     billing validation.

              3.2.2  SEMI-AUTOMATED COLLECT AND BILL TO THIRD NUMBER SERVICES.
                     The caller dials zero (0) plus the telephone number
                     desired, and selects the Collect or Bill To Third Number
                     billing option as instructed by the automated equipment.
                     The call is completed with the assistance of an Operator.

              3.2.3  Semi-Automated Person-To-Person Service. A service in which
                     the caller dials zero (0) plus the telephone number desired
                     and asks the Operator for assistance in reaching a
                     particular person, or a particular PBX station,
<PAGE>

department or office to be reached through a PBX attendant. This service applies
even if the caller agrees, after the connection is established, to speak to any
party other than the party previously specified.

          3.2.4     OPERATOR HANDLED SERVICES. Services provided when the caller
                    dials zero (0) for Operator assistance in placing a sent
                    paid, calling card, collect, third number or person to
                    person call.

          3.2.5     LINE STATUS VERIFICATION. A service in which the Operator,
                    upon request, will check the requested line for conversation
                    in progress and advise the caller.

          3.2.6     BUSY LINE INTERRUPT. A service in which the caller asks the
                    Operator to interrupt a conversation in progress, to
                    determine if one of the parties is willing to speak to the
                    caller requesting the interrupt. Busy Line Interrupt service
                    applies even if no conversation is in progress at the time
                    of the interrupt attempt, or when the parties interrupted
                    refuse to terminate the conversation in progress.

          3.2.7     OPERATOR TRANSFER SERVICE. A service in which the local
                    caller requires Operator Assistance for completion of a call
                    terminating outside the originating LATA.

4.        BRANDING

          4.1       Except where otherwise required by law, CLEC shall not,
                    without SBC-13STATE's prior written authorization, offer
                    the services covered by this Agreement using the trademarks,
                    service marks, trade names, brand names, logos, insignia,
                    symbols or decorative designs of SBC-13STATE or its
                    Affiliates, nor shall CLEC state or imply that there is any
                    joint business association or similar arrangement with
                    SBC-13STATE in the provision of Telecommunications Services
                    to CLEC's End Users.

          4.2       Branding Requirements

                    4.2.1     Where technically feasible and/or available,
                              SBC-13STATE will brand Operator Services (OS)
                              and/or Directory Assistance (DA) in CLEC's name as
                              outlined below:

                              4.2.1.1  Provide its brand at the beginning of
                                       each telephone call and before the
                                       consumer incurs any charge for the call;
                                       and

                              4.2.1.2  Disclose immediately to the consumer,
                                       upon request, a quote of its rates or
                                       charges for the call.

<PAGE>


                                                       APPENDIX OS - SBC-13STATE
                                                                    PAGE 7 OF 11
                                                 SBC-13STATE/essential.com, INC.
                                                                          010700

          4.2.2     Where SBC-13STATE provides CLEC OS and DA services via the
                    same trunk, both OS and DA calls will be branded with the
                    same brand. Since SBC-13STATE's DA and OS utilize the same
                    trunk group, CLEC will receive the same brand for both DA
                    and OS.

          4.2.3     CLEC agrees and warrants that it will provide to SBC-13STATE
                    a name to be used for branding covered by this Agreement
                    that matches the name in which CLEC is certified to provide
                    local Telecommunications Services by the applicable state
                    Commission.

4.3       CALL BRANDING

          4.3.1     SBC-13STATE will brand OS/DA in CLEC's name based upon the
                    information provided by CLEC and as outlined below:

                    4.3.1.1   SBC-SWBT and SNET - CLEC will provide written
                              specifications of its company name to be used by
                              SBC-SWBT or SNET to create CLEC specific branding
                              announcements for its OS/DA calls in accordance
                              with the process outlined in the Operator Services
                              OS/DA Questionnaire (OSQ). CLEC attests that it
                              has been provided a copy of the OSQ.

                    4.3.1.2   PACIFIC/NEVADA - CLEC will provide recorded
                              announcement(s) of its company name to be used to
                              brand CLEC's OS/DA calls in accordance with the
                              process outlined in the OSQ. CLEC attests that it
                              has been provided a copy of the OSQ.

                    4.3.1.3   SBC-AMERITECH - CLEC will provide written
                              specifications of its company name to be used by
                              SBC-AMERITECH to brand CLEC OS/DA calls, when
                              technically feasible and available, in accordance
                              with the process outlined in the OSQ. CLEC attests
                              that it has been provided a copy of the OSQ.

4.4       Branding Load Charges:

          4.4.1     SBC-SWBT- An initial non-recurring charge applies per state,
                    per brand, per Operator assistance switch for the
                    establishment of CLEC specific branding. An additional
                    non-recurring charge applies per state, per brand, per
                    Operator assistance switch for each subsequent change to the
                    branding announcement. In addition, a per call charge
                    applies for every OS/DA call handled by SBC-SWBT on behalf
                    of CLEC when multiple brands are required on a single
                    Operator Services trunk. These charges are set forth in
                    Appendix Pricing under the "Other (Resale)" category.

<PAGE>

          4.4.2     PACIFIC/NEVADA/SNET - An initial non-recurring charge
                    applies per state, per brand, per Operator assistance switch
                    for the establishment of CLEC specific branding. An
                    additional non-recurring charge applies per state, per
                    brand, per Operator assistance switch for each subsequent
                    change to branding announcement. These charges are set forth
                    in Appendix Pricing under the "Other (Resale)" category.

5.        OS RATE/REFERENCE INFORMATION

          5.1       CLEC will furnish OS Rate and Reference Information in a
                    mutually agreed to format or media thirty (30) calendar days
                    in advance of the date when the OS Services are to be
                    undertaken.

          5.2       CLEC will inform SBC-13STATE, in writing, of any changes to
                    be made to such Rate/Reference Information fourteen calendar
                    days prior to the effective Rate/Reference change date. CLEC
                    acknowledges that it is responsible to provide SBC-13STATE
                    updated Rate/Reference Information in advance of when the
                    Rate/Reference Information is to become effective.

          5.3       An initial non-recurring charge will apply per state, per
                    Operator assistance switch for loading of CLEC's OS
                    Rate/Reference Information. An additional non-recurring
                    charge will apply per state, per Operator assistance switch
                    for each subsequent change to either CLEC's OS Services Rate
                    or Reference Information. These charges are set forth in
                    Appendix Pricing under the "Other (Resale)" category.

          5.4       When an SBC-13STATE Operator receives a rate request from a
                    CLEC End User, where technically feasible and available,
                    SBC-13STATE will quote the applicable OS rates as provided
                    by the CLEC.

                    5.4.1     PACIFIC/NEVADA/SBC-AMERITECH- In the interim, when
                              an Operator receives a rate request from a CLEC
                              End User, PACIFIC/NEVADA/SBC-AMERITECH will
                              transfer the CLEC End User to a customer care
                              number specified by the CLEC on the OSQ. When
                              PACIFIC/NEVADA/SBC-AMERITECH has the capability to
                              quote specific CLEC rates and reference
                              information, the Parties agree that the transfer
                              option will be eliminated.

6.        INTRALATA MESSAGE RATING

          6.1       SBC-SWBT - Upon request, CLEC may opt to purchase intraLATA
                    Message Rating Service. This service provides the message
                    rating function on all SBC-SWBT Operator assisted intraLATA
                    calls. With this service, SBC-SWBT will

<PAGE>


                    compute the applicable charges for each message based on
                    CLEC's schedule of rates provided to SBC-SWBT.

7.        HANDLING OF EMERGENCY CALLS TO OPERATOR

          7.1       SBC-13STATE asks a caller placing an emergency call to
                    Operator for the name of his/her community and attempts to
                    transfer the caller to the appropriate emergency agency for
                    the caller's area. When the caller is unable to provide the
                    name of his/her community, SBC-13 STATE transfers the caller
                    to a default emergency agency number. When the assistance of
                    another Carrier's operator is required, SBC-13STATE will
                    attempt to reach the appropriate operator if the network
                    facilities for inward assistance exist. CLEC agrees to
                    indemnify, defend, and hold harmless SBC-13STATE from any
                    and all actions, claims, costs, damages, lawsuits,
                    liabilities, losses and expenses, including reasonable
                    attorney fees, arising from any misdirected calls.

8.        RESPONSIBILITIES OF THE PARTIES

          8.1       CLEC agrees that due to quality of service and work force
                    schedule issues, SBC-13STATE will be the sole provider of
                    OS for CLEC's local serving area(s).

          8.2       CLEC will furnish to SBC-13STATE a completed OSQ, thirty
                    (30) calendar days in advance of the date when the OS are to
                    be undertaken.

          8.3       CLEC will provide SBC-13STATE updates to the OSQ fourteen
                    (14) calendar days in advance of the date when changes are
                    to become effective.

9.        METHODS AND PRACTICES

          9.1       SBC-13STATE will provide OS to CLEC's End Users in
                    accordance with SBC-13STATE OS methods and practices that
                    are in effect at the time the OS call is made, unless
                    otherwise agreed in writing by both Parties.

10.       PRICING

          10.1      Subject to any blocking that may be ordered by CLEC for its
                    End Users, SBC-13STATE will provide access to Operator
                    Services (OS) to CLEC's End Users to the same extent it
                    provides OS to its own End Users. CLEC shall pay the charges
                    associated with the utilization of OS by CLEC's End Users.
                    Discounts associated with the utilization of OS are set
                    forth in Appendix Pricing and/or the applicable Commission
                    ordered tariff.

<PAGE>


11.       MONTHLY BILLING

          11.1      For information regarding billing, non-payment,
                    disconnection, and dispute resolution, see the General Terms
                    and Conditions of this Agreement.

          11.2      SBC-13STATE will accumulate and provide CLEC OS usage data
                    on CLEC's monthly bill for CLEC to bill its End Users.

12.       LIABILITY

          12.1      The provisions set forth in the General Terms and Conditions
                    of this Agreement, including but not limited to those
                    relating to limitation of liability and indemnification,
                    shall govern performance under this Appendix.

          12.2      CLEC also agrees to release, defend, indemnify, and hold
                    harmless SBC-13STATE from any claim, demand or suit that
                    asserts any infringement or invasion of privacy or
                    confidentiality of any person or persons caused or claimed
                    to be caused, directly, or indirectly, by SBC-13STATE
                    employees and equipment associated with provision of the OS
                    Services, including but not limited to suits arising from
                    disclosure of the telephone number, address, or name
                    associated with the telephone called or the telephone used
                    to call Operator Services.

13.       TERM OF APPENDIX

          13.1      This Appendix will continue in force for the length of the
                    Resale Agreement, but no less than twelve (12) months. At
                    the expiration of the term of the Resale Agreement to which
                    this Appendix is attached, or twelve months, which ever
                    occurs later, either Party may terminate this Appendix upon
                    one hundred-twenty (120) calendar days written notice to the
                    other Party.

          13.2      If CLEC terminates this Appendix prior to the expiration of
                    the term of this Appendix, CLEC shall pay SBC-13STATE,
                    within thirty (30) days of the issuance of any bills by
                    SBC-13STATE, all amounts due for actual services provided
                    under this Appendix, plus estimated monthly charges for the
                    unexpired portion of the term. Estimated charges will be
                    based on an average of the actual monthly service provided
                    by SBC-13STATE pursuant to this Appendix prior to its
                    termination.

14.       APPLICABILITY OF OTHER RATES, TERMS AND CONDITIONS

          14.1      Every resale service provided hereunder, shall be subject to
                    all rates, terms and conditions contained in this Agreement
                    which are legitimately related to such resale service.
                    Without limiting the general applicability of the foregoing,
                    the following terms and conditions of the General Terms and
                    Conditions are specifically agreed by the Parties to be
                    legitimately related to, and to be applicable

<PAGE>


to, each resale service provided hereunder: introduction, definitions,
interpretation, construction and severability; description and charges of
service; notice of changes; general responsibilities of the Parties; effective
date, term and termination; fraud by end users; deposits; billing and payment of
charges; nonpayment and procedures for disconnection; services; additional terms
applicable to resale of services; ancillary services; network and service order
conditions; dispute resolution; audits; responsibilities of SWBT; disclaimer of
representations and warranties; limitation of liability; responsibilities of
CLEC; indemnification; remedies; intellectual property; notices; publicity and
use of trademarks or service marks; no license; confidentiality; intervening
law; governing law; regulatory approval; changes in End User local exchange
service provider selection; compliance and certification; law enforcement; no
third party beneficiaries; disclaimer of agency; relationship of the
Parties/independent contractor; subcontracting; delegation to affiliate;
assignment; force majeure; taxes; nonwaiver; customer inquiries; expenses;
conflicts of interest; survival; appendices incorporated by reference;
authority; counterparts; amendments and modifications; and entire agreement.

<PAGE>


                              APPENDIX OSS-RESALE

<PAGE>


<TABLE>
<CAPTION>

                               TABLE OF CONTENTS

<S>                                                                                             <C>
1.   INTRODUCTION................................................................................3

2.   DEFINITIONS.................................................................................4

3.   GENERAL CONDITIONS .........................................................................4

4.   PRE-ODERING.................................................................................8

5.   ORDERING/PROVISIONING .....................................................................12

6.   MAINTENANCE/REPAIR.........................................................................18

7.   BILLING....................................................................................19

8.   REMOTE ACCESS FACILITY.....................................................................20

9.   OPERATIONAL READINESS TEST (ORT) FOR ORDERING/PROVISIONING

     AND REPAIR/MAINTENANCE INTERFACES..........................................................21

10.  MISCELLANEOUS CHARGES......................................................................22

11.  EFFECTIVE DATE, TERM.......................................................................23

12.  APPLICABILITY OF OTHER RATES, TERMS AND CONDITIONS......................................   23
</TABLE>

<PAGE>


                                  APPENDIX OSS
                (ACCESS TO OPERATIONS SUPPORT SYSTEMS FUNCTIONS)

1.        INTRODUCTION

          1.1       This Appendix sets forth terms and conditions for
                    nondiscriminatory access to Operations Support Systems (OSS)
                    "functions" to CLEC for pre-ordering, ordering,
                    provisioning, maintenance/repair, and billing provided by
                    the applicable SBC Communications Inc. (SBC) owned Incumbent
                    Local Exchange Carrier (ILEC) and CLEC.

          1.2       SBC Communications Inc. (SBC) means the holding company
                    which owns the following ILECs: Illinois Bell Telephone
                    Company, Indiana Bell Telephone Company Incorporated,
                    Michigan Bell Telephone Company, Nevada Bell Telephone
                    Company, The Ohio Bell Telephone Company, Pacific Bell
                    Telephone Company, The Southern New England Telephone
                    Company, Southwestern Bell Telephone Company and/or
                    Wisconsin Bell, Inc. d/b/a Ameritech Wisconsin.

          1.3       SBC-13STATE - As used herein, SBC-13STATE means the
                    applicable above listed ILEC(s) doing business in Arkansas,
                    California, Connecticut, Illinois, Indiana, Kansas,
                    Michigan, Missouri, Nevada, Ohio, Oklahoma, Texas, and
                    Wisconsin.

          1.4       SBC-12STATE - As used herein, SBC-12STATE means the
                    applicable above listed ILEC(s) doing business in Arkansas,
                    California, Illinois, Indiana, Kansas, Michigan, Missouri,
                    Nevada, Ohio, Oklahoma, Texas, and Wisconsin.

          1.5       SBC-8STATE - As used herein, SBC-8STATE means an applicable
                    above listed ILEC(s) doing business in Arkansas, California,
                    Connecticut, Kansas, Missouri, Nevada, Oklahoma, and Texas.

          1.6       SBC-7STATE - As used herein, SBC-7STATE means the applicable
                    above listed ILEC(s) doing business in Arkansas, California,
                    Kansas, Missouri, Nevada, Oklahoma, and Texas.

          1.7       SBC-SWBT As used herein, SBC-SWBT means the applicable above
                    listed ILEC(s) doing business in Arkansas, Kansas, Missouri,
                    Oklahoma, and Texas.

          1.8       SBC-AMERITECH - As used herein, SBC-AMERITECH means the
                    applicable above listed ILEC(s) doing business in Illinois,
                    Indiana, Michigan, Ohio, and Wisconsin.

          1.9       PACIFIC -As used herein, PACIFIC means the applicable above
                    listed ILEC doing business in California.

<PAGE>

          1.10      NEVADA - As used herein, NEVADA means the applicable above
                    listed ILEC doing business in Nevada.

          1.11      SNET - As used herein, SNET means the applicable above
                    listed ILEC doing business in Connecticut.

          1.12      SBC-13STATE has established performance measurements to
                    illustrate nondiscriminatory access. These measurements are
                    represented in Appendix Performance Measurements.

2.        DEFINITIONS

          2.1       "LSC" means (i) the Local Service Center (LSC) for SWBT,
                    PACIFIC, and NEVADA; (ii) Local Exchange Carrier Center
                    (LECC) for SNET; and (iii) Information Industry Service
                    Center (IISC) for SBC-AMERITECH.

          2.2       "LOC" means (i) the Local Operations Center (LOC) for SWBT,
                    PACIFIC, NEVADA, and SNET; and (ii) the Customer Response
                    Unit (CRU) for SBC-AMERITECH.

3.        GENERAL CONDITIONS

          3.1       Resale functions will be accessible via electronic
                    interface(s), as described herein, where such functions are
                    available. The Parties agree that electronic order
                    processing is more efficient than manual order processing.
                    During implementation the Parties will negotiate a threshold
                    volume of orders after which electronic ordering is
                    required. Once CLEC is submitting more than the agreed to
                    threshold amount, but not later than twelve (12) months from
                    the Effective Date of this Agreement, CLEC will no longer
                    submit orders manually (and SBC-13 STATE shall not be
                    required to accept and process orders manually) except when
                    the electronic order processing is unavailable for a
                    substantial period of time, or where a given order cannot be
                    processed electronically.

          3.2       PROPER USE OF OSS INTERFACES:

                    3.2.1     For SBC-7STATE, CLEC agrees to utilize SBC-7STATE
                              electronic interfaces, as described herein, only
                              for the purposes of establishing and maintaining
                              Resale Services through SBC-7STATE. In addition,
                              CLEC agrees that such use will comply with the
                              summary of SBC-7STATE's Operating Practice No.
                              113, Protection of Electronic Information, titled
                              "Competitive Local Exchange Carrier Security
                              Policies and Guidelines". Failure to comply with
                              such security guidelines may result in forfeiture
                              of electronic access to OSS functionality. In
                              addition, CLEC shall be responsible for and
                              indemnifies SBC-7STATE against any cost, expense

<PAGE>

                              or liability relating to any unauthorized entry or
                              access into, or use or manipulation of
                              SBC-7STATE's OSS from CLEC systems, workstations
                              or terminals or by CLEC employees or agents or any
                              third party gaining access through information
                              and/or facilities obtained from or utilized by
                              CLEC and shall pay SBC-7STATE for any and all
                              damages caused by such unauthorized entry.

                    3.2.2     For SNET region, CLEC agrees to access and utilize
                              SNET's Enhanced Services Access Platform, (ESAP),
                              only for the purposes described herein. CLEC
                              agrees that its access and use of ESAP shall, at
                              all times, comport with SNET's "Wholesale CIWin
                              User Guide", "EF User Guide", "ESAP Installation
                              Guide", "ESAP Help Desk Guide", "CLEC Mechanized
                              Interface Specification", and any other guide
                              describing the interface or interface requirements
                              that SNET may, from time to time, provide CLEC
                              (collectively, the "Guides"). Failure materially
                              to adhere to any material provision of such Guides
                              may result, among other things, in forfeiture of
                              electronic access to SNET's OSS functionality via
                              ESAP upon notice. In addition, CLEC shall be
                              responsible for and indemnifies SNET against any
                              cost, expense or liability relating to any
                              unauthorized entry or access into, or use or
                              manipulation of SNET's OSS or ESAP from CLEC
                              complimentary systems, workstations or terminals
                              or by CLEC employees or agents any third party
                              gaining access through information and/or
                              facilities obtained from or utilized by CLEC and
                              shall pay SNET for any and all damages caused by
                              such unauthorized entry.

          3.3       Within SBC-7STATE regions, CLEC's access to pre-order
                    functions described in 4.2.2 and 4.3.2 will only be utilized
                    to view Customer Proprietary Network Information (CPNI) of
                    another carrier's End User where CLEC has obtained an
                    authorization for release of CPNI from the End User and has
                    obtained an authorization to become the End User's Local
                    Service Provider. Within SNET, and SBC-AMERITECH regions,
                    CLEC's access to pre-order functions described in 4.2.2 and
                    4.3.2 will only be utilized to view Customer Proprietary
                    Network Information (CPNI) of the applicable ILEC's or
                    requesting CLEC's End User account where CLEC has obtained
                    an authorization for release of CPNI from the End User and
                    has obtained an authorization to become the End User's Local
                    Service Provider. The authorization for release of CPNI must
                    substantially reflect the following:

                    3.3.1     Within SBC-7STATE regions, "This written consent
                              serves as instruction to all holders of my local
                              exchange telecommunications Customer Proprietary
                              Network Information (CPNI) and account
                              identification information to provide such
                              information to the undersigned CLEC. Specifically,
                              I authorize disclosure of my account billing name,
                              billing address, and directory listing
                              information, and CPNI, including, service

<PAGE>

                              address, service and feature subscription, long
                              distance carrier identity, and pending service
                              order activity. I have authorized, CLEC to become
                              my local service provider. This Authorization
                              remains in effect until such time that I revoke it
                              directly or appoint another individual/company
                              with such capacity or undersigned receives notice
                              to disconnect my local exchange service or notice
                              that a service disconnect has been performed. At
                              and from such time, this Authorization is null and
                              void."

          3.3.2     Within SNET region, "This written consent serves as
                    instruction to all holders of any local exchange
                    telecommunications Customer Proprietary Network Information
                    ("CPNI") and account identification information to provide
                    such information to [Name of CLEC]. Specifically, I
                    authorize disclosure of any account billing name, billing
                    address, and directory listing information, and CPNI,
                    including, service address, service and feature subscription
                    and long distance carrier identity. This Authorization
                    remains in effect until such time as I [Name of Customer]
                    revoke(s) it directly or appoint(s) another
                    individual/company with such capacity or [Name of CLEC]
                    receives notice to disconnect my local exchange service or
                    notice that a service disconnect has been performed. At and
                    from such time, this Authorization is null and void."

          3.3.3     In SBC-13STATE regions, the CLEC may choose to use THIS CPNI
                    language (in Section 3.3.3) in lieu of using the CPNI
                    language in sections 3.3.1 or 3.3.2 above (depending on
                    region). CLEC must have documented authorization for change
                    in local exchange service and release of CPNI that adheres
                    to all requirements of state and federal law, as applicable.

                    3.3.3.1   This section applies to PACIFIC ONLY for those
                              CLECs who opted to use CPNI language in Section
                              3.3.3. For residence End Users, prior to accessing
                              such information, CLEC shall, on its own behalf
                              and on behalf of PACIFIC, comply with all
                              applicable requirements of Section 2891 of the
                              California Public Utilities Code and 47 USC 222
                              (and implementing FCC decisions thereunder), and,
                              where accessing such information via an electronic
                              interface, CLEC shall have obtained an
                              authorization to become the End User's local
                              service provider. Accessing such information by
                              CLEC shall constitute certification that CLEC is
                              in compliance with applicable requirements of
                              Section 2891 and Section 222 (and implementing FCC
                              decisions thereunder) and has complied with the
                              prior sentence. CLEC shall receive and retain such
                              information in conformance with the requirements
                              of 47 USC 222 (and implementing FCC decisions
                              thereunder). CLEC agrees to indemnify, defend and
                              hold harmless PACIFIC against

<PAGE>

                              any claim made by a residence End User or
                              governmental entity against PACIFIC or CLEC under
                              Section 2891 or Section 222 (and implementing FCC
                              decisions thereunder) or for any breach by CLEC of
                              this section.

          3.3.4     Throughout SBC-13STATE region, CLEC is solely responsible
                    for determining whether proper authorization has been
                    obtained and holds SBC-13STATE harmless from any loss on
                    account of CLEC's failure to obtain proper CPNI consent from
                    an End User.

3.4       By utilizing electronic interfaces to access OSS functions, CLEC
          agrees to perform accurate and correct ordering as it relates to the
          application of Resale rates and charges, subject to the terms of this
          Agreement and applicable tariffs dependent on region of operation.
          CLEC is also responsible for all actions of its employees using any of
          SBC-13STATE's OSS systems. As such, CLEC agrees to accept and pay all
          reasonable costs or expenses, including labor costs, incurred by
          SBC-13STATE caused by any and all inaccurate ordering or usage of the
          OSS, if such costs are not already recovered through other charges
          assessed by SBC-13STATE to CLEC. In addition, CLEC agrees to indemnify
          and hold SBC-13STATE harmless against any claim made by an End User of
          CLEC or other third parties against SBC-13STATE caused by or related
          to CLEC's use of any SBC-13STATE OSS. In addition, SBC-13STATE retains
          the right to audit all activities by CLEC using any SBC-13STATE OSS.
          All such information obtained through an audit shall be deemed
          proprietary and shall be covered by the Parties Non-Disclosure
          Agreement signed prior to or in conjunction with the execution of this
          Agreement.

          3.5       In areas where Resale Service order functions are not
                    available via an electronic interface for the pre-order,
                    ordering and provisioning processes, SBC-13STATE and CLEC
                    will use manual processes. Should SBC develop electronic
                    interfaces for these functions for itself, SBC will make
                    electronic access available to CLEC within the specific
                    operating region.

          3.6       The Information Services (I.S.) Call Center for the
                    SBC-8STATE region, and the Resource Center for the
                    SBC-AMERITECH region provides for technical support function
                    of electronic OSS interfaces. CLEC will also provide a
                    single point of contact for technical issues related to the
                    CLEC's electronic interfaces.

          3.7       SBC-13STATE and CLEC will establish interface contingency
                    plans and disaster recovery plans for the pre-order,
                    ordering and provisioning of Resale services.

          3.8       The Parties will follow the final adopted guidelines of
                    Change Management, as may be modified from time to time in
                    accordance with the Change Management principles.

<PAGE>

          3.9       SBC-13STATE will and CLEC may participate in the Order and
                    Billing Forum (OBF) and the Telecommunications Industry
                    Forum (TCIF) to establish and conform to uniform industry
                    guidelines for electronic interfaces for pre-order,
                    ordering, and provisioning. Neither Party waives its rights
                    as participants in such forums or in the implementation of
                    the guidelines. To achieve system functionality as quickly
                    as possible, the Parties acknowledge that SBC-13STATE may
                    deploy interfaces with requirements developed in advance of
                    industry guidelines. Thus, subsequent modifications may be
                    necessary to comply with emerging guidelines. CLEC and
                    SBC-13STATE are individually responsible for evaluating the
                    risk of developing their respective systems in advance of
                    guidelines and agree to support their own system
                    modifications to comply with new requirements. In addition,
                    SBC-13STATE has the right to define Local Service Request
                    (LSR) Usage requirements according to the General Section
                    1.0, paragraph 1.4 of the practices in the OBF Local Service
                    Ordering Guidelines (LSOG), which states: "Options described
                    in this practice may not be applicable to individual
                    providers tariffs; therefore, use of either the field or
                    valid entries within the field is based on the providers
                    tariffs/practices."

          3.10      Due to enhancements and on-going development of access to
                    SBC-13STATE's OSS functions, certain interfaces described in
                    this Appendix may be modified, temporarily unavailable or
                    may be phased out after execution of this Appendix.
                    SBC-13STATE shall provide proper notice of interface
                    phase-out as required by the Change Management process.

          3.11      CLEC is responsible for obtaining operating system software
                    and hardware to access SBC-13STATE OSS functions as
                    specified in: "Requirements for Access to Southwestern Bell
                    OSS Functions" and "Requirements for Access to Pacific Bell
                    OSS Functions" and "SNET W-CIWin Installation Guide" and
                    "Ameritech Electronic Service Order Guide", or any other
                    documents or interface requirements subsequently generated
                    by SBC-13STATE for any of its regions.

4.        PRE-ORDERING

          4.1       SBC-13STATE will provide real time access to pre-order
                    functions to support CLEC ordering of Resale services. The
                    Parties acknowledge that ordering requirements necessitate
                    the use of current, real time pre-order information to
                    accurately build service orders. The following lists
                    represent pre-order functions that are available to CLEC so
                    that CLEC order requests may be created to comply with
                    SBC-13STATE region-specific ordering requirements.

<PAGE>

4.2       PRE-ORDERING FUNCTIONS FOR RESALE SERVICES INCLUDE:

          4.2.1     For SBC-7STATE, features and services available at a valid
                    service address (as applicable) or, for SNET, features will
                    be available based on NPA-NXX;

          4.2.2     Access to SBC-13STATE retail or resold CPNI and account
                    information for pre-ordering will include: billing name,
                    service address, billing address, service and feature
                    subscription, directory listing information, long distance
                    carrier identity, and for SBC-12STATE only, pending service
                    order activity. CLEC agrees that CLEC's representatives will
                    not access the information specified in this subsection
                    until after the End User requests that his or her Local
                    Service Provider be changed to CLEC, and an End User
                    authorization for release of CPNI complies with conditions
                    as described in section 3.2 of this Appendix.

          4.2.3     A telephone number (if the End User does not have one
                    assigned) with the End User on-line;

          4.2.4     Service availability dates to the End User (where
                    available);

          4.2.5     Information regarding whether dispatch is required;

          4.2.6     For SBC-12STATE, Primary Interexchange Carrier (PIC) options
                    for intraLATA toll and interLATA toll; and

          4.2.7     Service address verification.

4.3       ELECTRONIC ACCESS TO PRE-ORDER FUNCTIONS:

          4.3.1     SBC-SWBT RESALE SERVICES PRE-ORDER SYSTEM AVAILABILITY:
                    SBC-SWBT will provide CLEC access to one or more of the
                    following systems:

                    4.3.1.1   Residential Easy Access Sales Environment
                              (R-EASE): R-EASE is an ordering entry system
                              through which SBC-SWBT provides CLEC access to the
                              functions of pre-ordering to order SBC-SWBT
                              residential Resale services.

                    4.3.1.2   Business Easy Access Sales Environment (B-EASE):
                              B-EASE is an ordering entry system through which
                              SBC-SWBT provides CLEC access to the functions of
                              pre-ordering to order SBC-SWBT business Resale
                              services.

<PAGE>


          4.3.2     PACIFIC AND NEVADA RESALE SERVICES PRE-ORDER SYSTEM
                    AVAILABILITY: PACIFIC will provide CLEC access to the
                    following system:

                    4.3.2.1   Service Order Retrieval and Distribution (SORD) is
                              available for the pre-order function of viewing
                              the CPNI, when SORD is used to order PACIFIC
                              Resale service.

                    4.3.2.2   StarWriter is available for the pre-ordering
                              functions listed in section 4.2 when StarWriter is
                              used to order PACIFIC single line, basic exchange,
                              residential Resale services.

          4.3.3     SNET RESALE SERVICE PRE-ORDER SYSTEM AVAILABILITY:

                    SNET will provide CLEC access to the following
                    applications through its proprietary W-CIWin interface.

                    4.3.3.1   W-SNAP is an order entry application through which
                              SNET provides CLEC access to pre-ordering
                              functionality embedded in the ordering tool.

                    4.3.3.2   CCTOOLS is a toolbar that provides icons for
                              accessing pre-order GUI applications.

                    4.3.3.3   Electronic Forms (EF) is an automated workflow
                              process for obtaining pre-order information for
                              specific complex resale products.

          4.3.4     SNET RESALE SERVICES PRE-ORDER SYSTEM AVAILABILITY:

                    SNET will provide CLEC access to its MSAP:

                    4.3.4.1   MSAP is an Electronic Data Interchange (EDI) based
                              interface which provides access to pre-order
                              functions.

          4.3.5     SBC-AMERITECH RESALE SERVICES PRE-ORDER SYSTEM AVAILABILITY:
                    SBC-AMERITECH will provide CLEC access to the following
                    system:

                    4.3.5.1   TCNet and EDI are available for the pre-ordering
                              functions listed in section 4.2.

          4.3.6     RESALE PRE-ORDER SYSTEM AVAILABILITY: SBC-7STATE will
                    provide CLEC access to the following systems (except as
                    noted in section 4.3.6.3):

                    4.3.6.1   DataGate is a transaction-based data query system
                              through which SBC-7STATE provides CLEC access to
                              pre-ordering functions.

<PAGE>


                              This gateway shall be a Transmission Control
                              Protocol/Internet Protocol (TCP/IP) gateway and
                              will, once CLEC has developed its own interface,
                              allow CLEC to access the pre-order functions for
                              Resale services. An industry standard EDI/CORBA
                              Pre-ordering Gateway is also provided by
                              SBC-7STATE. This pre-ordering gateway supports
                              two structural protocols, EDI and CORBA, as
                              recommended by the technical industry committees.
                              EDI/CORBA, like DataGate, is an
                              application-to-application interface that can be
                              integrated with the CLEC's own negotiation system
                              and that supports both Resale services. Where
                              DataGate follows industry guidelines, but is based
                              on SBC-7STATE's proprietary pre-ordering
                              functionality, EDI/CORBA is an industry-wide
                              standard pre-ordering interface.

                    4.3.6.2   Verigate is a CLEC interface developed by
                              SBC-7STATE that provides access to the
                              pre-ordering functions for Resale Services.
                              Verigate is accessible via Toolbar.

                    4.3.6.3   CESAR is a PACIFIC and NEVADA system which is
                              available on an interim basis provides pre-order
                              functions for Resale service, with the exception
                              of viewing CPNI. The pre-order functionality of
                              CESAR will be replaced by Verigate.

4.4       OTHER PRE-ORDER FUNCTION AVAILABILITY:

          4.4.1     Where pre-ordering functions are not available
                    electronically, CLEC will manually request this information
                    from the LSC, dependent on operating region, for inclusion
                    on the service order request.

          4.4.2     Upon request, but not more frequently than once a month,
                    SBC-SWBT will provide CLEC certain pre-order information in
                    batch transmission for the purposes of back-up data for
                    periods of system unavailability. Specifically for SBC-SWBT
                    and SBC-AMERITECH, the following database information may be
                    electronically provided: Street Address Guide (SAG) Guide,
                    Service and Feature Availability by NXX, and a PIC list, to
                    support address verification, service and feature
                    availability and PIC availability, respectively.
                    Specifically for PACIFIC, the following database information
                    may be electronically provided: Street Address Guide (SAG)
                    Guide (with planned availability no later than June 1st,
                    2000), and a PIC list, to support address verification,
                    service and feature availability and PIC availability,
                    respectively. The Parties recognize such information must be
                    used to construct order requests only in exception handling
                    situations.

<PAGE>


5.        ORDERING/PROVISIONING

          5.1       SBC-13STATE provides access to ordering functions (as
                    measured from the time SBC-13STATE receives accurate service
                    requests from the interface) to support CLEC provisioning of
                    Resale services via one or more electronic interfaces. To
                    order Resale services, CLEC will format the service request
                    to identify what features, services, or elements it wishes
                    SBC-13STATE to provision in accordance with applicable
                    SBC-13STATE ordering requirements. SBC-13STATE will provide
                    CLEC access to one or more of the following systems or
                    interfaces:

          5.2       RESALE SERVICE ORDER REQUEST SYSTEM AVAILABILITY:

                    5.2.1     In SBC-SWBT:

                              5.2.1.1   R-EASE is available for the ordering of
                                        residential Resale services.

                              5.2.1.2   B-EASE is available for the ordering of
                                        business Resale services.

                              5.2.1.3   SORD interface provides CLECs with the
                                        ability to create certain complex Resale
                                        orders that cannot be ordered through
                                        Easy Access Sales Environment (EASE),
                                        Electronic Data Interchange (EDI) or
                                        Local Exchange (LEX). In addition, the
                                        SORD interface supports the modification
                                        of service orders submitted
                                        electronically by CLEC. The Parties
                                        agree that the following conditions are
                                        applicable to electronically generated
                                        service orders with errors corrected via
                                        SORD: If CLEC elects to correct service
                                        order errors via SORD, CLEC will be
                                        responsible for correcting all errors
                                        occurring prior to completion on any
                                        orders submitted electronically by CLEC.
                                        If CLEC chooses to use SORD to issue
                                        orders, then CLEC becomes responsible
                                        for correction of all service order
                                        errors between order application and
                                        order completion that occur on
                                        mechanically generated service orders
                                        created or modified by CLEC. CLEC may
                                        need to call the LSC to obtain
                                        additional information. CLEC may also
                                        choose to clear service order errors,
                                        even though CLEC is not initiating
                                        service orders via SORD. CLEC would then
                                        become responsible for correction of all
                                        errors, as detailed above.

                    5.2.2     In NEVADA only:

                              5.2.2.1   Pacific Bell Service Manager (PBSM) is
                                        available for ordering Centrex and ISDN
                                        Resale services.

<PAGE>

                              5.2.2.2   When available, SORD system will support
                                        the ordering of all Resale Services. If
                                        CLEC chooses to use SORD to issue
                                        orders, then CLEC becomes responsible
                                        for correction of all service order
                                        errors between order application and
                                        order completion that occur on
                                        mechanically generated service orders
                                        created or modified by CLEC. CLEC may
                                        need to call the LSC to obtain
                                        additional information. CLEC may also
                                        choose to clear service order errors,
                                        even though CLEC is not initiating
                                        service orders via SORD. CLEC would then
                                        become responsible for correction of all
                                        errors, as detailed above.

                    5.2.3     In PACIFIC only:

                              5.2.3.1   StarWriter supports the ordering of
                                        single line, basic exchange, and
                                        residential Resale services.

                              5.2.3.2   Pacific Bell Service Manager (PBSM) is
                                        available for ordering Centrex and ISDN
                                        Resale services.

                              5.2.3.3   SORD system supports the ordering of all
                                        Resale Services. If CLEC chooses to use
                                        SORD to issue orders, then CLEC becomes
                                        responsible for correction of all
                                        service order errors between order
                                        application and order completion that
                                        occur on mechanically generated service
                                        orders created or modified by CLEC. CLEC
                                        may need to call the LSC to obtain
                                        additional information. CLEC may also
                                        choose to clear service order errors,
                                        even though CLEC is not initiating
                                        service orders via SORD. CLEC would then
                                        become responsible for correction of all
                                        errors, as detailed above.

                    5.2.3     In SNET, Resale ordering is supported by W-CIWin
                              (SNET'S proprietary GUI interface).

                              5.2.3.1   W-SNAP is made available for the
                                        ordering of non-complex Resale products
                                        and services.

                              5.2.3.2   Order Negotiation (as part of CCTOOLS)
                                        is made available for the ordering of
                                        complex Resale products and services.

                              5.2.3.3   Electronic Forms (EF) is an automated
                                        workflow process for ordering of
                                        specific complex Resale products and
                                        services.

<PAGE>

          5.3       RESALE SERVICE ORDER REQUEST ORDERING SYSTEM AVAILABILITY:

                    5.3.1     SBC-13STATE makes available to CLEC an Electronic
                              Data Interchange (EDI) interface for transmission
                              OF SBC-13STATE ordering requirements via formats
                              provided on the Local Service Request (LSR) as
                              defined by the OBF and via EDI mapping as defined
                              by TCIF. In ordering and provisioning Resale,
                              CLEC and SBC-13STATE will utilize industry
                              guidelines developed by OBF and TCIF EDI to
                              transmit data based upon SBC-13STATE's Resale
                              ordering requirements, dependent on operating
                              region. In addition, Local Number Portability
                              (LNP) and, where applicable, Interim Number
                              Portability (INP), will be ordered consistent with
                              the OBF LSR and EDI process.

                    5.3.2     For SBC-SWBT and PACIFIC regions, and NEVADA (when
                              available), the SORD interface supports the
                              modification of service orders submitted
                              electronically by CLEC. The Parties agree that the
                              following conditions are applicable to
                              electronically generated service orders with
                              errors corrected via SORD: If CLEC chooses to use
                              SORD to issue orders, then CLEC becomes
                              responsible for correction of all service order
                              errors between order application and order
                              completion that occur on mechanically generated
                              service orders created or modified by CLEC. CLEC
                              may need to call the LSC to obtain additional
                              information. CLEC may also choose to clear service
                              order errors, even though CLEC is not initiating
                              service orders via SORD. CLEC would then become
                              responsible for correction of all errors, as
                              detailed above. CLEC assumes all responsibility
                              for End User out of service conditions which
                              result from disconnect and new connect orders
                              submitted and worked out of sequence.

                    5.3.4     For SBC-SWBT and PACIFIC, LEX is an End User
                              interface that provides access to the ordering
                              functions for Resale Services.

                    5.3.5     In SNET, MSAP (SNET's, EDI-based industry standard
                              app-to-app interface) is available for the
                              ordering of both complex and non-complex Resale
                              Services.

          5.4       PROVISIONING FOR RESALE SERVICES IN SBC-SWBT: SBC-SWBT will
                    provision Resale services as detailed in CLEC order
                    requests. Access to status on such orders will be provided
                    via the following electronic interfaces:

                    5.4.1     Order Status will allow CLEC to check service
                              order status. Order Status and Provisioning Order
                              Status are both accessible via SBC-SWBT Toolbar.
                              In addition, pending orders can be viewed in SORD.

<PAGE>

          5.4.2     For EDI ordering, SBC-SWBT will provide, and CLEC shall use,
                    an EDI interface for transferring and receiving orders, Firm
                    Order Confirmation (FOC), service completion, and, as
                    available, other provisioning data and information.
                    SBC-SWBT will provide CLEC with a FOC for each Resale
                    service request. The FOC will include: purchase order
                    number, telephone number, LSR number, due date, service
                    order number, and completion date. Upon work completion,
                    SBC-SWBT will provide CLEC with an 855 EDI
                    transaction-based order completion that states when that
                    order was completed. CLEC may submit supplement requests
                    via the 860 EDI transaction, and, where available,
                    SBC-SWBT will provide CLEC an 865 EDI transaction-based
                    completion notice.

          5.4.3     The Parties agree that the following timelines are
                    applicable to electronically generated service orders with
                    errors corrected via SORD:

                    5.4.3.1   Errors occurring between application and
                              distribution must be corrected within five (5)
                              hours for a simple order and within twenty four
                              (24) hours for a complex order;

                    5.4.3.2   Error Service Order Image (ESOI) errors must be
                              corrected within three (3) business hours.

                    5.4.3.3   Service orders will be excluded from calculation
                              of the results for all related performance
                              measurements, described in Appendix Performance
                              Measurements, if CLEC fails to correct service
                              order errors within the timeframes specified in
                              this Section 5.4.3.

                    5.4.3.4   Additionally, service orders with errors that
                              occur after order generation, but prior to
                              distribution will not qualify for a SBC-SWBT
                              issued FOC.

                    5.4.3.5   The Parties agree that the following conditions
                              are applicable to electronically generated service
                              orders with errors corrected via SORD: If CLEC
                              chooses to use SORD to issue orders, then CLEC
                              becomes responsible for correction of all service
                              order errors between order application and order
                              completion, that occur on mechanically generated
                              service orders created or modified by CLEC. CLEC
                              may need to call LSC to obtain additional
                              information. CLEC may also choose to clear service
                              order errors, even though CLEC is not initiating
                              service orders via SORD. CLEC would then become
                              responsible for correction of all errors, as
                              detailed above.

<PAGE>

          5.4.4     A file transmission may be provided to confirm order
                    completions for R-EASE or B-EASE order processing. This file
                    will provide service order information of all distributed
                    and completed orders for CLEC.

          5.4.5     The Parties agree that the following timelines are
                    applicable to electronically generated service orders with
                    errors corrected via SORD:

                    5.4.5.1   Errors occurring between application and
                              distribution must be corrected prior to releasing
                              the order from EASE;

                    5.4.5.2   Error Service Order Image (ESOI) errors must be
                              corrected within three (3) business hours

                    5.4.5.3   Service orders will be excluded from calculation
                              of the results for the related performance
                              measurements, described in Appendix Performance
                              Measurements, if CLEC fails to correct service
                              order errors within the timeframes specified in
                              this Section 5.4.5.

                    5.4.5.4   Service orders with errors that occur after order
                              generation, but prior to distribution, will not
                              qualify for a SBC-SWBT issued FOC.

                    5.4.5.5   The Parties agree that the following conditions
                              are applicable to electronically generated service
                              orders with errors corrected via SORD: If CLEC
                              chooses to use SORD to issue certain service
                              orders, then CLEC is responsible for correction of
                              all service order errors between order application
                              and order completion that occur on mechanically
                              generated service orders created or modified by
                              CLEC. CLEC may need to call LSC to obtain
                              additional information. CLEC may also choose to
                              clear service order errors, even though CLEC is
                              not initiating service orders via SORD. CLEC would
                              then become responsible for correction of all
                              errors, as detailed above.

5.4       Provisioning for Resale services in PACIFIC and NEVADA: PACIFIC and
          NEVADA will provision Resale services as detailed in CLEC order
          requests. Access to status on such orders is provided via the
          following electronic interfaces:

          5.5.1     Pacific Bell Order Dispatch (PBOD) functions via DataGate
                    allows CLEC to check status of basic exchange service orders
                    that require field work. PACIFIC also offers Provisioning
                    order status to check the status of service orders.

<PAGE>

          5.5.2     For EDI ordering, PACIFIC shall provide CLEC, and CLEC shall
                    use, an EDI interface for transferring and receiving orders,
                    Firm Order Confirmation (FOC), service completion, and, as
                    available, other provisioning data and information. PACIFIC
                    will provide CLEC with a FOC for each Resale service. The
                    FOC will include: purchase order number, telephone number,
                    LSR number, due date, service order number, and completion
                    date. Upon work completion, PACIFIC will provide CLEC with
                    an 855 EDI transaction-based order completion that states
                    when that order was completed. CLEC may submit supplement
                    requests via the 860 EDI transaction, and, where available,
                    PACIFIC will provide CLEC an 865 EDI transaction-based
                    completion notice.

          5.5.3     The Parties agree that the following timelines are
                    applicable to electronically generated service orders with
                    errors corrected via SORD:

                    5.5.3.1   Errors occurring between application and
                              distribution must be corrected within five (5)
                              hours for a simple order and within twenty four
                              (24) hours for a complex order;

                    5.5.3.2   Error Service Order Image (ESOI) errors must be
                              corrected within three (3) business hours.

                    5.5.3.3   Service orders will be excluded from calculation
                              of the results for all related performance
                              measurements, described in Appendix Performance
                              Measurements, if CLEC fails to correct service
                              order errors within the timeframes specified in
                              this Section 5.5.3.

                    5.5.3.4   Service orders with errors that occur after order
                              generation, but prior to distribution will not
                              qualify for a PACIFIC issued FOC.

                    5.5.3.5   The Parties agree that the following conditions
                              are applicable to electronically generated service
                              orders with errors corrected via SORD: If CLEC
                              chooses to use SORD to issue orders, then CLEC
                              becomes responsible for correction of all service
                              order errors between order application and order
                              completion that occur on mechanically generated
                              service orders created or modified by CLEC. CLEC
                              may need to call LSC to obtain additional
                              information. CLEC may also choose to clear service
                              order errors, even though CLEC is not initiating
                              service orders via SORD. CLEC would then become
                              responsible for correction of all errors, as
                              detailed above.

          5.6       PROVISIONING FOR RESALE SERVICES IN SBC-AMERITECH AND SNET:
                    SBC-AMERITECH and SNET will provision Resale services as
                    detailed in CLEC

<PAGE>

                    order requests. Access to status on such orders will be
                    provided via the following electronic interfaces:

                    5.6.1     For EDI ordering, SBC-AMERITECH and SNET provide
                              CLEC, and CLEC shall use, an EDI interface for
                              transferring and receiving orders, FOC, Service
                              Order Completion (SOC), and, as available, other
                              provisioning data and information. SBC-AMERITECH
                              and SNET will provide CLEC with a FOC for each
                              Resale service. The FOC will include purchase
                              order number, telephone number, LSR number, due
                              date, and service order number. Upon work
                              completion, SBC-AMERITECH and SNET will provide
                              CLEC with an 855 EDI transaction-based Service
                              Order Completion (SOC) that states when that order
                              was completed. CLEC may submit supplement requests
                              via the 860 EDI transaction, and, where available,
                              SBC-AMERITECH and SNET will provide CLEC an 865
                              EDI transaction-based completion notice.

6.        MAINTENANCE/REPAIR

          6.1       Two real time electronic interfaces are accessible in each
                    region to place, and check the status of, trouble reports
                    for both Resale services. Upon request, CLEC may access
                    these functions via the following methods:

                    6.1.1     In SBC-SWBT, Trouble Administration (TA) system
                              access provides CLEC with SBC-SWBT software that
                              allows CLEC to submit trouble reports and
                              subsequently check status on trouble reports for
                              CLEC End-Users. TA will provide the ability to
                              review the maintenance history of a converted
                              Resale CLEC account. TA is accessible via SBC-SWBT
                              Toolbar.

                    6.1.2     In PACIFIC and NEVADA, Pacific Bell Service
                              Manager (PBSM) allows CLECs to perform MLT, issue
                              trouble tickets, view status, and view trouble
                              history on-line.

                    6.1.3     In SBC-AMERITECH, Electronic Bonding for Trouble
                              Administration (EBTA-GUI) and Intelligent Customer
                              Advocate System (ICAS) allows CLEC to issue
                              trouble tickets, view status, and view trouble
                              history online.

                    6.1.4     In SNET the maintenance and repair functionality
                              for Resale services is available via the MSAP EDI
                              interface. In addition, for Resale products and
                              services, trouble history and trouble status
                              functions are available via CCTOOLS.

<PAGE>

                    6.1.5     In SBC-12STATE, Electronic Bonding Interface (EBI)
                              is an interface that is available for trouble
                              report submission and status updates. EBI conforms
                              to ANSI guidelines T1:227:1995 and T1.228:1995,
                              Electronic Communications Implementation Committee
                              (ECIC) Trouble Report Format Definition (TFRD)
                              Number 1 as defined in ECIC document
                              ECIC/TRA/95-003, and all guidelines referenced
                              within those documents, as mutually agreed upon
                              by CLEC and SBC-12STATE. Functions currently
                              implemented include Enter Trouble, Request Trouble
                              Report Status, Add Trouble Information, Modify
                              Trouble Report Attributes, Trouble Report
                              Attribute Value Change Notification, and Cancel
                              Trouble Report, as explained in 6 and 9 of ANSI
                              T1.228:1995. CLEC and SBC-12STATE will exchange
                              requests over a mutually agreeable X.25-based
                              network.

7.        BILLING

          7.1       SBC-7STATE will bill CLEC for Resold services. SBC-7STATE
                    will send associated billing information to CLEC as
                    necessary to allow CLEC to perform billing functions. At
                    minimum SBC-7STATE will provide CLEC billing information in
                    a paper format or via magnetic tape, as agreed to between
                    CLEC and SBC-7STATE.

                    7.1.1     For Resale Services in PACIFIC, CLEC may elect to
                              receive Custom Billing Disk/ CD Bill. Custom
                              Billing Disk/ CD Bill provides an electronic bill
                              with the same information as a paper bill along
                              with various reporting options.

                    7.1.2     For Resale Services in SBC-AMERITECH, CLEC may
                              elect to receive its bill on CD.

          7.2       Electronic access to billing information for Resale services
                    will also be available via the following interfaces:

                    7.2.1     In SBC-SWBT, CLEC may receive Bill Plus-TM-, an
                              electronic version of its bill, as described in,
                              and in accordance with, SBC-SWBT's Local Exchange
                              Tariff.

                    7.2.2     In SBC-SWBT, CLEC may also view billing
                              information through the Bill Information
                              interface. Bill Information will be accessible via
                              SBC-SWBT Toolbar.

                    7.2.3     In SBC-7STATE, CLEC may receive a mechanized bill
                              format via the EDI 811 transaction set.

<PAGE>

                    7.2.4     In SBC-12STATE, CLEC may receive electronically a
                              Usage Extract Feed, or in SNET, a Daily Usage Feed
                              (DUF). On a daily basis, this feed provides
                              information on the usage billed to its accounts
                              for Resale services in the industry standardized
                              EMR format.

                    7.2.5     In SBC-7STATE, CLEC may receive Local Disconnect
                              Report records (via CARE records) or, in SNET Loss
                              Notification File (via CARE-like records),
                              electronically, that indicate when CLEC's End
                              Users change their Competitive Local Exchange
                              Carrier. In SBC-AMERITECH this information is
                              provided via the EDI 836 transaction set.

                    7.2.6     In SNET, CLEC may receive a Billing Detail File on
                              cartridge or magnetic tape.

                    7.2.7     In SBC-AMERITECH, CLEC may receive a mechanized
                              bill via the SBC-AMERITECH Electronic Billing
                              System (AEBS) transaction set.

8.        REMOTE ACCESS FACILITY

          8.1       For the SBC-SWBT region, CLEC must access the following
                    OSS interfaces via a CLEC Remote Access Facility (LRAF)
                    located in Dallas, Texas: R-EASE; B-EASE; DataGate;
                    EDI-Ordering; SORD; Electronic Bonding via EDI/SSL or CORBA;
                    and via Toolbar, Trouble Administration, Order Status,
                    Provisioning Order Status, Verigate, LEX, and Bill
                    Information. Connection to the LRAF will be established via
                    a "port" either through dial-up or direct connection as
                    described in Section 8.3. CLEC may utilize a port to access
                    these interfaces to perform the supported functions in any
                    SBC-SWBT state where CLEC has executed an Appendix OSS.

          8.2       In PACIFIC and NEVADA regions, CLEC must access the
                    following OSS interfaces via a CLEC Remote Access Facility
                    (PRAF) located in Fairfield, California: StarWriter;
                    DataGate; EDI-Ordering; SORD; Electronic Bonding via EDI/SSL
                    or CORBA; and via Toolbar Verigate, LEX, Order Status, and
                    Provisioning Order Status. Connection to the PRAF will be
                    established via a "port" either through dial-up or direct
                    connection as described in Section 8.3. CLEC may utilize a
                    port to access these interfaces to perform the supported
                    functions in PACIFIC or NEVADA where CLEC has executed an
                    Appendix OSS and purchases System Access in that state.

          8.3       For SBC-7STATE, CLEC may use three types of access:
                    Switched, Private Line, and Frame Relay. For Private Line
                    and Frame Relay "Direct Connections," CLEC shall provide its
                    own router, circuit, and two Channel Service Units/Data
                    Service Units (CSU/DSU). The demarcation point shall be the
                    router interface at the LRAF and/or PRAF. Switched Access
                    "Dial-up Connections" require CLEC to

<PAGE>

                    provide its own modems and connection to the SBC-SWBT LRAF
                    and the PACIFIC PRAF. CLEC shall pay the cost of the call if
                    Switched Access is used.

          8.4       For SBC-7STATE, CLEC shall use TCP/IP to access SBC-7STATE
                    OSS via the LRAF and the PRAF. In addition, each CLEC shall
                    have one valid Internet Protocol (IP) network address per
                    region. CLEC shall maintain a user-id /password unique to
                    each individual for accessing a SBC-SWBT OSS and PACIFIC OSS
                    on CLEC's behalf. CLEC shall provide estimates regarding its
                    volume of transactions, number of concurrent users, desired
                    number of private line or dial-up (switched) connections,
                    and length of a typical session.

          8.5       For SBC-7STATE, CLEC shall attend and participate in
                    implementation meetings to discuss CLEC LRAF/PRAF access
                    plans in detail and schedule testing of such connections.

          8.6       For SBC-AMERITECH, CLEC may use four types of access: DSO
                    (56KB), DS1 (1.5MB), dedicated and Frame Relay (DSO and
                    DS 1). CLEC shall provide its own router, circuit, and two
                    Channel Service Units/Data Service Units (CSU/DSU). CLEC
                    must use a legal IP address for its end of the connection.

          8.7       For SNET region, CLEC may use a private line connection.
                    The CLEC shall provide and maintain own router and CSU/DSU.

9.        OPERATIONAL READINESS TEST (ORT) FOR ORDERING/PROVISIONING AND REPAIR/
          MAINTENANCE INTERFACES

          9.1       Prior to live access to interface functionality, the Parties
                    must conduct Operational Readiness Testing (ORT), which will
                    allow for the testing of the systems, interfaces, and
                    processes for the OSS functions. ORT will be completed in
                    conformance with agreed upon processes and implementation
                    dates.

          9.2       Prior to live system usage, CLEC must complete user
                    education classes for SBC-13STATE-provided interfaces that
                    affect the SBC-13STATE network. Course descriptions for all
                    available classes by region are posted on the CLEC website
                    in the Customer Education section. CLEC Training schedules
                    by region are also available on the CLEC website and are
                    subject to change, with class lengths varying. Classes are
                    train-the-trainer format to enable CLEC to devise its own
                    course work for its own employees. Charges as specified
                    below will apply for each class:

<PAGE>

<TABLE>
<CAPTION>

==============================================================================================================================
 Training Rates     5 day     4.5 day     4 day     3.5 day     3 day     2.5 day     2 day     1.5 day     1 day     1/2 day
                    class      class      class      class      class      class      class      class      class      class
------------------------------------------------------------------------------------------------------------------------------
<S>                 <C>        <C>        <C>        <C>        <C>        <C>        <C>        <C>        <C>        <C>
1 to 5 students     $4,050     $3,650     $3,240     $2,835     $2,430     $2,025     $1,620     $1,215     $  810     $405
6 students ....     $4,860     $4,380     $3,890     $3,402     $2,915     $2,430     $1,945     $1,455     $  970     $490
7 students ....     $5,670     $5,100     $4,535     $3,969     $3,400     $2,835     $2,270     $1,705     $1,135     $570
8 students ....     $6,480     $5,830     $5,185     $4,536     $3,890     $3,240     $2,590     $1,950     $1,300     $650
9 students ....     $7,290     $6,570     $5,830     $5,103     $4,375     $3,645     $2,915     $2,190     $1,460     $730
10 students ...     $8,100     $7,300     $6,480     $5,670     $4,860     $4,050     $3,240     $2,430     $1,620     $810
11 students ...     $8,910     $8,030     $7,130     $6,237     $5,345     $4,455     $3,565     $2,670     $1,780     $890
12 students ...     $9,720     $8,760     $7,780     $6,804     $5,830     $4,860     $3,890     $2,920     $1,945     $970
==============================================================================================================================
</TABLE>

          9.3       A separate agreement will be required as a commitment to pay
                    for a specific number of CLEC students in each class. CLEC
                    agrees that charges will be billed by SBC-13STATE and CLEC
                    payment is due thirty (30) days following the bill date.
                    CLEC agrees that personnel from other competitive Local
                    Service Providers may be scheduled into any class to fill
                    any seats for which the CLEC has not contracted. Class
                    availability is first-come, first served with priority given
                    to CLECs who have not yet attended the specific class.

          9.4       Class dates will be based upon SBC-13STATE availability and
                    will be coordinated among CLEC, the CLEC's SBC-13STATE
                    Account Manager, and SBC-13STATE Industry Markets CLEC
                    Training Product Management.

          9.5       CLEC agrees to pay the cancellation fee of the full price
                    noted in the separate agreement if CLEC cancels scheduled
                    classes less than two (2) weeks prior to the scheduled start
                    date. CLEC agrees to provide to SBC-13STATE completed
                    registration forms for each student no later than one week
                    prior to the scheduled training class.

          9.6       CLEC agrees that CLEC personnel attending classes are to
                    utilize only training databases and training presented to
                    them in class. Attempts to access any other SBC-13STATE
                    system are strictly prohibited.

          9.7       CLEC further agrees that training material, manuals and
                    instructor guides can be duplicated only for internal use
                    for the purpose of training employees to utilize the
                    capabilities of SBC-13STATE's OSS in accordance with this
                    Appendix and shall be deemed "Proprietary Information" and
                    subject to the terms, conditions and limitations of Section
                    O of the General Terms and Conditions.

10.       MISCELLANEOUS CHARGES

          10.1      For SBC-SWBT region only, CLEC requesting the Bill
                    Plus-TM-, as described in 7.2.1, agrees to pay applicable
                    tariffed rate, less Resale discount.

<PAGE>

          10.2      For SBC-7STATE, CLEC requesting the billing function for
                    Usage Billable Records, as described in 7.2.4 and 75.3.3,
                    agrees to pay established rates pursuant to Appendix
                    Pricing.

          10.3      For SBC-7STATE, CLEC requesting the Local Disconnect Report,
                    as described in 7.2.5 and 7.3.4, agrees to pay established
                    rates pursuant to Appendix Pricing.

          10.4      For SBC-13STATE, should CLEC request custom development of
                    an exclusive interface to support OSS functions, such
                    development will be considered by SBC-13STATE on an
                    Individual Case Basis (ICB) and priced as such.

          10.5      SNET will charge for the Billing Detail File, Daily Usage
                    Feed, and Loss Notification File at rates filed and approved
                    by DPUC.

11.       EFFECTIVE DATE, TERM

          11.1      Whereas CLEC is currently operational under an existing,
                    approved Interconnection Agreement, this Appendix OSS will
                    be effective, pending Commission approval, ten (10) days
                    after it is filed with the state Commission; or,
                    alternatively, this Appendix will be effective upon approval
                    by the state Commission when it is approved as a part of the
                    Interconnection Agreement, whichever is earlier.

12.       APPLICABILITY OF OTHER RATES, TERMS AND CONDITIONS

          12.1      Every resale service provided hereunder, shall be subject to
                    all rates, terms and conditions contained in this Agreement
                    which are legitimately related to such resale service.
                    Without limiting the general applicability of the foregoing,
                    the following terms and conditions of the General Terms and
                    Conditions are specifically agreed by the Parties to be
                    legitimately related to, and to be applicable to, each
                    resale service provided hereunder: introduction,
                    definitions, interpretation, construction and severability;
                    description and charges of service; notice of changes;
                    general responsibilities of the Parties; effective date,
                    term and termination; fraud by end users; deposits; billing
                    and payment of charges; non-payment and procedures for
                    disconnection; services; additional terms applicable to
                    resale of services; ancillary services; network and service
                    order conditions; dispute resolution; audits;
                    responsibilities of SWBT; disclaimer of representations and
                    warranties; limitation of liability; responsibilities of
                    CLEC; indemnification; remedies; intellectual property;
                    notices; publicity and use of trademarks or service marks;
                    no license; confidentiality; intervening law; governing
                    law; regulatory approval; changes in End User local exchange
                    service provider selection; compliance and certification;
                    law enforcement; no third party beneficiaries; disclaimer of
                    agency; relationship of the Parties/independent contractor;
                    subcontracting; delegation to affiliate; assignment; force
                    majeure; taxes; non-

<PAGE>

                    waiver; customer inquiries; expenses; conflicts of interest;
                    survival; appendices incorporated by reference; authority;
                    counterparts; amendments and modifications; and entire
                    agreement.

<PAGE>

                                    APPENDIX
                            PERFORMANCE MEASUREMENTS

                                    (RESALE)


<PAGE>

<TABLE>
<CAPTION>

                               TABLE OF CONTENTS

<S>                                                                                              <C>
1. INTRODUCTION...................................................................................3

2. DEFINITIONS....................................................................................4

3. SPECIFIED PERFORMANCE STANDARDS................................................................4

4. RECORDS AND REPORTS............................................................................5

5. PERFORMANCE MEASUREMENTS.......................................................................5

6. APPLICABILITY OF OTHER RATES, TERMS, AND CONDITION............................................10
</TABLE>

<PAGE>

                        APPENDIX PERFORMANCE MEASUREMENTS

1.        INTRODUCTION

          1.1       This Appendix sets forth the measurements, if met by the
                    applicable SBC Communications Inc. (SBC) owned Incumbent
                    Local Exchange Carrier (ILEC) demonstrate non-discriminatory
                    access to SBC-13STATE's Operations Support Systems (OSS) and
                    cover the five recognized OSS functions (Pre-Ordering,
                    Ordering, Provisioning, Maintenance and Repair, and
                    Billing).

          1.2       SBC Communications Inc. (SBC) means the holding company
                    which owns the following ILECs: Illinois Bell Telephone
                    Company, Indiana Bell Telephone Company, Michigan Bell
                    Telephone Company, Nevada Bell Telephone Company, The Ohio
                    Bell Telephone Company, Pacific Bell Telephone Company, The
                    Southern New England Telephone Company, Southwestern Bell
                    Telephone Company and/or Wisconsin Bell, Inc. d/b/a
                    Ameritech Wisconsin.

          1.3       As used herein, SBC-13STATE means the applicable above
                    listed ILEC doing business in Arkansas, California,
                    Connecticut, Illinois, Indiana, Kansas, Michigan, Missouri,
                    Nevada, Ohio, Oklahoma, Texas, and Wisconsin.

          1.4       As used herein, SBC-SWBT means the applicable above listed
                    ILEC doing business in Arkansas, Kansas, Missouri, Oklahoma,
                    and Texas.

          1.5       As used herein, SBC-AMERITECH means the applicable above
                    listed ILEC doing business in Illinois, Indiana, Michigan,
                    Ohio, and Wisconsin.

          1.6       As used herein, SNET means the applicable above listed ILEC
                    doing business in Connecticut.

          1.7       As used herein, PACIFIC means the applicable above listed
                    ILEC doing business in California.

          1.8       As used herein, NEVADA means the applicable above listed
                    ILEC doing business in Nevada.

          1.9       The performance measurements contained herein,
                    notwithstanding any provisions in any other appendix in this
                    Agreement, are not intended to create, modify or otherwise
                    affect parties' rights and obligations with respect to OSS
                    access. The existence of any particular performance measure,
                    or the language

<PAGE>

                    describing that measure, is not evidence that CLEC is
                    entitled to any particular manner of access, nor is it
                    evidence that SBC-13STATE is limited to providing any
                    particular manner of access. The parties' rights and
                    obligations to such access are defined elsewhere, including
                    the relevant laws, FCC and PUC decisions/regulations,
                    tariffs, and within this interconnection agreement.

2.        DEFINITIONS

          2.1       When used in this Appendix, the following terms will have
                    the meanings indicated:

                    2.1.1     PERFORMANCE CRITERIA

                              2.1.1.1   The target level of SBC-13STATE
                                        performance specified for each
                                        Performance Measurement. Generally, the
                                        Performance Measurements contained in
                                        this Appendix specify performance equal
                                        to that which SBC-13STATE achieves for
                                        itself in providing equivalent end user
                                        service as the Performance Criterion.

                              2.1.1.2   Performance Measurements for which
                                        parity calculations are not possible
                                        have a specified STANDARD as the
                                        Performance Criterion. Compliance is
                                        assessed by comparing the result
                                        obtained by the CLEC with the applicable
                                        standard using an appropriate
                                        statistical test. For certain
                                        Performance Measurements, a specific
                                        quantitative target has been adopted as
                                        the Performance Criterion. The
                                        determination of compliance is through
                                        the comparison of the measured
                                        performance delivered to CLEC and the
                                        applicable benchmark.

                    2.1.2     PERFORMANCE MEASURES

                              2.1.2.1   The set of measures listed in all of
                                        Section 5 of this Appendix.

                    2.1.3     NON-COMPLIANCE

                              2.1.3.1   The failure by SBC-13STATE to meet the
                                        Performance Criteria for any performance
                                        measure identified as an available
                                        measurement type in Section 5.

3.        SPECIFIED PERFORMANCE STANDARDS

          3.1       SBC-13STATE will meet the Performance Criteria contained in
                    this Appendix, except for noncompliance with a performance
                    measurement to the

<PAGE>

                    extent that such noncompliance was the result of actions or
                    events beyond SBC-13STATE's control, including but not
                    limited to the following: (i) a Force Majeure event; (ii) an
                    act or omission by a CLEC that is contrary to any of its
                    obligations under its interconnection agreement with
                    SBC-13STATE or law; (iii) environmental events beyond
                    SBC-13STATE's control even though not considered "Force
                    Majeure"; and (iv) problems associated with third-party
                    systems or equipment which could not be avoided by
                    SBC-13STATE through the exercise of reasonable diligence,
                    regardless of whether or not such third party systems or
                    equipment were sold to or otherwise being provided to
                    SBC-13STATE.

4.        RECORDS AND REPORTS

          4.1       SBC-13STATE will not levy a separate charge for provision of
                    the data to CLEC called for under this Appendix.
                    Notwithstanding other provisions of this Agreement, the
                    Parties agree that such data and associated records will be
                    deemed Proprietary Information.

          4.2       Reports are to be made available to the CLEC by the 20th
                    day following the close of the calendar month. If the
                    20th day falls on a weekend or holiday, the reports will
                    be made available the next business day.

          4.3       CLEC will have access to monthly reports through an
                    interactive Website.

          4.4       UNE measurement categories included on the reports will
                    be zero filled as that data is not applicable to resale
                    services.

5.        PERFORMANCE MEASUREMENTS

          SBC-13STATE will provide the following Performance Measurements, in
          accordance with the Business Rules, under this Agreement:

          5.1       PRE-ORDERING/ORDERING

                    5.1.1     MEASUREMENT: FOC Timeliness
                              BENCHMARKS:
                              *SBC-SWBT/SBC-AMERITECH
                              All Res and Bus - 95%(1)
                              Complex Bus - 94%
                              *PACIFIC/NEVADA
                              Fully electronic flow through - average 20 minutes

-----------------------------------
(1) *Refer to INTERCONNECTION AGREEMENT: General Terms and Conditions
  paragraph 2.10.1.

<PAGE>

                              Electronically received/Manually handled - average
                              6 hours Manually received/Manually handled -
                              average 12 hours
                              SNET
                              90% LESS THAN OR EQUAL TO 24 business hours (MSAP
                              only)

                    5.1.2     MEASUREMENT:
                              Pre-Order Response Time
                              BENCHMARKS:
                              *SBC-SWBT/SBC-AMERITECH
                               Address Verification           4.7 sec
                               Request for Telephone          4.5 sec
                               Number
                               Request for Customer           6.6 sec.
                               Service Record (CSR)
                               Service Availability           6.6 sec.
                               Service Appointment            1.0 sec.
                               Scheduling (Due Date)
                               Dispatch Required              12.6 sec.
                               PIC                            Diagnostic only

                              *PACIFIC/NEVADA
                              Mechanized:
                               Address Verification           4.5 sec
                               Request for Telephone          4.5 sec
                               Number
                               Request for Customer           10.0 sec.
                               Service Record (CSR)
                               Service Availability           8.0 sec.
                               Service Appointment            2.0 sec.
                               Scheduling (Due Date)
                               Dispatch Required              11.0 sec.
                              Manual:
                              CSRs Standard - 95% in 4 hours (2)
                              SNET
                              98% LESS THAN OR EQUAL TO 5 sec. (MSAP only)

                    5.1.3     MEASUREMENT: Percentage of Flow-Through Order
                              BENCHMARKS:
                              *SBC-SWBT/SBC-AMERITECH
                              Diagnostic only
                              *PACIFIC/NEVADA
                              Diagnostic only

----------------------
(2) *Refer to INTERCONNECTION AGREEMENT: General Terms and Conditions paragraph
  2.10.1.

<PAGE>

                              SNET
                              Measure not available

                    5.1.4     MEASUREMENT: OSS Interface Availability
                              BENCHMARKS:
                              *SBC-SWBT/SBC-AMERITECH
                              99.5%
                              *PACIFIC/NEVADA
                              Parity for systems used by both PACIFIC/NEVADA and
                              CLEC. 99.25% for OSS interfaces used exclusively
                              by CLECs.
                              SNET
                              98.9% (MSAP only)

                    5.1.5     MEASUREMENT: Completion Notice Timeliness
                              BENCHMARKS:
                              *SBC-SWBT/SBC-AMERITECH
                              97%
                              *PACIFIC/NEVADA
                              Fully electronic (orders that flow through) (LEX,
                              EDI) - average 20 minutes
                              All other interfaces - 90% within 24 hours
                              SNET
                              98% within LESS THAN OR EQUAL TO 2 hours
                              (Dispatched Service Orders only)

          5.2       PROVISIONING

                    5.2.6     MEASUREMENT: Installation Appointment Commitment
                              BENCHMARKS:
                              *SBC-SWBT/SBC-AMERITECH
                              POTS: (3)
                              Resale POTS parity between Field Work compared to
                              SBC-SWBT Field Work (N, T, C order types) and No
                              Field Work compared to SBC-SWBT Retail No Field
                              Work (N, T, and C order types).
                              Design:
                              Parity with SBC-SWBT retail
                              *PACIFIC/NEVADA
                              POTS:   Parity
                              Design: Parity
                              SNET
                              POTS:               PARITY
                              Digital Specials:   PARITY
                              Analog Specials:    PARITY

------------------------
(3) *Refer to INTERCONNECTION AGREEMENT: General Terms and Conditions paragraph
  2.10.1.

<PAGE>

                    5.2.7     MEASUREMENT:  Installation Trouble Reports
                              BENCHMARKS:
                              *SBC-SWBT/SBC-AMERITECH
                              POTS:
                              Resale POTS parity between Field Work compared to
                              SBC-SWBT Field Work (N, T, C order types) and No
                              Field Work compared to SBC-SWBT Retail No Field
                              Work (N, T, and C order types).
                              Design:
                              Parity with SBC-SWBT retail
                              *PACIFIC/NEVADA
                              POTS:      Parity
                              Design:    Parity
                              SNET
                              POTS:               PARITY
                              Digital Specials:   PARITY
                              Analog Specials:    PARITY

                    5.2.8     MEASUREMENT:  Installation Interval
                              BENCHMARK:
                              *SBC-SWBT/SBC-AMERITECH
                              POTS:
                              Resale POTS parity between Field Work compared to
                              SBC-SWBT Field Work (N, T, C order types) and No
                              Field Work compared to SBC-SWBT Retail No Field
                              Work (N, T, and C order types).
                              Design:
                              Parity with SBC-SWBT retail
                              *PACIFIC/NEVADA
                              POTS:      Parity(4)
                              Design:    Parity
                              DSL:       Parity
                              SNET
                              POTS:
                              Vertical Feature/Simple: PARITY
                              Non Dispatched           PARITY
                              Dispatched               PARITY
                              Digital Specials:        PARITY
                              Analog Specials:         PARITY
                              DSL:                     No measure available.

---------------------------
(4) *Refer to INTERCONNECTION AGREEMENT: General Terms and Conditions paragraph
  2.10.1.

<PAGE>

                    5.2.9     MEASUREMENT: Delayed Order Interval
                              BENCHMARK:
                              *SBC-SWBT/SBC-AMERITECH
                              POTS:
                              Resale POTS parity between Field Work compared to
                              SBC-SWBT Field Work (N, T, C order types) and No
                              Field Work compared to SBC-SWBT Retail No Field
                              Work (N, T, and C order types).
                              Design:
                              Parity with SBC-SWBT retail
                              *PACIFIC/NEVADA
                              POTS:     Parity
                              Design:   Parity
                              SNET
                              No measure available.

          5.3       MAINTENANCE

                    5.3.10    MEASUREMENT: Repair Appointment Commitment
                              BENCHMARK:
                              *SBC-SWBT/SBC-AMERITECH
                              POTS:
                              Parity with Retail
                              *PACIFIC/NEVADA
                              POTS:     Parity
                              SNET
                              POTS:              Parity
                              Digital Specials:  Parity
                              Analog Specials:   Parity

                    5.3.11    MEASUREMENT: Repeated Trouble Reports
                              BENCHMARK:
                              *SBC-SWBT/SBC-AMERITECH
                              POTS:
                              Parity with Retail
                              Design:
                              Parity with Retail
                              *PACIFIC/NEVADA
                              POTS: Parity
                              Design: Parity
                              SNET
                              POTS: Parity

<PAGE>



                    5.3.12    MEASUREMENT: Mean Time to Repair
                              BENCHMARK:
                              *SBC-SWBT/SBC-AMERITECH
                              POTS:
                              Parity with Retail
                              Design:
                              Parity with Retail
                              *PACIFIC/NEVADA
                              POTS:      Parity
                              Design:    Parity
                              SNET
                              POTS:              Parity
                              Digital Specials:  Parity
                              Analog Specials:   Parity

                    5.3.13    MEASUREMENT: Customer Trouble Report Rate
                              BENCHMARK:
                              *SBC-SWBT/SBC-AMERITECH
                              POTS:
                              Parity with Retail
                              Design:
                              Parity with Retail
                              *PACIFIC/NEVADA
                              POTS:   Parity
                              Design: Parity
                              SNET
                              POTS:   Parity

          5.4       BILLING

                    5.4.14    MEASUREMENT: Wholesale Bill Timeliness
                              BENCHMARK:
                              *SBC-SWBT/SBC-AMERITECH
                              95% within 6th work day
                              *PACIFIC/NEVADA
                              99% within 10 days
                              SNET
                              No measure available.

6.        APPLICABILITY OF OTHER RATES, TERMS, AND CONDITIONS

          6.1       Every resale service provided hereunder, shall be subject to
                    all rates, terms and conditions contained in this Agreement
                    which are legitimately related to such resale service.
                    Without limiting the general applicability of the foregoing,
                    the

<PAGE>



                    following terms and conditions of the General Terms and
                    Conditions are specifically agreed by the Parties to be
                    legitimately related to, and to be applicable to, each
                    resale service provided hereunder: introduction,
                    definitions, interpretation, construction and severability;
                    description and charges of service; notice of changes;
                    general responsibilities of the Parties; effective date,
                    term and termination; fraud by end users; deposits; billing
                    and payment of charges; non-payment and procedures for
                    disconnection; services; additional terms applicable to
                    resale of services; ancillary services; network and service
                    order conditions; dispute resolution; audits;
                    responsibilities of SWBT; disclaimer of representations and
                    warranties; limitation of liability; responsibilities of
                    CLEC; indemnification; remedies; intellectual property;
                    notices; publicity and use of trademarks or service marks;
                    no license; confidentiality; intervening law; governing law;
                    regulatory approval; changes in End User local exchange
                    service provider selection; compliance and certification;
                    law enforcement; no third party beneficiaries; disclaimer of
                    agency; relationship of the Parties/independent contractor;
                    subcontracting; delegation to affiliate; assignment; force
                    majeure; taxes; non-waiver; customer inquiries; expenses;
                    conflicts of interest; survival; appendices incorporated by
                    reference; authority; counterparts; amendments and
                    modifications; and entire agreement.

<PAGE>


                                APPENDIX PRICING

<PAGE>


                               TABLE OF CONTENTS

<TABLE>

<S>                                                                                                           <C>
1. INTRODUCTION................................................................................................3

2. RECURRING CHARGES...........................................................................................5

3. NONRECURRING CHARGES........................................................................................5

4. BILLING TIMELINES- THIS SECTION APPLIES TO PACIFIC ONLY.....................................................6

5. BILLING.....................................................................................................6

6. APPLICABILITY OF OTHER RATES, TERMS, AND CONDITIONS.........................................................7
</TABLE>

<PAGE>


                                APPENDIX PRICING

1.        INTRODUCTION

          1.1       This Appendix sets forth the terms and conditions under
                    which the applicable SBC Communications Inc. (SBC) owned
                    Incumbent Local Exchange Carrier (ILEC) offers services and
                    products to CLEC at the rates, prices and/or charges set
                    forth in the applicable state pricing sheet(s) attached
                    hereto. The services and products offered to CLEC have been
                    divided into two categories: Resale and Other (Resale).
                    These categories are for convenience only and shall not be
                    construed to define or limit any of the terms herein or
                    affect the meaning or interpretation of this Agreement.

          1.2       SBC Communications Inc. (SBC) means the holding company
                    which owns the following ILECs: Illinois Bell Telephone
                    Company, Indiana Bell Telephone Company Incorporated,
                    Michigan Bell Telephone Company, Nevada Bell Telephone
                    Company, The Ohio Bell Telephone Company, Pacific Bell
                    Telephone Company, The Southern New England Telephone
                    Company, Southwestern Bell Telephone Company and/or
                    Wisconsin Bell, Inc. d/b/a Ameritech Wisconsin.

          1.3       SBC-13STATE - As used herein, SBC-13STATE means the
                    applicable above listed ILEC(s) doing business in Arkansas,
                    California, Connecticut, Illinois, Indiana, Kansas,
                    Michigan, Missouri, Nevada, Ohio, Oklahoma, Texas, and
                    Wisconsin.

          1.4       SBC-SWBT - As used herein, SBC-SWBT means the applicable
                    above listed ILEC doing business in Arkansas, Kansas,
                    Missouri, Oklahoma, and Texas.

          1.5       SBC-AMERITECH - As used herein, SBC-AMERITECH means the
                    applicable above listed ILEC(s) doing business in Illinois,
                    Indiana, Michigan, Ohio, and Wisconsin.

          1.6       PACIFIC -As used herein, PACIFIC means the applicable above
                    listed ILEC doing business in California.

          1.7       NEVADA -AS used herein, NEVADA means the applicable above
                    listed ILEC doing business in Nevada.

          1.8       AM-IL -As used herein, AM-IL means the applicable SBC owned
                    ILEC doing business in Illinois.

          1.9       SNET -As used herein, SNET means the applicable above listed
                    ILEC doing business in Connecticut.

<PAGE>


          1.10      This section applies to SNET only

                    1.10.1    Other than as specifically set out elsewhere in
                              this Agreement, SNET resale prices are available
                              as described in DPUC ordered CT Access Service
                              Tariff Section 18.

                    1.10.2    Operator Services (OS) and Director Assistance
                              (DA) Monthly Recurring Charges (MRCs) and
                              Nonrecurring Charges (NRCs) are set forth in the
                              Connecticut rate sheet attached.

          1.11      This section applies to AM-IL only

                    1.11.1    Other than as specifically set out elsewhere in
                              this Agreement, AM-IL resale prices are available
                              as described in ILL.C.C. No. 20 Tariff Part 22.

          1.12      This section applies to SBC-AMERITECH only

                    1.12.1    If a rate element, price and/or charge for a
                              product or service contained in, referenced to or
                              otherwise provided by SBC-AMERITECH under this
                              Agreement (including any attached or referenced
                              Appendices) is not listed in this Appendix
                              Pricing, including any rates, prices and/or
                              charges developed in response to a CLEC Bona Fide
                              Request(s) (BFR), such rates, prices and charges
                              shall be determined in accordance with Section
                              252(d) of the Act; provided however, if
                              SBC-AMERITECH provides a product or service that
                              is not subject to the pricing principles of the
                              Act, such rate(s), prices(s) and/or charges shall
                              be as negotiated by SBC-AMERITECH and CLEC.

                    1.12.2    Except as otherwise agreed upon by the Parties in
                              writing, SBC-AMERITECH shall not be required to
                              provide CLEC a product or service under this
                              Agreement unless and until the Parties have agreed
                              upon a rate element, price or charge (whether a
                              final rate/price/charge or, as agreed upon by the
                              Parties, an interim rate/price/charge subject to
                              a true-up, true-down) applicable to the requested
                              product and/or service.

                    1.12.3    Certain of the rates, prices and charges set forth
                              in this Appendix Pricing were established by the
                              Commission. If during the Term the Commission or
                              the FCC changes a rate, price or charge in an
                              order or docket that generally applies to the
                              products and services available hereunder, the
                              Parties agree to amend this Appendix Pricing to
                              incorporate such new rates, prices and charges
                              with such rates, prices and charges to be
                              effective as of the date specified in such order
                              or docket.

<PAGE>


2.        RECURRING CHARGES

          2.1       Unless otherwise identified in the Pricing Tables, where
                    rates are shown as monthly, a month will be defined as a
                    calendar month. The minimum term for each monthly rated
                    Resale or Other (Resale), and Other element service or
                    product will be one (1) month. After the initial month,
                    billing will be on the basis of whole or fractional months
                    used.

          2.2       Where rates, prices or charges consist of usage sensitive
                    charges or per occurrence charges, such rates, prices or
                    charges are classified as "recurring charges".

          2.3       CLEC shall pay for all usage on usage sensitive or per
                    occurrence calls including those that are not completed due
                    to "busy" or "don't answer" status.

3.        NONRECURRING CHARGES

          3.1       Nonrecurring Charges are applicable for both categories of
                    services and products.

          3.2       For Resale, when a CLEC migrates an End User's existing
                    service and the migration service request also includes the
                    addition of new service or features and/or changes or
                    disconnects some portion of the existing service or
                    features, the normal service order charges and/or
                    non-recurring charges associated with said additions and/or
                    changes will apply.

          3.3       The appropriate nonrecurring charges shall apply for each
                    service request processed by SBC-8STATE, including but not
                    limited to the following:

                    3.3.1 Installation (Service Order and Connect);

                    3.3.2 Disconnection (Disconnect);

                    3.3.3 Rearrangement/modification (Change);

                    3.3.4 Record Order (Record)

          3.4       Some items, which must be individually charged, are billed
                    as nonrecurring charges.

          3.5       CLEC shall pay a service order processing administration
                    charge for each service order submitted by CLEC to
                    SBC-AMERITECH to process a request for installation,
                    disconnection, rearrangement, changes to or record orders
                    for Resale.

<PAGE>


          3.6       Time and Material charges (a.k.a. additional labor charges)
                    are defined in the document specified below for the ILEC
                    indicated.

                    3.6.1     Tariff Schedule Cal P.U.C. No.175-T for PACIFIC.

                    3.6.2     FCC Tariff 73 for SBC-SWBT AND NEVADA.

                    3.6.3     The applicable pricing appendix for SBC-AMERITECH.

4.        BILLING TIMELINES- THIS SECTION APPLIES TO PACIFIC ONLY

          4.1       To the extent that any billing for services or products
                    offered under this Agreement is made through PACIFIC's
                    Carrier Access Billing System (CABS), the prices for monthly
                    recurring charges (MRCs) and nonrecurring charges (NRCs)
                    provided for in this Agreement may take a substantial period
                    of time from the Effective Date of this Agreement to
                    implement in PACIFIC's CABS.

          4.2       To the extent that any billing for services or products
                    offered under this Agreement is made through PACIFIC's CABS,
                    any prices for MRCs and NRCs subsequently adopted by the
                    CPUC may take a substantial period of time from the date of
                    the final order to implement in CABS and shall comply with
                    any Commission timeline.

          4.3       Until such time as any prices discussed in Section 5.1 or
                    Section 5.2 above are implemented in CABS, PACIFIC may
                    continue to bill at the established prices contained within
                    the most recent prior interconnection agreement between the
                    Parties, if any. If there is no prior interconnection
                    agreement between the Parties, PACIFIC shall bill at the
                    prices PACIFIC is currently billing one or more of its other
                    CLEC customers that, in PACIFIC's good faith judgment, most
                    closely match the prices applicable hereunder.

          4.4       Due to this CABS billing implementation time period, a
                    true-up or true-down of all such prices, without interest,
                    retroactive to the effective date specified in the order or
                    docket, will be due upon billing implementation of the new
                    prices.

5.        BILLING

          5.1       For information regarding billing, non-payment,
                    disconnection, and dispute resolution, see the General Terms
                    and Conditions of this Agreement.

<PAGE>


6.        APPLICABILITY OF OTHER RATES, TERMS, AND CONDITIONS

          6.1       Every resale service provided hereunder, shall be subject to
                    all rates, terms and conditions contained in this Agreement
                    which are legitimately related to such resale service.
                    Without limiting the general applicability of the foregoing,
                    the following terms and conditions of the General Terms and
                    Conditions are specifically agreed by the Parties to be
                    legitimately related to, and to be applicable to, each
                    resale service provided hereunder: introduction,
                    definitions, interpretation, construction and severability;
                    description and charges of service; notice of changes;
                    general responsibilities of the Parties; effective date,
                    term and termination; fraud by end users; deposits; billing
                    and payment of charges; non payment and procedures for
                    disconnection; services; additional terms applicable to
                    resale of services; ancillary services; network and service
                    order conditions; dispute resolution; audits;
                    responsibilities of SWBT; disclaimer of representations and
                    warranties; limitation of liability; responsibilities of
                    CLEC; indemnification; remedies; intellectual property;
                    notices; publicity and use of trademarks or service marks;
                    no license; confidentiality; intervening law; governing law;
                    regulatory approval; changes in End User local exchange
                    service provider selection; compliance and certification;
                    law enforcement; no third party beneficiaries; disclaimer of
                    agency; relationship of the Parties/independent contractor;
                    subcontracting; delegation to affiliate; assignment; force
                    majeure; taxes; non waiver; customer inquiries; expenses;
                    conflicts of interest; survival; appendices incorporated by
                    reference; authority; counterparts; amendments and
                    modifications; and entire agreement.

<PAGE>

TBD- To be determined
NRO- Nonrecurring only
ICB- Individual Case Basis
NA- Not applicable

                                    AMERITECH
                                TELEPHONE COMPANY
                                    ILLINOIS
                                      Rates
                                 January 7, 2000


<TABLE>
<CAPTION>

                    RESALE

                              See ILL.C.C. No. 20 Tariff Part 22

<S>                                                                                     <C>
                    LINE CONNECTION CHARGE
                    Residence                                                               NA
                    Business                                                                NA

                    SERVICE ORDER/SERVICE REQUEST CHARGE
                    Residence                                                           $18.85
                    Business                                                            $14.12

                    NON-ELECTRONIC (MANUAL) SERVICE ORDER CHARGE
                    Residence                                                           $24.19
                    Business                                                            $17.17
</TABLE>

<PAGE>

TBD- To be determined
NRO- Nonrecurring only
ICB- Individual Case Basis
NA- Not applicable

                                    AMERITECH
                                TELEPHONE COMPANY
                                     INDIANA
                                      Rates
                                 January 7, 2000


<TABLE>
<CAPTION>

                                                                      AIT GENERIC RATES
                                                                      AIT RECURRING                 AIT NON-REC.

      RESALE
                                                                              RESALE DISCOUNTS
      BUSINESS                                                           RECURRING     NON-RECURRING
<S>                                                                        <C>             <C>
      LOCAL EXCHANGE SERVICE
      Business 1 Party                                                     21.46%          21.46%
      Business - Measured                                                  21.46%          21.46%
      Customer Operated Pay Telephone (COPT)                               21.46%          21.46%

      EXPANDED LOCAL CALLING
      Extended Area Service                                                21.46%          21.46%

      VERTICAL SERVICES
      Anonymous Call Rejection                                             21.46%          21.46%
      Repeat Dialing (Auto Redial)                                         21.46%          21.46%
      Repeat Dialing-Per Use (Auto Redial - Usage Sensitive)               21.46%          21.46%
      Call Blocker                                                         21.46%          21.46%
      Call Forwarding                                                      21.46%          21.46%
      Call Forwarding - Busy Line                                          21.46%          21.46%
      Call Forwarding - Busy Line/Don't Answer                             21.46%          21.46%
      Call Forwarding - Don't Answer                                       21.46%          21.46%
      Automatic Call Back (Call Return)                                    21.46%          21.46%
      Automatic Call Back-Per Use (Call Return - Usage Sensitive)          21.46%          21.46%
      Call Trace                                                           21.46%          21.46%
      Call Waiting                                                         21.46%          21.46%
      Caller ID With Name (Calling Name)                                   21.46%          21.46%
      Caller ID (Calling Number)                                           21.46%          21.46%
      MultiRing Service -1 (Personalized Ring -1 Dependent Number)         21.46%          21.46%
      MulfiRing Service -2 (Personalized Ring - 2 Dependent Numbers)       21.46%          21.46%
      Remote Access to Call Forwarding (Grandfathered)                      0.00%           0.00%
      Selective Call Forwarding                                             0.00%           0.00%
      Multi-Path Call Forwarding (Simultaneous Call Forwarding)            21.46%          21.46%
      Remote Call Forwarding-Per Feature                                   21.46%          21.46%
      RCF, Interstate, Interexchange                                       21.46%          21.46%
      RCF, Intrastate                                                      21.46%          21.46%
      RCF, Interstate, International                                       21.46%          21.46%
      RCF, Intrastate, Interexchange                                       21.46%          21.46%
      RCF to 800                                                           21.46%          21.46%
      RCF Additional                                                       21.46%          21.46%
      Speed Calling 8                                                      21.46%          21.46%
      Speed Calling 30                                                     21.46%          21.46%
      Three Way Calling                                                    21.46%          21.46%
      Call Screening                                                       21.46%          21.46%
      Busy Line Transfer                                                   21.46%          21.46%
      Alternate Answer                                                     21.46%          21.46%
      Message Waiting - Tone                                               21.46%          21.46%
      Easy Call                                                            21.46%          21.46%
      Prime Number Service                                                 21.46%          21.46%
      AMERITECH Privacy Manager                                            21.46%          21.46%
      Name and Number Delivery Service                                     21.46%          21.46%

      DID
      DID                                                                  21.46%          21.46%

      TRUNKS
      Trunk                                                                21.46%          21.46%
</TABLE>

<PAGE>

TBD- To be determined
NRO- Nonrecurring only
ICB- Individual Case Basis
NA- Not applicable

                                    AMERITECH
                                TELEPHONE COMPANY
                                     INDIANA
                                      Rates
                                 January 7, 2000


<TABLE>
<CAPTION>

                                                                      AIT GENERIC RATES
                                                                      AIT RECURRING                AIT NON-REC.
      AIN
<S>                                                                       <C>              <C>
      Area Wide Networking                                                21.46%           21.46%
      Ameritech Switch Alternate Routing (ANSAR)                          21.46%           21.46%
      Ameritech Customer Location Alternate Routing (ACLAR)               21.46%           21.46%

      OTHER
      Grandfathered Services                                               0.00%            0.00%
      Promotions (Greater than 90 days)                                   21.46%           21.46%
      Touch Tone (Business)                                               21.46%           21.46%
      Touch Tone (Trunk)                                                  21.46%           21.46%
      900/976 Call Blocking (90O/976 Call Restriction)                        0%
      976 (976 Information Delivery Service)                                  0%
      Access Services (See Access Tariff)                                     0%               0%
      Additional Directory Listings                                       21.46%           21.46%
      Carrier Disconnect Service (Company Initiated Suspension                0%               0%
        Service)
      Connection Services                                                 21.46%           21.46%
      Premise Services/Line Backer (Maintenance of Service Charges)           0%               0%
      Shared Tenant Service                                                   0%               0%

      ISDN
      ISDN                                                                21.46%           21.46%

      DIRECTORY ASSISTANCE SERVICES                                       21.46%           20.29%
      Local Operator Assistance Service                                   21.46%           21.46%

      TOLL
      TOLL                                                                21.46%           21.46%

      OPTIONAL TOLL CALLING PLANS
      Optional Toll Calling Plans                                         21.46%           21.46%

      CENTREX (PLEXAR)
      Ameritech Centrex Service ACS                                       21.46%           21.46%
      Ameritech Centrex Network Manager                                    0.00%            0.00%

      PRIVATE LINE
      Analog Private Lines                                                21.46%           21.46%
      Private Line Channel Services                                       21.46%           21.46%
<CAPTION>

      RESIDENCE                                                              RESALE DISCOUNTS
      LOCAL EXCHANGE SERVICE                                          RECURRING     NON-RECURRING
      <S>                                                                <C>             <C>
      Life Line                                                            0.00%            0.00%
      Residence 1 Party                                                   21.46%           21.46%
      Residence Measured                                                  21.46%           21.46%

      EXPANDED LOCAL CALLING
      Extended Area Service                                               21.46%           21.46%

      VERTICAL SERVICES
      Anonymous Call Rejection                                            21.46%           21.46%
      Repeat Dialing (Auto Redial)                                        21.46%           21.46%
      Repeat Dialing -Per Use (Auto Redial - Usage Sensitive)             21.46%           21.46%
      Call Blocker                                                        21.46%           21.46%
      Call Forwarding                                                     21.46%           21.46%
      Call Forwarding - Busy Line                                         21.46%           21.46%
      Call Forwarding - Busy Line/Don't Answer                            21.46%           21.46%
      Call Forwarding - Don't Answer                                      21.46%           21.46%
      Automatic Call-Back (Call Return)                                   21.46%           21.46%
      Automatic Call-Back Per Use (Call Return - Usage Sensitive)         21.46%           21.46%
      Call Trace                                                          21.46%           21.46%
      Call Waiting                                                        21.46%           21.46%
      Caller ID with Name (Calling Name)                                  21.46%           21.46%
      Caller ID (Calling Number)                                          21.46%           21.46%
      Multi-Ring Service - 1 (Personalized Ring- 1 dependent number)      21.46%           21.46%
      Multi-Ring Service - 2 (Personalized Ring - 2 dependent             21.46%           21.46%
         numbers - 1st dependent number)
      Remote Access to Call Forwarding (GF)                               21.46%           21.46%
</TABLE>

<PAGE>

TBD- To be determined
NRO- Nonrecurring only
ICB- Individual Case Basis
NA- Not applicable

                                    AMERITECH
                                TELEPHONE COMPANY
                                     INDIANA
                                      Rates
                                 January 7, 2000


<TABLE>
<CAPTION>

                                                                      AIT GENERIC RATES
                                                                      AIT RECURRING               AIT NON-REC.
<S>                                                                        <C>             <C>
      RCF, Interstate, Interexchange                                       21.46%          21.46%
      RCF, Intrastate                                                      21.46%          21.46%
      RCF, Interstate, International                                       21.46%          21.46%
      RCF, Intrastate, Interexchange                                       21.46%          21.46%
      RCF to 800                                                           21.46%          21.46%
      RCF Additional                                                       21.46%          21.46%
      Selective Call Forwarding                                            21.46%          21.46%
      Speed Calling 8                                                      21.46%          21.46%
      Three Way Calling                                                    21.46%          21.46%
      Call Screening                                                       21.46%          21.46%
      Busy Line Transfer                                                   21.46%          21.46%
      Alternate Answer                                                     21.46%          21.46%
      Message Waiting - Tone                                               21.46%          21.46%
      Easy Call                                                            21.46%          21.46%
      AMERITECH Privacy Manager                                            21.46%          21.46%
      Name and Number Delivery Service                                     21.46%          21.46%

      ISDN
      ISDN                                                                 21.46%          21.46%

      DIRECTORY ASSISTANCE SERVICES                                        21.46%          21.46%
      Local Operator Assistance Service                                    21.46%          21.46%

      OTHER

      Grandfathered Services                                                0.00%           0.00%
      Promotions (Greater than 90 Days)                                    21.46%          21.46%
      Touch Tone                                                           21.46%          21.46%
      Home Services Packages                                               21.46%          21.46%
      900/976 Call Blocking (900/976 Call Restriction)                     21.46%          21.46%
      976 (976 Information Delivery Service)                               21.46%          21.46%
      Access Services (See Access Tariff)                                      0%              0%
      Additional Directory Listings                                        21.46%          21.46%
      Carrier Disconnect Service (Company initiated Suspension             21.46%          21.46%
        Service)
      Connection Services                                                  21.46%          21.46%
      Premise Services/Line Backer (Maintenance of Service Charges)            0%              0%
      Shared Tenant Service                                                    0%              0%

      TOLL

      Custom and Dedicated 800 Service (Home 800)                          21.46%          21.46%
      IntraLATA  MTS                                                       21.46%          21.46%
      Toll Restriction                                                     21.46%          21.46%

      ELECTRONIC BILLING INFORMATION DATA (DAILY USAGE)                    $0.00
      per message

      LOCAL DISCONNECT REPORT (LDR)
      Per WTN                                                              $0.00

      LINE CONNECTION CHARGE
      Residence                                                                               N/A
      Business                                                                                N/A

      SERVICE ORDER/SERVICE REQUEST CHARGE
      Residence                                                                            $21.21
      Business                                                                             $30.63

      NON-ELECTRONIC MANUAL) SERVICE ORDER CHANGE
      Residence                                                                             $9.02
      Business                                                                              $9.02
</TABLE>

<PAGE>

TBD- To be determined
NRO- Nonrecurring only
ICB- Individual Case Basis
NA- Not applicable

                                    AMERITECH
                                TELEPHONE COMPANY
                                    MICHIGAN
                                      Rates
                                 January 7, 2000



<TABLE>
<CAPTION>

                                                                 AIT GENERIC RATES
                                                                 AIT RECURRING            AIT NON-REC.
RESALE
                                                                       RESALE DISCOUNTS
      BUSINESS                                                     RECURRING   NON-RECURRING
      LOCAL EXCHANGE SERVICE
<S>                                                                  <C>           <C>
      Business 1 Party                                               18.15%        18.15%
      Business - Measured                                            18.15%        18.15%
      Customer Operated Pay Telephone (COPT)                         18.15%        18.15%

      EXPANDED LOCAL CALLING
      Interzone                                                      18.15%        18.15%

      VERTICAL SERVICES
      Anonymous Call Rejection                                       18.15%        18.15%
      Repeat Dialing (Auto Redial)                                   18.15%        18.15%
      Repeat Dialing-Per Use (Auto Redial - Usage Sensitive)         18.15%        18.15%
      Call Blocker                                                   18.16%        18.15%
      Call Forwarding                                                18.15%        18.15%
      Call Forwarding - Busy Line                                    18.15%        18.15%
      Can Forwarding - Busy Line/Don't Answer                        18.15%        18.15%
      Call Forwarding - Don't Answer                                 18.15%        18.15%
      Automatic CallBack (Call Return)                               18.15%        18.15%
      Automatic CallBack-Per Use (Call Return - Usage Sensitive)     18.15%        18.15%
      Call Trace                                                     18.15%        18.15%
      Call Waiting                                                   18.15%        18.15%
      Caller ID WithName (Calling Name)                              18.15%        18.15%
      Caller ID (Calling Number)                                     18.15%        18.15%
      MulfiRing Service -1 (Personalized Ring -1 Dependent           18.15%        18.15%
         Number)
      Multi-Ring Service -2 (Personalized Ring - 2 Dependent         18.15%        18.15%
         Numbers)
      Remote Access to Call Forwarding (Grandfathered)                   0%            0%
      Selective Call Forwarding                                          0%            0%
      Multi-Path Call Forwarding (Simultaneous Call Forwarding)      18.15%        18.15%
      Remote Call Forwarding-Per Feature                             18.15%        18.15%
      RCF, Interstate, Interexchange                                 18.15%        18.15%
      RCF, Intrastate                                                18.15%        18.15%
      RCF, Interstate, International                                 18.15%        18.15%
      RCF, Intrastate, Interexchange                                 18.15%        18.15%
      RCF to 800                                                     18.15%        18.15%
      RCF Additional                                                 18.15%        18.15%
      Speed Calling 8                                                18.15%        18.15%
      Speed Calling 30                                               18.15%        18.15%
      Three Way Calling                                              18.15%        18.15%
      Call Screening                                                 18.15%        18.15%
      Busy Line Transfer                                             18.15%        18.15%
      Alfernate Answer                                               18.15%        18.15%
      Message Waiting - Tone                                         18.15%        18.15%
      Easy Call                                                      18.15%        18.15%
      Prime Number Service                                           18.15%        18.15%
      AMERITECH Privacy Manager                                      18.15%        18.15%
      Name and Number Delivery Service                               18.15%        18.15%

      DID
      DID                                                            18.15%        18.15%

      TRUNKS
      Trunk                                                          18.15%        18.15%

      AIN
      Area Wide Networking                                           18.15%        18.15%
      Ameritech Switch Alternate Routing (ANSAR)                     18.15%        18.15%
      Ameritech Customer Location Alternate Routing (ACLAR)          18.15%        18.15%

      OTHER
      Grandfathered Services                                          0.00%         0.00%
      Promotions (Greater than 90 days)                              18.15%        18.15%
      TouchTone (Business)                                           18.15%        18.15%
      TouchTone (Trunk)                                              18.15%        18.15%
      900/976 Call Blocking (900/976 Call Restriction)                   0%            0%
      976 (976 Information Delivery  Service)                            0%            0%
      Access Services (See Access Tariff)                                              0%
      Additional Directory  Listings                                 18.15%        18.15%
</TABLE>


<PAGE>


TBD- To be determined
NRO- Nonrecurring only
ICB- Individual Case Basis
NA- Not applicable

                                    AMERITECH
                                TELEPHONE COMPANY
                                    MICHIGAN
                                      Rates
                                 January 7, 2000


<TABLE>
<CAPTION>

                                                                            AIT GENERIC RATES
                                                                            AIT RECURRING           AIT NON-REC.
<S>                                                                              <C>        <C>
       Carrier Disconnect  Service (Company Initiated Suspension                     0%         0%
         Service)
       Connection Services                                                       18.15%     18.15%
       Premise Services/Line Backer (Maintenance of Service Chaw)                    0%         0%
       Shared Tenant Service                                                         0%         0%

       ISDN
       ISDN                                                                      18.15%     18.15%

       DIRECTORY ASSISTANCE SERVICES
       Directory Assistance Services                                             18.15%     20.29%
       Local Operator Assiustance Service                                        18.15%     18.15%

       TOLL
       TOLL                                                                      18.15%     18.15%

       OPTIONAL TOLL CALLING PLANS
       Optional Toll Calling Plans                                               18.15%     18.15%

       CENTREX(PLEXAR)
       Americtech Centrex Service ACS                                            18.15%     18.15%
       Ameritech Centrex Network Manager                                             0%         0%

       PRIVATE LINE
       Analog Private Lines                                                      18.15%     18.15%
       Private Line Channel Services                                             18.15%     18.15%

<CAPTION>

       RESIDENCE                                                                  RESALE DISCOUNTS
       LOCAL EXCHANGE SERVICE                                                 RECURRING   NON-RECURRING

       <S>                                                                      <C>       <C>
        Life Line                                                                    0%         0%
        Residence 1 Party                                                        18.15%     18.15%
        Residence Measured                                                       18.15%     18.15%

        EXPANDED LOCAL CALLING
        Interzone                                                                18.15%     18.15%

        VERTICAL SERVICES
        Anonymous Call Rejection                                                 18.15%     18.15%
        Repeat Dialing (Auto Redial)                                             18.15%     18.15%
        Repeat  Dialing -Per Use (Auto Redial - Usage Sensitive)                 16.15%     18.15%
        Call Blocker                                                             18.15%     18.15%
        Call Forwarding                                                          18.15%     18.15%
        Call Forwarding - Busy Line                                              18.15%     18.15%
        Call Forwarding - Busy Line/Don't Answer                                 18.15%     18.15%
        Call Forwarding - Don't  Answer                                          18.15%     18.15%
        Automatic Call-Back (Call Return)                                        18.15%     18.15%
        Automatic Call-Back Per Use (Call Return - Usage                         18.15%     18.15%
          Sensitive)
        Call Trace                                                               18.15%     18.15%
        Call Waiting                                                             18.15%     18.15%
        Caller ID with Name (Calling Name)                                       18.15%     18.15%
        Caller ID (Calling Number)                                               18.15%     18.15%
        Multi-Ring Service - 1 (Personalized Ring- I dependent                   18.15%     18.15%
           number)
        Multi-Ring Service - 2 (Personalized Ring - 2 dependent                  18.15%     18.15%
           numbers - 1st  dependent  number
        Priority Call                                                            18.15%     18.15%
        Remote Access to Call Forwarding (GF)                                        0%         0%
        RCF, Interstate, Interexchange                                           18.15%     18.15%
        RCF, Intrastate                                                          18.15%     18.15%
        RCF, Interstate, International                                           18.15%     18.15%
        RCF, Intrastate, Interexchange                                           18.15%     18.15%
        RCF to 800                                                               18.15%     18.15%
        RCF Additional                                                           18.15%     18.15%
        Selective Call Forwarding                                                16.15%     18.15%
        Speed Calling 8                                                          18.15%     18.15%
        Three Way  Calling                                                       18.15%     18.15%
        Call Screening                                                           18.15%     18.15%
        Busy Line Transfer                                                       18.15%     18.15%
        Alternate Answer                                                         18.15%     18.15%
        Waiting - Tone                                                           18.15%     18.15%
        Easy Call                                                                18.15%     18.15%
        AMERITECH Privacy Manager                                                18.15%     18.15%
        Name and Number Delivery Service                                         18.15%     18.15%
</TABLE>

<PAGE>

TBD- To be determined
NRO- Nonrecurring only
ICB- Individual Case Basis
NA- Not Applicable

                                    AMERITECH
                                TELEPHONE COMPANY
                                    MICHIGAN
                                      Rates
                                 January 7, 2000


<TABLE>
<CAPTION>

                                                                 AIT GENERIC RATES
                                                                 AIT RECURRING            AIT NON-REC.
<S>                                                                  <C>           <C>
     ISDN
     ISDN                                                            18.15%        18.15%

     DIRECTORY ASSISTANCE SERVICES
     Directory Assistance Services                                   18.15%        18.15%
     Local Operator Assistance Service                               18.15%        18.15%

     OTHER

     Grandfathered Services                                              0%            0%
     Promotions (Greater than 90 Days)                               18.15%        18.15%
     TouchTone                                                       18.15%        18.15%
     Home Services Packages                                          18.15%        18.15%
     900/976 Call Blocking (900/976 Call Restriction)                    0%            0%
     976 (976 Information Delivery Service)                              0%            0%
     Access Services (See Access Tariff)                                 0%            0%
     Additional Directory Listings                                   18.15%        18.15%
     Carrier Disconnect Service (Company Initiated Suspension            0%            0%
       Service)
     Connection Services                                             18.15%        18.15%
     Premise Service/Line Backer (Maintenance of Service                 0%            0%
       Charges)
     Shared Tenant Service                                               0%            0%

     TOLL
     Toll                                                            18.15%        18.15%

     ELECTRONIC BILLING INFORMATION DATA (DAILY USAGE)                $0.00
     per message

     LOCAL DISCONNECT REPORT (LDR)
     Per WTN                                                          $0.00

     LINE CONNECTION CHARGE
     Residence                                                                     $34.38
     Business                                                                      $34.38

     SERVICE ORDER/SERVICE REQUEST CHARGE
     Residence                                                                        N/A
     Business                                                                         N/A

     NON-ELECTRONIC (MANUAL)  SERVICE ORDER  CHARGE
     Residence                                                                      $8.91
     Business                                                                       $8.91
</TABLE>

<PAGE>

TBD- To be determined
NRO- Nonrecurring only
ICB- Individual Case Basis
NA- Not Applicable

                                    AMERITECH
                                TELEPHONE COMPANY
                                      OHIO
                                      Rates
                                 January 7, 2000


<TABLE>
<CAPTION>

                                                                      AIT GENERIC RATES
                                                                      AIT RECURRING                AIT NON-REC.
RESALE
                                                                             RESALE DISCOUNTS
      BUSINESS                                                        RECURRING      NON-RECURRING
      LOCAL EXCHANGE SERVICE
<S>                                                                       <C>              <C>
      Business 1 Party                                                    20.29%           20.29%
      Business - Measured                                                 20.29%           20.29%
      Customer Operated Pay Telephone (COPT)                              20.29%           20.29%

      EXPANDED LOCAL CALLING
      Extended Area Service                                               20.29%           20.29%

      VERTICAL SERVICES
      Anonymous Call Rejection                                            20.29%           20.29%
      Repeat Dialing (Auto Redial)                                        20.29%           20.29%
      Repeat Dialing-Per Use (Auto Redial - Usage Sensitive)              20.29%           20.29%
      Call Blocker                                                        20.29%           20.29%
      Call Forwarding                                                     20.29%           20.29%
      Call Forwarding - Busy Line                                         20.29%           20.29%
      Call Forwarding - Busy Line/Don't Answer                            20.29%           20.29%
      Call Forwarding - Don't Answer                                      20.29%           20.29%
      Automatic CallBack (Call Return)                                    20.29%           20.29%
      Automatic CallBack-Per Use (Call Return - Usage Sensitive)          20.29%           20.29%
      Call Trace                                                          20.29%           20.29%
      Call Waiting                                                        20.29%           20.29%
      Caller ID WithName (Calling Name)                                   20.29%           20.29%
      Caller ID (Calling Number)                                          20.29%           20.29%
      MultiRing Service -1 (Personalized Ring -1 Dependent Number)        20.29%           20.29%
      MultiRing Service -2 (Personalized Ring - 2 Dependent Numbers)      20.29%           20.29%
      Remote Access to Call Forwarding (Grandfathered)                     0.00%            0.00%
      Selective Call Forwarding                                            0.00%            0.00%
      Multi-Path Call Forwarding (Simultaneous Call Forwarding)           20.29%           20.29%
      Remote Call Forwarding-Per Feature                                  20.29%           20.29%
      RCF, Interstate, Interexchange                                      20.29%           20.29%
      RCF, Intrastate                                                     20.29%           20.29%
      RCF, Interstate, International                                      20.29%           20.29%
      RCF, Intrastate, Interexchange                                      20.29%           20.29%
      RCF to 800                                                          20.29%           20.29%
      RCF Additional                                                      20.29%           20.29%
      Speed Calling 8                                                     20.29%           20.29%
      Speed Calling 30                                                    20.29%           20.29%
      Three Way Calling                                                   20.29%           20.29%
      Call Screening                                                      20.29%           20.29%
      Busy Line Transfer                                                  20.29%           20.29%
      Alternate Answer                                                    20.29%           20.29%
      Message Waiting - Tone                                              20.29%           20.29%
      Easy Call                                                           20.29%           20.29%
      Prime Number Service                                                20.29%           20.29%
      AMERITECH Privacy Manager                                           20.29%           20.29%
      Name and Number Delivery Service                                    20.29%           20.29%

      DID
      DID                                                                 20.29%           20.29%

      TRUNKS
      Trunk                                                               20.29%           20.29%
</TABLE>

<PAGE>

TBD- To be determined
NRO- Nonrecurring only
ICB- Individual Case Basis
NA- Not Applicable

                                    AMERITECH
                                TELEPHONE COMPANY
                                      OHIO
                                      Rates
                                 January 7, 2000


<TABLE>
<CAPTION>

                                                                      AIT GENERIC RATES
                                                                      AIT RECURRING               AIT NON-REC.
      AIN
<S>                                                                       <C>              <C>
      Area Wide Networking                                                20.29%           20.29%
      Emergency Referral Message Service (Disaster Routing Service)       20.29%           20.29%
      Ameritech Switch Alternate Routing (ANSAR)                          20.29%           20.29%
      Ameritech Customer Locaiton Alternate Routing (ACLAR)               20.29%           20.29%

      OTHER
      Grandfathered Services                                               0.00%            0.00%
      Promotions (Greater than 90 days)                                   20.29%           20.29%
      TouchTone (Business)                                                20.29%           20.29%
      TouchTone (Trunk)                                                   20.29%           20.29%

      ISDN
      ISDN                                                                20.29%           20.29%

      DIRECTORY ASSISTANCE SERVICES                                       20.29%           20.29%
      Local Operator Assiustance Service                                  20.29%           20.29%

      TOLL
      TOLL                                                                20.29%           20.29%

      OPTIONAL TOLL CALLING PLANS
      Optional Toll Calling Plans                                         20.29%           20.29%

      CENTREX (PLEXAR)
      CENTREX ACS                                                         20.29%           20.29%
      CENTREX ACS Ameritech CENTREX Network Manager                        0.00%            0.00%

      PRIVATE LINE
      Analog Private Lines                                                20.29%           20.29%
      Private Line Channel Services                                       20.29%           20.29%

      RESIDENCE                                                              RESALE DISCOUNTS
      LOCAL EXCHANGE SERVICE                                          RECURRING        NON-RECURRING
      Life Line                                                            0.00%            0.00%
      Residence 1 Party                                                   20.29%           20.29%
      Residence Measured                                                  20.29%           20.29%

      EXPANDED LOCAL CALLING
      Extended Area Service                                               20.29%           20.29%

      VERTICAL SERVICES
      Anonymous Call Rejection                                            20.29%           20.29%
      Repeat Dialing (Auto Redial)                                        20.29%           20.29%
      Repeat Dialing -Per Use (Auto Redial - Usage Sensitive)             20.29%           20.29%
      Call Blocker                                                        20.29%           20.29%
      Call Forwarding                                                     20.29%           20.29%
      Call Forwarding - Busy Line                                         20.29%           20.29%
      Call Forwarding - Busy Line/Don't Answer                            20.29%           20.29%
      Call Forwarding - Don't Answer                                      20.29%           20.29%
      Automatic Call-Back (Call Return)                                   20.29%           20.29%
      Automatic Call-Back Per Use (Call Return - Usage Sensitive)         20.29%           20.29%
      Call Trace                                                          20.29%           20.29%
      Call Waiting                                                        20.29%           20.29%
      Caller ID with Name (Calling Name)                                  20.29%           20.29%
      Caller ID (Calling Number)                                          20.29%           20.29%
      Multi-Ring Service - 1 (Personalized Ring - 1 dependent number)     20.29%           20.29%
      Multi-Ring Service - 2 (Personalized Ring - 2 dependent             20.29%           20.29%
        numbers - 1st dependent number)
      Remote Access to Call Forwarding (GF)                                0.00%            0.00%
      RCF, Interstate, Interexchange                                      20.29%           20.29%
      RCF, Intrastate                                                     20.29%           20.29%
      RCF, Interstate, International                                      20.29%           20.29%
      RCF, Intrastate, Interexchange                                      20.29%           20.29%
      RCF to 800                                                          20.29%           20.29%
      RCF Additional                                                      20.29%           20.29%
</TABLE>

<PAGE>

TBD- To be determined
NRO- Nonrecurring only
ICB- Individual Case Basis
NA- Not Applicable

                                    AMERITECH
                                TELEPHONE COMPANY
                                      OHIO
                                      Rates
                                 January 7, 2000

                                                                APPENDIX PRICING
                                                       AM-OH/essential.com, INC.

<TABLE>
<CAPTION>

                                                                      AIT GENERIC RATES
                                                                      AIT RECURRING               AIT NON-REC.
<S>                                                                        <C>              <C>
      Selective Call Forwarding                                            20.29%           20.29%
      Speed Calling 8                                                      20.29%           20.29%
      Three Way Calling                                                    20.29%           20.29%
      Call Screening                                                       20.29%           20.29%
      Busy Line Transfer                                                   20.29%           20.29%
      Alternate Answer                                                     20.29%           20.29%
      Message Waiting - Tone                                               20.29%           20.29%
      Easy Call                                                            20.29%           20.29%
      AMERITECH Privacy Manager                                            20.29%           20.29%
      Name and Number Delivery Service                                     20.29%           20.29%

      ISDN
      ISDN                                                                 20.29%           20.29%

      DIRECTORY ASSISTANCE SERVICES                                        20.29%           20.29%
      Local Operator Assistance Service                                    20.29%           20.29%

      OTHER

      Grandfathered Services                                                0.00%           0.00%
      Promotions (Greater than 90 Days)                                    20.29%           20.29%
      TouchTone                                                            20.29%           20.29%
      Home Services Packages                                               20.29%           20.29%

      TOLL

      Custom and Dedicated 800 Service (Home 800)                          20.29%           20.29%
      IntraLATA MTS                                                        20.29%           20.29%
      900/976 Call Blocking (900/976 Call Restriction)                     20.29%           20.29%
      976 (976 Information Delivery Service)                               20.29%           20.29%
      Access Services (See Access Tariff)                                      0%               0%
      Additional Directory Listings                                        20.29%           20.29%
      Carrier Disconnect Service (Company Initiated Suspension             20.29%           20.29%
      Service)
      Connection Services                                                  20.29%           20.29%
      Premise Service/Line Backer (Maintenance of Service Charges)             0%              0%
      Shared Tenant Service                                                    0%              0%
      Toll Restriction                                                     20.29%           20.29%

      ELECTRONIC BILLING INFORMATION DATA (DAILY USAGE)                    $0.00
        per message

      LOCAL DISCONNECT REPORT (LDR)
       Per WTN                                                             $0.00

      LINE CONNECTION CHARGE
      Complex (Residence)                                                                     N/A
      Complex (Business)                                                                      N/A
      Simple (Residence)                                                                      N/A
      Simple (Business)                                                                       N/A

      SERVICE ORDER/SERVICE REQUEST CHARGE
      Complex (Residence)                                                                  $14.07
      Complex (Business)                                                                   $12.63
      Simple (Residence)                                                                   $14.07
      Simple (Business)                                                                    $20.33

      NON-ELECTRONIC (MANUAL) SERVICE ORDER CHARGE
      Complex (Residence)                                                                   $9.02
      Complex (Business)                                                                    $9.02
      Simple (Residence)                                                                    $9.02
      Simple (Business)                                                                     $9.02
</TABLE>


<PAGE>

TBD- To be determined
NRO- Nonrecurring only
ICB- Individual Case Basis
NA- Not Applicable

                                    AMERITECH
                                TELEPHONE COMPANY
                                    WISCONSIN
                                      Rates
                                 January 7, 2000

                                                                APPENDIX PRICING
                                                       AM-WI/essential.com, INC.

<TABLE>
<CAPTION>

      RESALE
                                                                            RESALE DISCOUNTS
      BUSINESS                                                        RECURRING      NON-RECURRING
<S>                                                                        <C>            <C>
      LOCAL EXCHANGE SERVICE
      Business 1 Party                                                     17.50%         27.50%
      Business - Measured                                                  17.50%         27.50%
      Customer Operated Pay Telephone (COPT)                               17.50%         27.50%

      EXPANDED LOCAL CALLING
      Extended Area Service                                                20.00%         20.00%

      VERTICAL SERVICES
      Anonymous Call Rejection                                             25.00%         25.00%
      Repeat Dialing (Auto Radial)                                         25.00%         25.00%
      Repeat Dialing-Per Use (Auto Redial - Usage Sensitive)               25.00%         25.00%
      Call Blocker                                                         25.00%         25.00%
      Call Forwarding                                                      25.00%         25.00%
      Call Forwarding - Busy Line                                          25.00%         25.00%
      Call Forwarding - Busy Line/Don't Answer                             25.00%         25.00%
      Call Forwarding - Don't Answer                                       25.00%         25.00%
      Automatic CallBack (Call Return)                                     25.00%         25.00%
      Automatic CallBack-Per Use (Call Return - Usage Sensitive)           25.00%         25.00%
      Call Trace                                                           25.00%         25.00%
      Call Waiting                                                         25.00%         25.00%
      Caller ID WithName (Calling Name)                                    25.00%         25.00%
      Caller ID (Calling Number)                                           25.00%         25.00%
      MultiRing Service -1 (Personalized Ring - 1 Dependent Number)        25.00%         25.00%
      MutliRing Service -2 (Personalized Ring - 2 Dependent Numbers)       25.00%         25.00%
      Remote Access to Call Forwarding (Grandfathered)                      0.00%          0.00%
      Selective Call Forwarding                                             0.00%          0.00%
      Multi-Path Call Forwarding (Simultaneous Call Forwarding)            25.00%         25.00%
      Remote Call Forwarding-Per Feature                                   25.00%         25.00%
      RCF, Interstate, Interexchange                                       25.00%         25.00%
      RCF, Intrastate                                                      25.00%         25.00%
      RCF, Interstate, International                                       25.00%         25.00%
      RCF, Intrastate, Interexchange                                       25.00%         25.00%
      RCF to 800                                                           25.00%         25.00%
      RCF Additional                                                       25.00%         25.00%
      Speed Calling 8                                                      25.00%         25.00%
      Speed Calling 30                                                     25.00%         25.00%
      Three Way Calling                                                    25.00%         25.00%
      Call Screening                                                       25.00%         25.00%
      Busy Line Transfer                                                   25.00%         25.00%
      Alternate Answer                                                     25.00%         25.00%
      Message Waiting - Tone                                               25.00%         25.00%
      Easy Call                                                            25.00%         25.00%
      Prime Number Service                                                 25.00%         25.00%
      AMERITECH Privacy Manager                                            25.00%         25.00%
      Name and Number Delivery Service                                     25.00%         25.00%

      DID
      DID                                                                  15.00%         15.00%

      TRUNKS
      Trunk                                                                17.50%         17.50%
</TABLE>

<PAGE>

TBD- To be determined
NRO- Nonrecurring only
ICB- Individual Case Basis
NA- Not Applicable

                                    AMERITECH
                                TELEPHONE COMPANY
                                    WISCONSIN
                                      Rates
                                 January 7, 2000

                                                                APPENDIX PRICING
                                                       AM-WI/essential.com, INC.

<TABLE>
<CAPTION>

      AIN
<S>                                                                        <C>            <C>
      Area Wide Networking                                                 25.00%         25.00%
      Ameritech Switch Alternate Routing (ANSAR)                           25.00%         25.00%
      Ameritech Customer Location Alternate Routing (ACLAR)                25.00%         25.00%

      OTHER
      Grandfathered Services                                                0.00%          0.00%
      Promotions (Greater than 90 days)                                    25.00%         25.00%
      TouchTone (Business)                                                 25.00%         25.00%
      TouchTone (Trunk)                                                    25.00%         25.00%
      900/976 Call Blocking (900/976 Call Restriction)                         0%
      976 (976 Information Delivery Service)                                   0%             0%
      Access Services (See Access Tariff)                                      0%             0%
      Additional Directory Listings                                        15.00%         15.00%
      Carrier Disconnect Service (Company initiated Suspension                 0%             0%
      Service)
      Connection Services                                                  25.00%         25.00%
      Premise Services/Line Backer (Maintenance of Service Charges)            0%             0%
      Shared Tenant Service                                                    0%             0%

      ISDN
      ISDN                                                                  9.75%          9.75%

      DIRECTORY ASSISTANCE SERVICES
      Directory Assistance Services                                        15.00%         15.00%
      Local Operator Assiustance Service                                   15.00%         15.00%

      TOLL
      TOLL                                                                 25.00%         25.00%

      OPTIONAL TOLL CALLING PLANS
      Optional Toll Calling Plans                                          25.00%         25.00%

      CENTREX(PLEXAR)
      Ameritech Centrex Service ACS                                        25.00%         25.00%
      Ameritech Centrex Network Manager                                     0.00%          0.00%

      PRIVATE LINE
      Analog Private Lines                                                  8.00%          8.00%
      Private Line Channel Services                                         8.00%          8.00%

      RESIDENCE                                                               RESALE DISCOUNTS
      LOCAL EXCHANGE SERVICE                                            RECURRING     NON-RECURRING
      Life Line                                                             0.00%          0.00%
      Residence 1 Party                                                    14.50%         25.00%
      Residence Measured                                                   14.50%         25.00%

      EXPANDED LOCAL CALLING
      Extended Area Service                                                17.50%         17.50%

      VERTICAL SERVICES
      Anonymous Call Rejection                                             23.00%         23.00%
      Repeat Dialing (Auto Redial)                                         23.00%         23.00%
      Repeat Dialing - Per Use (Auto Redial - Usage Sensitive)             23.00%         23.00%
      Call Blocker                                                         23.00%         23.00%
      Call Forwarding                                                      23.00%         23.00%
      Call Forwarding - Busy Line                                          23.00%         23.00%
      Call Forwarding - Busy Line/Don't Answer                             23.00%         23.00%
      Call Forwarding - Don't Answer                                       23.00%         23.00%
      Automatic Call-Back (Call Return)                                    23.00%         23.00%
      Automatic Call-Back Per Use (Call Return - Usage Sensitive)          23.00%         23.00%
</TABLE>

<PAGE>


TBD- To be determined
NRO- Nonrecurring only
ICB- Individual Case Basis
NA- Not Applicable

                                    AMERITECH
                                TELEPHONE COMPANY
                                    WISCONSIN
                                      Rates
                                 January 7, 2000

                                                                APPENDIX PRICING
                                                       AM-WI/essential.com, INC.

<TABLE>
<CAPTION>

<S>                                                                        <C>               <C>
      Call Trace                                                           23.00%            23.00%
      Call Waiting                                                         23.00%            23.00%
      Caller ID with Name (Calling Name)                                   23.00%            23.00%
      Caller ID (Calling Number)                                           23.00%            23.00%
      Multi-Ring Service - 1 (Personalized Ring- 1 dependent number)       23.00%            23.00%
      Multi-Ring Service - 2 (Personalized Ring - 2 dependent              23.00%            23.00%
      numbers - 1st dependent number)
      Remote Access to Call Forwarding (GF)                                 0.00%             0.00%
      RCF, Interstate, Interexchange                                       23.00%            23.00%
      RCF, Intrastate                                                      23.00%            23.00%
      RCF, Interstate, International                                       23.00%            23.00%
      RCF, Intrastate, Interexchange                                       23.00%            23.00%
      RCF to 800                                                           23.00%            23.00%
      RCF Additional                                                       23.00%            23.00%
      Selective Call Forwarding                                            23.00%            23.00%
      Speed Calling 8                                                      23.00%            23.00%
      Three Way Calling                                                    23.00%            23.00%
      Call Screening                                                       23.00%            23.00%
      Busy Line Transfer                                                   23.00%            23.00%
      Alternate Answer                                                     23.00%            23.00%
      Message Waiting - Tone                                               23.00%            23.00%
      Easy Call                                                            23.00%            23.00%
      AMERITECH Privacy Manager                                            23.00%            23.00%
      Name and Number Delivery Service                                     23.00%            23.00%

      ISDN
      ISDN                                                                  9.75%             9.75%

      DIRECTORY ASSISTANCE SERVICES
      Directory Assistance SERVICES                                        15.00%            15.00%
      Local Operator Assistance Service                                    15.00%            15.00%

      OTHER

      Grandfathered Services                                                0.00%             0.00%
      Promotions (Greater than 90 Days)                                    23.00%            23.00%
      TouchTone                                                            23.00%            23.00%
      Home Services Packages                                               23.00%            23.00%
      900/976 Call  Backing (900/976 Call Restriction)                          0%                0%
      976 (976 Information Delivery Service)                                   0%                0%
      Access Services (See Access Tariff)                                      0%                0%
      Additional Directory Listings                                        15.00%            15.00%
      Carrier Disconnect Service (Company initiated Suspension                 0%                0%
      Service)
      Connection Services                                                  25.00%            25.00%
      Premise Services/Line Backer (Maintenance of Service Charges)            0%                0%
      Shared Tenant Service                                                    0%                0%

      TOLL
      Toll                                                                 21.50%            21.50

      ELECTRONIC BILLING INFORMATION DATA (DAILY USAGE)                    $0.00
        per message
      LOCAL DISCONNECT REPORT (LDR)
        Per WTN                                                            $0.00

      LINE CONNECTION CHARGE
      Residence                                                                                N/A
      Business                                                                                 N/A

      SERVICE ORDER/SERVICE REQUEST CHARGE
      Residence                                                                             $26.25
      Business                                                                              $31.90

      NON-ELECTRIC (MANUAL) SERVICE ORDER CHARGE
      Residence                                                                              $9.02
      Business                                                                               $9.02
</TABLE>