<PAGE>
                                                                 Exhibit 10.23

                                     RESALE
                                    AGREEMENT

                                     BETWEEN

                          U S WEST COMMUNICATIONS, INC.

                                       AND

                               essential.com, inc.
     (d.b.a. essential.com, inc. - Your Energy & Communications Superstore)

                                       FOR

                                     ARIZONA


                                      Page i
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                                TABLE OF CONTENTS

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

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

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

    (A)3. TERMS AND CONDITIONS ...............................................................................4
       (A)3.1 General Provisions .............................................................................4
       (A)3.2 Term of Agreement...............................................................................4
       (A)3.3 Proof of Authorization..........................................................................5
       (A)3.4 Payment.........................................................................................5
       (A)3.5 Taxes...........................................................................................7
       (A)3.6 Force Majeure...................................................................................7
       (A)3.7 Limitation of Liability.........................................................................7
       (A)3.8 Indemnity.......................................................................................8
       (A)3.9 Intellectual Property...........................................................................9
       (A)3.10 Warranties...................................................................................12
       (A)3.11 Assignment....................................................................................12
       (A)3.12 Default.......................................................................................13
       (A)3.13 Disclaimer of Agency..........................................................................13
       (A)3.14 Nondisclosure.................................................................................13
       (A)3.15 Survival......................................................................................15
       (A)3.16 Dispute Resolution............................................................................15
       (A)3.17 Controlling Law...............................................................................16
       (A)3.18 Joint Work Product............................................................................16
       (A)3.19 Responsibility for Environmental Contamination................................................17
       (A)3.20 Notices.......................................................................................17
       (A)3.21 Responsibility of Each Party .................................................................17
       (A)3.22 No Third Party Beneficiaries .................................................................18
       (A)3.23 Referenced Documents .........................................................................18
       (A)3.24 Publicity ....................................................................................18
       (A)3.25 Amendment ....................................................................................18
       (A)3.26 Executed in Counterparts .....................................................................19
       (A)3.27 Headings of No Force or Effect ...............................................................19
       (A)3.28 Regulatory Approval ..........................................................................19
       (A)3.29 Compliance ...................................................................................19
       (A)3.30 Compliance with the Communications Assistance for Law Enforcement Act
       of 1994 ("CALEA") ....................................................................................19
       (A)3.31 Cooperation ..................................................................................19
       (A)3.32 Availability of Other Agreements .............................................................20


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

    (B)1. Description .......................................................................................21

    (B)2. Terms and Conditions ..............................................................................21

    (B)3. Rates and Charges .................................................................................24


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                                TABLE OF CONTENTS
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    (B)4. Ordering Process ..................................................................................26

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

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

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

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

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

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

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

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

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

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

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

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

PART E - ARIZONA RATES ......................................................................................61

PART F - SIGNATURE...........................................................................................63

</TABLE>


                                    Page iii
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                                                                          Part A
                                                                   General Terms

                             PART A - GENERAL TERMS

          This Resale Agreement is between essential.com, inc. (d.b.a.
essential.com, inc. - Your Energy & Communications Superstore) ("RESELLER"), a
Delaware corporation, and U S WEST Communications, Inc. ("USW") a Colorado
corporation.

(A)1.     SCOPE OF AGREEMENT

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

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

          (A)1.3    This Agreement sets forth the terms, conditions and prices
                    under which USW agrees to provide services for resale to
                    RESELLER, all for the sole purpose of providing
                    Telecommunications Services.


                                                                        Page 1
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                                                                          Part A
                                                                   General Terms

          (A)1.4   In the performance of their obligations under this Agreement,
                   the Parties shall act in good faith and consistently with
                   the intent of the Act. Where notice, approval or similar
                   action by a Party is permitted or required by any provision
                   of this Agreement, (including, without limitation, the
                   obligation of the Parties to further negotiate the
                   resolution of new or open issues under this Agreement) such
                   action shall not be unreasonably delayed, withheld or
                   conditioned.

          (A)1.5   USW may make services and features available to RESELLER for
                   resale under this Agreement consistent with the way they are
                   available to USW end users, without a formal amendment to
                   this Agreement. Nothing herein prevents either Party from
                   raising other issues through additional good faith
                   negotiations.

          (A)1.6   This Agreement is structured in the following format:

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

          (A)1.7   Prior to placing any orders for services under this
                   Agreement, the Parties will jointly complete USW's "Reseller
                   Questionnaire". This questionnaire will then be used to:

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

          (A)2.    DEFINITIONS

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

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

          (A)2.3    "Basic Exchange Telecommunications Service" means a service
                    offered to end users which provides the end user with a
                    telephonic connection to, and a unique local telephone
                    number address on the public switched telecommunications


                                                                        Page 2
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                                                                          Part A
                                                                   General Terms

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

          (A)2.4    "Commission" means the Corporation Commission in the state
                    of Arizona.

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

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

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

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

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

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

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

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

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


                                                                        Page 3
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                                                                          Part A
                                                                   General Terms

                    the provision of fixed and mobile satellite service shall be
                    treated as common carriage.

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

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

(A)3.     TERMS AND CONDITIONS

          (A)3.1    GENERAL PROVISIONS

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

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

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

          (A)3.2    TERM OF AGREEMENT

                    This Agreement shall become effective upon Commission
                    approval, pursuant to Sections 251 and 252 of the Act, shall
                    terminate on March 18, 2002, and shall be binding upon the
                    Parties during that term, notwithstanding Section 252(i) of
                    the Act. After the date specified above, this Agreement
                    shall continue in force and effect until terminated by
                    either Party providing one hundred sixty (160) days written
                    notice of termination to the other Party. The day the notice
                    is served will determine the starting point for a 160-day
                    negotiation period (in accordance with 252(b)1 of the Act.
                    In the event of such termination, existing or pending
                    service arrangements made available under this Agreement
                    shall continue in total without interruption under either a)
                    a new or adoption agreement executed by the Parties, or b)
                    tariff terms and conditions generally available to all
                    resellers.

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


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                                                                          Part A
                                                                   General Terms

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

          (A)3.3    PROOF OF AUTHORIZATION

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

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

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

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

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

          (A)3.4    PAYMENT

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

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

                              USW may disconnect for the failure by RESELLER to
                              make full payment for the services provided under
                              this Agreement within sixty (60) days of the due
                              date on RESELLER's bill. RESELLER


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                                                                          Part A
                                                                   General Terms

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

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

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

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

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


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                                                                      Part A
                                                               General Terms

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

(A)3.5    TAXES

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

(A)3.6    FORCE MAJEURE

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

(A)3.7    LIMITATION OF LIABILITY

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

         (A)3.7.2  Neither Party shall be liable to the other for indirect,
                   incidental, consequential, or special damages, including
                   (without limitation) damages for lost profits, lost
                   revenues, lost savings suffered by the other Party
                   regardless of the form of action, whether in contract,


                                                                        Page 7
<PAGE>
                                                                        Part A
                                                                 General Terms

                      warranty, strict liability, tort, including (without
                      limitation) negligence of any kind and regardless of
                      whether the Parties know the possibility that such
                      damages could result.

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

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

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

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

(A)3.8     INDEMNITY

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

                      (A)3.8.1.1 Except for claims made by end users of one
                                 Party against the other Party, which
                                 claims are based on defective or faulty
                                 services provided by the other Party to
                                 the one Party, each of the Parties agree
                                 to release, indemnify, defend and hold
                                 harmless the other Party and each of its
                                 officers, directors, employees and agents
                                 (each an "Indemnitee") from and against
                                 and in respect of any loss, debt,
                                 liability, damage, obligation, claim,
                                 demand, judgment or settlement of any
                                 nature or kind, known or unknown,
                                 liquidated or unliquidated including, but
                                 not limited to, costs and attorneys' fees,
                                 whether suffered, made, instituted, or
                                 asserted by any other party or person, for
                                 invasion of privacy, personal injury to or
                                 death of any person or persons, or for
                                 loss, damage to, or destruction of
                                 property, whether or not owned by others,
                                 resulting from the indemnifying Party's
                                 performance, breach of applicable law, or
                                 status of its employees, agents and
                                 subcontractors; or for failure to


                                                                        Page 8
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                                                                        Part A
                                                                 General Terms

                                 perform under this Agreement, regardless
                                 of the form of action.

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

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

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

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

                      (A)3.8.2.2 The indemnifying Party shall have sole
                                 authority to defend any such action,
                                 including the selection of legal counsel,
                                 and the indemnified Party may engage
                                 separate legal counsel only at its sole
                                 cost and expense.

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

(A)3.9     INTELLECTUAL PROPERTY

           (A)3.9.1   Each Party hereby grants to the other Party the
                      limited, personal and nonexclusive right and license to
                      use its patents, copyrights and trade secrets but only
                      to the extent necessary to implement this Agreement or
                      specifically required by the then applicable federal
                      and state rules and regulations relating to
                      Interconnection and access to


                                                                        Page 9
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                                                                       Part A
                                                                General Terms


                       telecommunications facilities and services, and for no
                       other purposes. Nothing in this Agreement shall be
                       construed as the grant to the other Party of any rights
                       or licenses to trademarks.

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

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

            (A)3.9.4   Except as expressly provided in this Intellectual
                       Property Section, nothing in this Agreement shall be
                       construed as the grant of a license, either express or
                       implied, with respect to any patent, copyright, logo,
                       trademark, trade name, trade secret or any other
                       intellectual property right now or hereafter owned,
                       controlled or licensable by either Party. Neither Party
                       may use any patent, copyright, logo, trademark, trade
                       name, trade secret or other intellectual property
                       rights of the other Party or its affiliates without
                       execution of a separate agreement between the Parties.

            (A)3.9.5   Neither Party shall without the express written
                       permission of the other Party, state or imply that: 1)
                       it is connected, or in any way affiliated with the
                       other or its affiliates, 2) it is part of a joint
                       business association or any similar arrangement with
                       the other or its affiliates, 3) the other Party and its
                       affiliates are in any way sponsoring, endorsing or
                       certifying it and its goods and services, or 4) with
                       respect to its advertising or promotional activities or
                       materials, that the resold goods and services are in
                       any way associated with or


                                                                        Page 10
<PAGE>



                                                                      Part A
                                                               General Terms


                       originated from the other or any of its affiliates.
                       Nothing in this paragraph shall prevent either Party
                       from truthfully describing the network elements it uses
                       to provide service to its end users, provided it does
                       not represent the network elements as originating from
                       the other Party or its affiliates.

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

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

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

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

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

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

                       (A)3.9.6.6 Upon termination of RESELLER's right to
                                  use the Authorized Phrase or termination
                                  of this Agreement, all permission or right
                                  to use the Authorized Phrase shall
                                  immediately cease to exist and RESELLER
                                  shall immediately cease any and all such
                                  use of the Authorized Phrase. RESELLER
                                  shall either promptly return to USW or
                                  destroy all materials in its possession or
                                  control displaying the Authorized Phrase.

            (A)3.9.7   RESELLER acknowledges the value of the marks "U S WEST"
                       and "U S WEST Communications" (the "Marks") and the
                       goodwill associated therewith and acknowledges that such
                       goodwill is a property right belonging to U S WEST, Inc.
                       and USW respectively (the "Owners"). RESELLER recognizes
                       that nothing contained in this Agreement is intended as
                       an assignment or grant to RESELLER of


                                                                        Page 11
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                                                                       Part A
                                                                General Terms


                       any right, title or interest in or to the Marks and that
                       this Agreement does not confer any right or license to
                       grant sublicenses or permission to third parties to use
                       the Marks and is not assignable. RESELLER will do nothing
                       inconsistent with the Owner's ownership of the Marks, and
                       all rights, if any, that may be acquired by use of the
                       Marks shall inure to the benefit of the Owners. RESELLER
                       will not adopt, use (other than as authorized herein),
                       register or seek to register any mark anywhere in the
                       world which is identical or confusingly similar to the
                       Marks or which is so similar thereto as to constitute a
                       deceptive colorable imitation thereof or to suggest or
                       imply some association, sponsorship, or endorsement by
                       the Owners. The Owners make no warranties regarding
                       ownership of any rights in or the validity of the Marks.

 (A)3.10    WARRANTIES

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

 (A)3.11    ASSIGNMENT

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

            (A)3.11.2  Without limiting the generality of the foregoing
                       subsection, any merger, dissolution, consolidation or
                       other reorganization of RESELLER, or any sale, transfer,
                       pledge or other disposition by RESELLER of securities
                       representing more than 50% of the securities entitled to
                       vote in an election of RESELLER's board of directors or
                       other similar governing body, or any sale, transfer,
                       pledge or other disposition by RESELLER of substantially
                       all of its assets, shall be deemed a transfer of control.
                       If any entity, other than


                                                                        Page 12
<PAGE>

                                                                          Part A
                                                                   General Terms

                                 RESELLER, involved in such merger, dissolution,
                                 consolidation, reorganization, sale, transfer,
                                 pledge or other disposition of RESELLER has an
                                 interconnection agreement with USW, the Parties
                                 agree that only one agreement, either this
                                 Agreement or the interconnection agreement of
                                 the other entity, will remain valid. All other
                                 interconnection agreements will be terminated.
                                 The Parties agree to work together to determine
                                 which interconnection agreement should remain
                                 valid and which should terminate. In the event
                                 the Parties cannot reach agreement on this
                                 issue, the issue shall be resolved through the
                                 Dispute Resolution process contained in this
                                 Agreement.

           (A)3.12    DEFAULT

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

           (A)3.13    DISCLAIMER OF AGENCY

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

           (A)3.14    NONDISCLOSURE

                      (A)3.14.1  All information, including but not limited to
                                 specifications, microfilm, photocopies,
                                 magnetic disks, magnetic tapes, drawings,
                                 sketches, models, samples, tools, technical
                                 information, data, employee records, maps,
                                 financial reports, and market data, (i)
                                 furnished by one Party to the other Party
                                 dealing with end user specific, facility
                                 specific, or usage specific information, other
                                 than end user information communicated for the
                                 purpose of providing directory assistance or
                                 publication of directory database, or (ii) in
                                 written, graphic, electromagnetic, or -other
                                 tangible form and marked at the time of
                                 delivery as "Confidential" or "Proprietary", or
                                 (iii) communicated and declared to the
                                 receiving Party at the time of delivery, or by
                                 written


                                                                        Page 13
<PAGE>

                                                                          Part A
                                                                   General Terms

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

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

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

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

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

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

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

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

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


                                                                        Page 14
<PAGE>

                                                                          Part A
                                                                   General Terms

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

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

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

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

           (A)3.15    SURVIVAL

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

           (A)3.16    DISPUTE RESOLUTION

                      (A)3.16.1  If any claim, controversy or dispute between
                                 the Parties, their agents, employees, officers,
                                 directors or affiliated agents should arise,
                                 and the Parties do not resolve it in the
                                 ordinary course of their dealings (the
                                 "Dispute"), then it shall be resolved in
                                 accordance with the dispute resolution process
                                 set forth in this Section. Each notice of
                                 default, unless cured within the applicable
                                 cure period, shall be resolved in accordance
                                 herewith.

                      (A)3.16.2  At the written request of either Party, and
                                 prior to any other formal dispute resolution
                                 proceedings, each Party shall designate an
                                 officer-level employee, at no less than the
                                 vice president level, to review, meet, and
                                 negotiate, in good faith, to resolve the
                                 Dispute. The Parties intend that these
                                 negotiations be conducted by non-lawyer,
                                 business representatives, and the locations,
                                 format, frequency, duration, and conclusions of
                                 these discussions shall be at the discretion of
                                 the representatives. By mutual agreement, the
                                 representatives may use other procedures, such
                                 as mediation, to assist in these negotiations.
                                 The discussions and correspondence


                                                                        Page 15
<PAGE>

                                                                          Part A
                                                                   General Terms

                                 among the representatives for the purposes of
                                 these negotiations shall be treated as
                                 Confidential Information developed for purposes
                                 of settlement, and shall be exempt from
                                 discovery and production, and shall not be
                                 admissible in any subsequent arbitration or
                                 other proceedings without the concurrence of
                                 both of the Parties.

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

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

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

           (A)3.17    CONTROLLING LAW

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

           (A)3.18    JOINT WORK PRODUCT

                      This Agreement is the joint work product of the Parties
                      and has been negotiated by the Parties and their
                      respective counsel and shall be fairly interpreted in


                                                                        Page 16
<PAGE>

                                                                          Part A
                                                                   General Terms

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

           (A)3.19    RESPONSIBILITY FOR ENVIRONMENTAL CONTAMINATION

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

           (A)3.20    NOTICES

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

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

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

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

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

           (A)3.21    RESPONSIBILITY OF EACH PARTY

                      Each Party is an independent contractor, and has and
                      hereby retains the right to exercise full control of and
                      supervision over its own performance of its obligations
                      under this Agreement and retains full control over the
                      employment, direction, compensation and discharge of all
                      employees assisting in the performance of such
                      obligations. Each Party will be solely responsible for all
                      matters relating to payment of such employees, including
                      compliance with social security taxes,


                                                                        Page 17
<PAGE>

                                                                          Part A
                                                                   General Terms

                      withholding taxes and all other regulations governing such
                      matters. Each Party will be solely responsible for proper
                      handling, storage, transport and disposal at its own
                      expense of all (i) substances or materials that it or its
                      contractors or agents bring to, create or assume control
                      over at work locations or, (ii) waste resulting therefrom
                      or otherwise generated in connection with its or its
                      contractors' or agents' activities at the work locations.
                      Subject to the limitations on liability and except as
                      otherwise provided in this Agreement, each Party shall be
                      responsible for (i) its own acts and performance of all
                      obligations imposed by applicable law in connection with
                      its activities, legal status and property, real or
                      personal and, (ii) the acts of its own affiliates,
                      employees, agents and contractors during the performance
                      of that Party's obligations hereunder.

           (A)3.22    NO THIRD PARTY BENEFICIARIES

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

           (A)3.23    REFERENCED DOCUMENTS

                      All references to Sections shall be deemed to be
                      references to Sections of this Agreement unless the
                      context shall otherwise require. Whenever any provision of
                      this Agreement refers to a technical reference, technical
                      publication, RESELLER practice, USW practice, any
                      publication of telecommunications industry administrative
                      or technical standards, or any other document specifically
                      incorporated into this Agreement, it will be deemed to be
                      a reference to the most recent version or edition
                      (including any amendments, supplements, addenda, or
                      successors) of such document that is in effect, and will
                      include the most recent version or edition (including any
                      amendments, supplements, addenda, or successors) of each
                      document incorporated by reference in such a technical
                      reference, technical publication, RESELLER practice, USW
                      practice, or publication of industry standards. USW will
                      not implement changes in the most recent version or
                      edition in the documents described above when such changes
                      are optional. The existing configuration of either Party's
                      network may not be in immediate compliance with the latest
                      release of applicable referenced documents.

           (A)3.24    PUBLICITY

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

           (A)3.25    AMENDMENT

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


                                                                        Page 18
<PAGE>

                                                                          Part A
                                                                   General Terms

           (A)3.26    EXECUTED IN COUNTERPARTS

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

           (A)3.27    HEADINGS OF NO FORCE OR EFFECT

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

           (A)3.28    REGULATORY APPROVAL

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

           (A)3.29    COMPLIANCE

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

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

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

           (A)3.31    COOPERATION

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


                                                                        Page 19
<PAGE>

                                                                          Part A
                                                                   General Terms

           (A)3.32    AVAILABILITY OF OTHER AGREEMENTS

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


                                                                        Page 20
<PAGE>

                                                                          Part B
                                                                          Resale

                                 PART B - RESALE

(B)1.      DESCRIPTION

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

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

(B)2.      TERMS AND CONDITIONS

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

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

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

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


                                                                        Page 21
<PAGE>

                                                                          Part B
                                                                          Resale

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

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

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

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

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

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

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

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


                                                                        Page 22
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                                                                          Part B
                                                                          Resale

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

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

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

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

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

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


                                                                        Page 23
<PAGE>

                                                                          Part B
                                                                          Resale

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

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

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

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

(B)3.      RATES AND CHARGES

           (B)3.1     The Telecommunications Services identified in Part E are
                      available for resale at the wholesale discount percentage
                      shown in Part E. Telecommunications


                                                                        Page 24
<PAGE>

                                                                          Part B
                                                                          Resale

                      Services available for resale but excluded from the
                      wholesale pricing arrangement in this Agreement are
                      available at the retail Tariff rates.

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

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

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

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

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

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

           (B)3.8     The wholesale discount rates (the "Rates") in Part E were
                      established in Docket Nos. U-3021-96-448, et al., Opinion
                      and Order, Decision No. 60635, "In the Matter of the
                      Petition of MCIMetro Access Transmission Services, Inc.
                      for Arbitration of the Rates, Terms, and Conditions of
                      Interconnection with U S WEST Communications, Inc.
                      Pursuant to 47 U.S.C. Sec. 252(b) of the
                      Telecommunications Act of 1996." The Parties agree that
                      the Rates in this Agreement will remain in effect as
                      described below until the exhaustion of all appeals, if
                      any, of the final order in this docket.

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

           (B)3.10    USW shall have a reasonable time necessary to make the
                      system changes necessary to implement and bill the changed
                      rates.


                                                                        Page 25
<PAGE>

                                                                          Part B
                                                                          Resale

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

(B)4.      ORDERING PROCESS

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

           (B)4.2     RESELLER shall transmit to USW all information necessary
                      for the ordering (billing, listing and other information),
                      installation, repair, maintenance and post-installation
                      servicing according to USW's standard procedures, as
                      described in the USW Interconnect & Resale Resource Guide
                      available on USW's Web site. Information shall be provided
                      using USW`s designated Local Service Request (LSR) format
                      which may include the LSR, end user and resale forms,
                      RESELLER must send USW complete and accurate end user
                      listing information for Directory Assistance, Directory
                      Listings, and 911 Emergency Services using USW's
                      designated resale directory listing order forms. When
                      USW`s end user or the end user's new service provider
                      orders the discontinuance of the end user's existing
                      service in anticipation of moving to another service
                      provider, USW will render its closing bill to the end user
                      effective with the disconnection. If another service
                      provider, RESELLER's end user or RESELLER requests that
                      service be discontinued from RESELLER and subsequently
                      USW`s service to RESELLER is discontinued USW will issue a
                      bill to RESELLER for that portion of the service provided
                      to RESELLER.. USW will notify RESELLER by FAX, OSS
                      interface or other agreed upon processes, in accordance
                      with the OSS section of this Agreement when an end user
                      moves to another service provider. USW will not provide
                      RESELLER with the name of the other service provider
                      selected by the end user.

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

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


                                                                        Page 26
<PAGE>

                                                                          Part B
                                                                          Resale

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

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

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

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

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

(B)5.      BILLING

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

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

(B)6.      MAINTENANCE AND REPAIR

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

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

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


                                                                        Page 27
<PAGE>

                                                                          Part C
                                                              Directory Listings

                     PART C - WHITE PAGES DIRECTORY LISTINGS

(C)1.      DESCRIPTION

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

(C)2.      TERMS AND CONDITIONS

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

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

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

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

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


                                                                        Page 28
<PAGE>

                                                                          Part C
                                                              Directory Listings

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

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

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

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

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

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

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

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

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

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


                                                                        Page 29
<PAGE>

                                                                          Part C
                                                              Directory Listings

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

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


                                                                        Page 30
<PAGE>

                                                                          Part D
                                                        Miscellaneous Provisions

                        PART D- MISCELLANEOUS PROVISIONS

(D)1.      NETWORK SECURITY

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

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

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

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

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

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

           (D)2.1     Description

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


                                                                        Page 31
<PAGE>

                                                                          Part D
                                                        Miscellaneous Provisions

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

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

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

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

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

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

                                                                        Page 32
<PAGE>

                                                                          Part D
                                                        Miscellaneous Provisions

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

                                 (D)2.2.1.4 Functions

                                     (D)2.2.1.4.1 Pre-ordering

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

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

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

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


                                                                        Page 33
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                                                                          Part D
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                                 (D)2.2.1.4.1.4 Check Facility Availability will
                                            provide an indication of whether
                                            existing facilities are available or
                                            if new facilities are required, and
                                            if a technician must be dispatched
                                            to provide the facilities requested
                                            at the end user's address. This
                                            transaction does not reserve
                                            facilities and does not guarantee
                                            that facilities will or will not be
                                            available when the order is
                                            submitted.

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

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

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

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

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

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


                                                                        Page 34
<PAGE>

                                                                          Part D
                                                        Miscellaneous Provisions

                                            has been selected and the time limit
                                            was exceeded, an error message will
                                            display. If the error message
                                            displays, an updated list of
                                            available appointments will need to
                                            be requested. If an appointment has
                                            already been reserved for this
                                            Purchase Order Number, the
                                            Appointment Confirmation window will
                                            be displayed and will be
                                            prepopulated with confirmation
                                            number, appointment date and time,
                                            and after and before times.

                                            - Appointments are reserved for a
                                            24-hour business period. If the
                                            appointment is not attached to a
                                            submitted order within 24 business
                                            hours, the appointment is returned.
                                            When the appointment is successfully
                                            reserved, confirmation of the
                                            appointment will be displayed to
                                            RESELLER.

                                 (D)2.2.1.4.2 Ordering and Provisioning

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

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

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


                                                                        Page 35
<PAGE>

                                                                          Part D
                                                        Miscellaneous Provisions

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

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

                    (D)2.2.1.5   Forecast of Usage

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

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

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

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

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


                                                                        Page 36
<PAGE>

                                                                          Part D
                                                        Miscellaneous Provisions

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

                (D)2.2.1.7 Facility Based EDI Listing Process

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

           (D)2.2.2   Maintenance and Repair

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

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

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

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

                 (D)2.2.2.5  Functions


                                                                        Page 37
<PAGE>

                                                                          Part D
                                                        Miscellaneous Provisions

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

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

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

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

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


                                                                        Page 38
<PAGE>

                                                                          Part D
                                                        Miscellaneous Provisions

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

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

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

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

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


                                                                        Page 39
<PAGE>

                                                                          PART D
                                                        MISCELLANEOUS PROVISIONS

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

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

(D)2.3     Hours of Operation

           USW's, electronic interface gateways will be available to Resellers
           according to the following schedule:
<TABLE>
<CAPTION>
           ---------------------------- -------------------- --------------------- -------------------
           Function                     Monday - Friday      Saturday              Sunday
           ---------------------------- -------------------- --------------------- -------------------
<S>                                     <C>                  <C>                   <C>
           IMA Pre-Order & Order        06:00 - 20:00
           ---------------------------- -------------------- --------------------- -------------------
           Exact Order                  06:00 - 19:00        07:00 - 17:00
           ---------------------------- -------------------- --------------------- -------------------
           Repair                       02:15 - 23:15        07:00 - 21:00         13:00 - 17:00
           ---------------------------- -------------------- --------------------- -------------------
</TABLE>

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

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

(D)2.4     Billing

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

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


                                                                         Page 40

<PAGE>

                                                                          Part D
                                                        Miscellaneous Provisions

           (D)2.5     Outputs

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

<TABLE>
                      ----------------------------------------------------------------------------
<S>                                            <C>
                      Usage Record File        Line Usage Information
                      ----------------------------------------------------------------------------
                      Loss and Completion      Order Information
                      ----------------------------------------------------------------------------
                      Category 11              Facility Based Line Usage Information
                      ----------------------------------------------------------------------------
                      SAG/FAM                  Street Address/Facility Availability Information
                      ----------------------------------------------------------------------------
</TABLE>
                      (D)2.5.1   Bills

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

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

                      (D)2.5.2   Files and Reports

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


                                                                         Page 41

<PAGE>

                                                                          Part D
                                                        Miscellaneous Provisions

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

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

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

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

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

                                 This report media is described in Exhibit C.

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


                                                                         Page 42
<PAGE>

                                                                          Part D
                                                        Miscellaneous Provisions

                                 records are used to exchange detailed access
                                 usage information.

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

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

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

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

                                 SAG provides: - Address and Serving Central
                                 Office Information.

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

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

           (D)2.6     Modifications to OSS Interfaces

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


                                                                        Page 43
<PAGE>

                                                                          Part D
                                                        Miscellaneous Provisions

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

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

           (D)2.7     Reseller Responsibilities for Implementation of OSS
                      Interfaces

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

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

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

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

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

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


                                                                        Page 44
<PAGE>

                                                                          Part D
                                                        Miscellaneous Provisions

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

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

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

           (D)2.9     Reseller Support

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

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


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                                                                          Part D
                                                        Miscellaneous Provisions

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

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

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

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

           (D)2.10    Compensation / Cost Recovery

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

(D)3.      U S WEST DEX

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

(D)4.      NOTICE OF CHANGES

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

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


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(D)5.      MAINTENANCE AND REPAIR

           (D)5.1     Service Levels

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

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

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

           (D)5.2     Branding

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

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

           (D)5.3     Service interruptions

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

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


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                                                        Miscellaneous Provisions

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

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

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

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


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

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

           (D)5.4     Trouble Isolation

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

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

           (D)5.5     Inside Wire Maintenance

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

           (D)5.6     Testing/Test Requests/Coordinated Testing

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


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

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

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

           (D)5.7     Workcenter Interfaces

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

           (D)5.8     Misdirected Repair Calls

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

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

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

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

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

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

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

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

           (D)5.9     Major Outages/Restoral/Notification

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

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

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

           (D)5.10    Proactive Maintenance

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

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

           (D)5.11    Hours of Coverage

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

           (D)5.12    Escalations

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

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

           (D)5.13    Dispatch

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

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

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

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

           (D)5.14    Electronic Reporting

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

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

            (D)5.15   Intervals

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

           (D)5.16    Jeopardy Management

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

           (D)5.17    Trouble Screening

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

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

           (D)5.18    Maintenance Standards

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

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

           (D)5.19    End User Interfaces

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

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

           (D)5.20    Repair Call Handling

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

           (D)5.21    Single Point of Contact

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

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

           (D)5.22    Maintenance Windows

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

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

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

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(D)6.      SERVICE PERFORMANCE

           (D)6.1     General Provisions

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

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

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

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

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

           (D)6.2     Service Performance Indicators

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

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

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                                                                          Part D
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           (D)6.2.1   Core Performance Indicators

                      (D)6.2.1.1 Gateway Availability Indicator

                      GA-1       Gateway Availability - via Human-to-Computer
                                 Interface (percent).
                      GA-2       Gateway Availability - via Computer-to-Computer
                                 Interface (percent).

                      (D)6.2.1.2 Pre-Ordering Indicators

                      PO-1       Pre-Order/Order Response times

                                 A.         Appointment Scheduling (Due Date
                                            Reservation, where appointment is
                                            required)
                                 B.         Feature Function and Service
                                            Availability Information
                                 C.         Facility Availability
                                 D.         Street Address Validation
                                 E.         Customer Service Records
                                 F.         Telephone Number

                      (D)6.2.1.3 Ordering and Provisioning Indicators

                      OP-1       Speed of Answer - Interconnect Provisioning
                                 Center (average)
                      OP-2       Calls Answered within 20 Seconds -
                                 Interconnect Provisioning Center (percent)
                      OP-3       Installation Commitments Met (percent)
                      OP-4       Installation Interval (average)
                      OP-5       Installation Trouble Reports (percent)|
                      OP-6       Delayed Days (average)

                      (D)6.2.1.4 Maintenance and Repair Indicators

                      MR-1       Speed of Answer - Interconnect Repair Center
                                 (average)
                      MR-2       Percent Calls Answered Within 20 Seconds -
                                 Interconnect Repair Center (percent)
                      MR-3       Out of Service Cleared Within 24 hours -
                                 Non-Designed Repair Process (percent)
                      MR-4       All Troubles Cleared Within 48 hours -
                                 Non-Designed Repair Process (percent)
                      MR-5       All Troubles Cleared Within 4 hours - Designed
                                 Repair Process (percent)
                      MR-6       Mean Time to Restore - Non-Designed Repair
                                 Process (average)
                      MR-7       Repair Repeat Report Rate (percent)
                      MR-8       Trouble Rate (percent)

                                                                  Page 54
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                                                                          Part D
                                                        Miscellaneous Provisions

                      (D)6.2.1.5 Billing Indicators

                      BI-1       Mean Time to Provide USW Recorded Usage Records
                                 ((average)
                      BI-2       Mean Time to Deliver Invoices (average)

                      BI-3       Billing Accuracy

                      (D)6.2.1.6 Emergency Services

                      ES-1       ALI Database Updates Completed Within 24 hours
                                 (percent)
                      ES-2       911/E911 Emergency Services Trunk Installation
                                 Interval (average)

                      (D)6.2.1.7 Directory Assistance

                      DA-1       Speed of Answer - Directory Assistance
                                 (average)
                      DA-2       Calls Answered Within Ten Seconds - Directory
                                 Assistance (percent)

                      (D)6.2.1.8 Operator Services

                      OS-1       Speed of Answer - Operator Services (average)
                      OS-2       Calls Answered Within Ten Seconds - Operator
                                 Services (percent)

                      (D)6.2.2   Diagnostic Indicators

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

                      (D)6.2.2.1 Pre-Order/Ordering

                      DPO-1      Electronic Flow - Through of Local Service
                                 Requests (LSRs) to the Service Order Processor
                                 (percent)
                      DPO-2      LSR Rejection Notice Interval (average)
                      DPO-3      LSRs Rejection (percent)
                      DPO-4      Firm Order Confirmation (FOC) Interval
                                 (average)
                      DPO-5      Pre-Order/Order Response Times for USW Retail
                                 Transactions (average)
                      DPO-6      Completion Notifications Transmitted Within 24
                                 hours (percent)
                      DPO-7      Completion Notification Interval (average)

                      (D)6.2.2.2 Ordering and Provisioning

                      DOP-1      RESELLER or RESELLER's Customer - Caused
                                 Installation Misses (percent)
                      DOP-2      Delayed Orders Completed equal to greater than
                                 15 days past the Commitment Date (percent)


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                      DOP-3      Delayed Orders Completed equal to or greater
                                 than 90 days past the Commitment Date (percent)
                      DOP-4      RESELLER or RESELLER's Customer-Caused
                                 Coordinated Cutover Misses (percent)

                      (D)6.2.2.3 Maintenance and Repair

                      DMR-1      RESELLER or RESELLER's Customer-Caused Trouble
                                 Reports (percent)
                     D)6.2.2.4 Access to OSS Functions:
                      (GA-1)     Gateway Availability - Human-to-Computer
                                 Interface (percent)
                      (GA-2)     Gateway Availability - Computer-to-Computer
                                 Interface (percent)
                      (PO-1)     Per-Order/Order Response Times (average)
                      (OP-1 and MR-1) Speed of Answer - Provisioning and
                                 Repair Centers (average)
                      (OP-2 and MR-2) Calls Answered Within 20 Seconds
                                 Provisioning and Repair Centers (percent)
                      (BI-1)     Mean Time to Provide USW - Recorded Usage
                                 Records
                      (BI-2)     Mean Time to Deliver Invoices
                      (B1-3)     Billing Accuracy

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

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

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

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

                                                                  Page 56
<PAGE>



                                                                          Part D
                                                        Miscellaneous Provisions

           (D)6.3     Service Quality Performance Results Reports

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

           (D)6.4     Performance Results Provided to Reseller

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

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

           (D)6.6     Service Performance - Reported Events

                      (D)6.6.1   When applicable, USW will report
                                 service-related performance results for all
                                 "events". An "event" is the activity that
                                 generates the measurement.
                      (D)6.6.2   The Parties will report RESELLER results
                                 referenced above provided that RESELLER has
                                 ordered and is utilizing the services reported;
                      (D)6.6.3   USW will provide the reports on a calendar
                                 monthly basis. These reports will be provided
                                 within forty-five (45) calendar days of the
                                 close of the preceding month.

           (D)6.7     Self Executing Remedies

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

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

                                                                  Page 57
<PAGE>

                                                                          Part D
                                                        Miscellaneous Provisions

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

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

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

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

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

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

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

                                                                  Page 58
<PAGE>

                                                                          Part D
                                                        Miscellaneous Provisions

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

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

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

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

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

           (D)6.8     Delaying Events

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

                      (D)6.8.2   A "Delaying Event" means:

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

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

                                 (D)6.8.2.3 Any Force Majeure Event.

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

                                                                  Page 59
<PAGE>

                                                                          Part D
                                                        Miscellaneous Provisions

           (D)6.9     Records Retention for Service Performance Indicators

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

           (D)6.10    Joint Defense and Advocacy

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

           (D)6.11    Cost Recovery

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

                                                                  Page 60
<PAGE>

                                                                          Part E
                                                                   Arizona Rates

                             PART E - ARIZONA RATES
                   LOCAL EXCHANGE SERVICES RESALE OF SERVICES

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

1. Nonrecurring Charges.

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

<TABLE>
<CAPTION>

CATEGORY OF SERVICE                            PER LINE NONRECURRING CHARGE
-------------------                            ----------------------------
<S>                                            <C>
     - RESIDENCE                                          $ 5.00
     - BUSINESS                                           $ 5.00
     - ISDN                                               $ 5.00
     - PRIVATE LINE TRANSPORT
         First Circuit                                    $45.08
         Additional Circuit, Same CSR                     $31.19
     - ADVANCED COMM. SVC., PER CIRCUIT                   $50.48
</TABLE>

           b.         Product Specific Nonrecurring Charge: As set forth in USW
                      tariffs, the product specific nonrecurring charges,
                      discounted by 18%, will apply when additional lines or
                      trunks are added or when the end user adds features or
                      services to existing lines or trunks.

2. Basic Residential Line service 12%, Basic Business Line Service 18%. Except
as qualified below, all other USW telecommunications services shall be available
for resale at an 18% discount.

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

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

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


                                                                        Page 61
<PAGE>

                                                                          Part E
                                                                   Arizona Rates

           d.         IntraLATA Toll Charges: RESELLER shall have their choice
                      of obtaining USW provided intraLATA toll for resale at an
                      18% discount or, in Arizona, providing their own IntraLATA
                      toll, or obtaining their IntraLATA toll from a third
                      party.

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


                                                                        Page 62
<PAGE>

                                                                          Part F
                                                                       Signature

                               PART F - SIGNATURE

ENTIRE AGREEMENT

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

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

ESSENTIAL.COM, INC.                       US WEST COMMUNICATIONS, INC.
(D.B.A. ESSENTIAL.COM, INC. - YOUR
ENERGY & COMMUNICATIONS SUPERSTORE)


/s/ Akhil Garland                         /s/ E. J. Stamp for
------------------------------------      ------------------------------------
Signature                                 Signature

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

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

25 Jan 2000                               01-28-00
------------------------------------      ------------------------------------
Date                                      Date


                                                                        Page 63