<PAGE>
                                                                   Exhibit 10.24

                                     RESALE
                                    AGREEMENT

                                     BETWEEN

                         U S WEST COMMUNICATIONS, INC.

                                       AND

                                  ESSENTIAL.COM

                                       FOR

                                   NEW MEXICO

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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


</TABLE>
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<TABLE>
                              TABLE OF CONTENTS
<S>                                                                          <C>
(B)4. Ordering Process ......................................................26
(B)5. Billing ...............................................................27
(B)6. Maintenance and Repair ................................................27

PART C - WHITE PAGES DIRECTORY LISTINGS .....................................28
(C)1. Description ...........................................................28

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

PART D- MISCELLANEOUS PROVISIONS ............................................31
(D)1. Network Security ......................................................31
(D)2. Access To Operational Support Systems (OSS)............................31
(D)3. U S WEST Dex ..........................................................46
(D)4. Notice Of Changes .....................................................46
(D)5. Maintenance and Repair ................................................47
(D)6. Service Performance ...................................................53

PART E - NEW MEXICO 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 ("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 New Mexico 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 New Mexico State 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.

      (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


                                                                          Page 1
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                                                                          Part A
                                                                   General Terms

                  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 network, and
                  which enables such end user to generally place calls to, or
                  receive calls from, other stations on the public switched
                  telecommunications network.

                                                                          Page 2
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                                                                          Part A
                                                                   General Terms

                  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 State Corporation Commission in the
                  state of New Mexico.

      (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
                  IntraLATA or IntraLATA Toll services.

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

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

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

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

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

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

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                                                                          Part A
                                                                   General Terms

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

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

(A)3. TERMS AND CONDITIONS

      (A)3.1      GENERAL PROVISIONS

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

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

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

      (A)3.2      TERM OF AGREEMENT

                  This Agreement shall become effective upon Commission
                  approval, pursuant to Sections 251 and 252 of the Act, shall
                  terminate on April 8, 2002, and shall be binding upon the
                  Parties during that term, notwithstanding Section 252(i) of
                  the Act. After the date specified above, this Agreement shall
                  continue in force and effect until terminated by either Party
                  providing one hundred sixty (160) days written notice of
                  termination to the other Party. The day the notice is served
                  will determine the starting point for a 160-day negotiation
                  period (in accordance with 252(b)l of the Act. In the event of
                  such termination, existing or pending service arrangements
                  made available under this Agreement shall continue in total
                  without interruption under either a) a new or adoption
                  agreement executed by the Parties, or b) tariff terms and
                  conditions generally available to all resellers.

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

                  (A)3.2.2    If the Parties are able to reach agreement, this
                              Agreement shall continue for the brief period of
                              time needed to secure the


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                                                                          Part A
                                                                   General Terms

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


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                                                                          Part A
                                                                   General Terms

                  (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.

                  (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.


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                                                                          Part A
                                                                   General Terms

      (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, 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.


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                                                                          Part A
                                                                   General Terms

                  (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
                                          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


                                                                          Page 8
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                                                                         Part A
                                                                  General Terms

                                          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 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.


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                                                                          Part A
                                                                   General Terms

                  (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 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

                                                                      Page 10

<PAGE>

                                                                          Part A
                                                                   General Terms

                              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
                              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.

                                                                      Page 11

<PAGE>

                                                                          Part A
                                                                   General Terms

                              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 RESELLER,
                              involved in such merger, dissolution,
                              consolidation, reorganization, sale, transfer,
                              pledge or other disposition of RESELLER has an
                              interconnection agreement with USW, the Parties

                                                                     Page 12
<PAGE>

                                                                          Part A
                                                                   General Terms

                              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 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


                                                                         Page 13
<PAGE>

                                                                          Part A
                                                                   General Terms

                              disclosing Party. A Party who receives Proprietary
                              Information via an oral communication may request
                              written confirmation that the material is
                              Proprietary Information. A Party who delivers
                              Proprietary Information via an oral communication
                              may request written confirmation that the Party
                              receiving the information understands that the
                              material is Proprietary information.

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

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

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

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

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

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

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

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

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

                              (A)3.14.4.7 is required to be made public by the
                                          receiving Party pursuant to applicable
                                          law or regulation provided that


                                                                         Page 14
<PAGE>

                                                                          Part A
                                                                   General Terms

                                          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
                              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


                                                                         Page 15
<PAGE>

                                                                          Part A
                                                                   General Terms

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


                                                                         Page 16
<PAGE>

                                                                          Part A
                                                                   General Terms

      (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, withholding taxes and all other regulations governing
                  such matters. Each Party will be solely responsible for proper
                  handling, storage, transport and disposal at its


                                                                         Page 17
<PAGE>

                                                                          Part A
                                                                   General Terms

                  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 non-compliant 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:

                           - The date service will be offered (by city and/or
                           state)

                           - The type and quantity of service(s) which will be
                             offered


                                                                         Page 21
<PAGE>

                                                                          Part B
                                                                          Resale

                  - 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.

      (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


                                                                         Page 22
<PAGE>

                                                                          Part B
                                                                          Resale

                  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
                              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


                                                                         Page 23
<PAGE>

                                                                          Part B
                                                                          Resale

                              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 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.


                                                                         Page 24

<PAGE>

                                                                          Part B
                                                                          Resale

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

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

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

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

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

      (B)3.8      The wholesale discount rates (the "Rates") in Part E were
                  established in the Docket Nos. 96-310-TC/97-334-TC, "In the
                  Matter of the Consideration of the adoption of a rule
                  concerning costing methodologies" and "In the Matter of the
                  Implementation of new rules related to the Rural, High Cost,
                  and Low Income components of the New Mexico Universal Service
                  Fund."

      (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.

      (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.


                                                                         Page 25
<PAGE>

                                                                         Part B
                                                                         Resale

(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.

      (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.


                                                                         Page 26
<PAGE>

                                                                          Part B
                                                                          Resale

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

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

(B)5. BILLING

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

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

(B)6. MAINTENANCE AND REPAIR

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

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

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


                                                                         Page 27
<PAGE>

                                                                          Part C
                                                              Directory Listings

                     PART C - WHITE PAGES DIRECTORY LISTINGS

(C)1. DESCRIPTION

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

(C)2. TERMS AND CONDITIONS

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

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

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

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

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


                                                                         Page 28
<PAGE>

                                                                          Part C
                                                              Directory Listings

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

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

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

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

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

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

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

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

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

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

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


                                                                         Page 29
<PAGE>

                                                                          Part C
                                                              Directory Listings

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

















                                                                         Page 30
<PAGE>

                                                                          Part D
                                                        Miscellaneous Provisions

                        PART D- MISCELLANEOUS PROVISIONS

(D)1. NETWORK SECURITY

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

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

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

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

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

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

      (D)2.1 Description

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


                                                                         Page 31
<PAGE>

                                                                          Part D
                                                        Miscellaneous Provisions

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

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

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

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

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

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

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


                                                                         Page 33
<PAGE>



                                                                        Part D
                                                      Miscellaneous Provisions

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

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

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

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

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

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

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

                                                                         Page 34
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                                                                          Part D
                                                        Miscellaneous Provisions

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

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

                                          (D)2.2.1.4.2 Ordering and Provisioning

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

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

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

                                                                         Page 35
<PAGE>

                                                                          Part D
                                                        Miscellaneous Provisions

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

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

                              (D)2.2.1.5  Forecast of Usage

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

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

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

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

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

                                                                         Page 36
<PAGE>

                                                                          Part D
                                                        Miscellaneous Provisions

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

                              (D)2.2.1.7  Facility Based EDI Listing Process

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

                  (D)2.2.2    Maintenance and Repair

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

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

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

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


                                                                     Page 37
<PAGE>

                                                                          Part D
                                                        Miscellaneous Provisions

                              (D)2.2.2.5  Functions

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

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

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

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

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


                                                                     Page 38
<PAGE>



                                                                          Part D
                                                        Miscellaneous Provisions

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

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

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

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

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


                                                                     Page 39
<PAGE>

                                                                         Part D
                                                       Miscellaneous Provisions

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

                               (D)2.2.2.5.1.9 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
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                                                                          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 recertification of some or all business
                              scenarios. A determination as to the need for
                              re-certification will be made by the USW
                              Coordinator in conjunction with the release
                              manager of each EDI release. Notice of the need
                              for re-certification will be provided to RESELLER
                              three (3) weeks prior to the release date.

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

      (D)2.9      Reseller Support

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

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


                                                                        Page 45
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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.


                                                                        Page 46
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                                                                          Part D
                                                        Miscellaneous Provisions

(D)5. MAINTENANCE AND REPAIR

      (D)5.1      Service Levels

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

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

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

      (D)5.2      Branding

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

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

      (D)5.3      Service interruptions

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

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


                                                                        Page 47
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                                                                          Part D
                                                        Miscellaneous Provisions

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

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

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

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

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

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

      (D)5.4      Trouble Isolation

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

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

      (D)5.5      Inside Wire Maintenance

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

      (D)5.6      Testing/Test Requests/Coordinated Testing

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


                                                                        Page 48
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                                                                          Part D
                                                        Miscellaneous Provisions

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

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

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

      (D)5.7      Workcenter Interfaces

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

      (D)5.8      Misdirected Repair Calls

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

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

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

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

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

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

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


                                                                        Page 49
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                                                                          Part D
                                                        Miscellaneous Provisions

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

      (D)5.9      Major Outages/Restoral/Notification

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

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

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

      (D)5.10     Proactive Maintenance

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

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

      (D)5.11     Hours of Coverage

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

      (D)5.12     Escalations

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

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

      (D)5.13     Dispatch

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


                                                                        Page 50
<PAGE>

                                                                          Part D
                                                        Miscellaneous Provisions

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

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

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

      (D)5.14     Electronic Reporting

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

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

      (D)5.15     Intervals

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

      (D)5.16     Jeopardy Management

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

      (D)5.17     Trouble Screening

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


                                                                        Page 51
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                                                                          Part D
                                                        Miscellaneous Provisions

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

      (D)5.18     Maintenance Standards

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

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

      (D)5.19     End User Interfaces

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

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

      (D)5.20     Repair Call Handling

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

      (D)5.21     Single Point of Contact

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

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

      (D)5.22     Maintenance Windows

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

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

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


                                                                         Page 52
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                                                                          Part D
                                                        Miscellaneous Provisions

(D)6. SERVICE PERFORMANCE

      (D)6.1      General Provisions

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

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

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

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

                                C = Change in existing service or billing number

                                D = total disconnect of service

                                F = From the outward service associated with a
                                transfer (To or "T") of service from one address
                                to another

                                N = New connection for service

                                R = Record order; record change only. (For
                                Resale services, service migrations without
                                changes for non-designed services are record
                                orders.)

                                T = To or transfer of service from one address
                                to another

                                X = USW initiated internal work order

      (D)6.2      Service Performance Indicators

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

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

                                                                         Page 53
<PAGE>

                                                                          Part D
                                                        Miscellaneous Provisions

                  (D)6.2.1    Core Performance Indicators

                              (D)6.2.1.1  Gateway Availability Indicator

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

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

                              (D)6.2.1.2  Pre-Ordering Indicators

                                    PO-1  Pre-Order/Order Response times

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

                                          B.    Feature Function and Service
                                                Availability Information

                                          C.    Facility Availability

                                          D.    Street Address Validation

                                          E.    Customer Service Records

                                          F.    Telephone Number

                              (D)6.2.1.3  Ordering and Provisioning Indicators

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

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

                                    OP-3  Installation Commitments Met (percent)

                                    OP-4  Installation Interval (average)

                                    OP-5  Installation Trouble Reports
                                          (percent)l

                                    OP-6  Delayed Days (average)

                              (D)6.2.1.4  Maintenance and Repair Indicators

                                    MR-1  Speed of Answer - Interconnect Repair
                                          Center (average)

                                    MR-2  Percent Calls Answered Within 20
                                          Seconds - Interconnect Repair Center
                                          (percent)

                                    MR-3  Out of Service Cleared Within 24 hours
                                          - Non-Designed Repair Process
                                          (percent)

                                    MR-4  All Troubles Cleared Within 48 hours -
                                          Non-Designed Repair Process (percent)

                                    MR-5  All Troubles Cleared Within 4 hours -
                                          Designed Repair Process (percent)

                                    MR-6  Mean Time to Restore - Non-Designed
                                          Repair Process (average)

                                    MR-7  Repair Repeat Report Rate (percent)

                                    MR-8  Trouble Rate (percent)

                                                                         Page 54
<PAGE>

                                                                          Part D
                                                        Miscellaneous Provisions

                              (D)6.2.1.5  Billing Indicators

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

                                    BI-2  Mean Time to Deliver Invoices
                                          (average)BI-3 Billing Accuracy

                              (D)6.2.1.6  Emergency Services

                                    ES-1  ALI Database Updates Completed Within
                                          24 hours (percent)

                                    ES-2  911/E911 Emergency Services Trunk
                                          Installation Interval (average)

                              (D)6.2.1.7  Directory Assistance

                                    DA-1  Speed of Answer - Directory Assistance
                                          (average)

                                    DA-2  Calls Answered Within Ten Seconds -
                                          Directory Assistance (percent)

                              (D)6.2.1.8  Operator Services

                                    OS-1  Speed of Answer - Operator Services
                                          (average)

                                    OS-2  Calls Answered Within Ten Seconds -
                                          Operator Services (percent)

                  (D)6.2.2    Diagnostic Indicators

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

                              (D)6.2.2.1  Pre-Order/Ordering

                                    DPO-1 Electronic Flow - Through of Local
                                          Service Requests (LSRs) to the Service
                                          Order Processor (percent)

                                    DPO-2 LSR Rejection Notice Interval
                                          (average)

                                    DPO-3 LSRs Rejection (percent)

                                    DPO-4 Firm Order Confirmation (FOC) Interval
                                          (average)

                                    DPO-5 Pre-Order/Order Response Times for USW
                                          Retail Transactions (average)

                                    DPO-6 Completion Notifications Transmitted
                                          Within 24 hours (percent)

                                    DPO-7 Completion Notification Interval
                                          (average)

                              (D)6.2.2.2  Ordering and Provisioning

                                    DOP-1 RESELLER or RESELLER's Customer -
                                          Caused Installation Misses (percent)

                                    DOP-2 Delayed Orders Completed equal to
                                          greater than 15 days past the
                                          Commitment Date (percent)

                                                                         Page 55
<PAGE>

                                                                          Part D
                                                        Miscellaneous Provisions

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

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

                              (D)6.2.2.3  Maintenance and Repair

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

                              (D)6.2.2.4  Access to OSS Functions:

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

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

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

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

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

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

                                   (BI-2) Mean Time to Deliver Invoices

                                   (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 P value.

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

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

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

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


                                                                         Page 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
                                                                New Mexico Rates

                            PART E - NEW MEXICO RATES
                   LOCAL EXCHANGE SERVICES RESALE OF SERVICES

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

1.    Non-Recurring Charges:

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

<TABLE>
<CAPTION>
          CATEGORY OF SERVICE                                                        NONRECURRING CHARGE
          -------------------                                                       --------------------
          <S>                                                                        <C>
          RESIDENCE OR BUSINESS MECHANIZED
                   First Line                                                                 $14.07
                   Each Additional Line                                                       $ 6.35

          RESIDENCE OR BUSINESS MANUAL
                   First Line                                                                 $26.58
                   Each Additional Line                                                       $ 6.87

          PRIVATE LINE TRANSPORT
                   First Circuit                                                              $43.54
                   Additional Circuits, per circuit, same CSR                                 $30.13

          ADVANCED COMMUNICATIONS SERVICES, PER CIRCUIT                                       $48.76
</TABLE>

      (b)   Product Specific Nonrecurring Charge: As set forth in USW tariffs,
            the product specific nonrecurring charges, with a 15.05% discount,
            will apply when additional lines or trunks are added or when the end
            user adds features or services to existing lines or trunks.

2.    Except as qualified below, all USW telecommunications services shall be
      available for resale at a 15.05% discount.

      a.    The following services are not available for resale:

                  -     Customer Premises Equipment (separately or when included
                        in packages)

                  -     USW Calling Cards

                  -     Inside Wiring Installation and Maintenance (including
                        maintenance plans)

                  -     Promotions equal to or less than 90 days in length

                  -     Enhanced Services (e.g., Voice Messaging)

                  -     Concession Service

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

                  -     Grandfathered

                  -     Residence

                  -     Lifeline/Link-up

                                                                         Page 61
<PAGE>

                                                                          Part E
                                                                New Mexico Rates

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

                  -     Public Access Lines (PAL)

                  -     Private Line Used For Special Access

                  -     DSL Services such as Megabit Services

3.    IntraLATA, Toll Charges: RESELLER shall have their choice of obtaining USW
      provided intraLATA toll for resale at a 15.05% discount, providing their
      own IntraLATA toll or obtaining their intraLATA toll from a third party.

4.    Daily Usage Record File: Recurring Charge - $0.0011 per record.


                                                                         Page 62
<PAGE>

                                                                          Part F
                                                                       Signature

                               PART F - SIGNATURE

ENTIRE AGREEMENT

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

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

essential.com                                 U S WEST COMMUNICATIONS, INC.

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

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

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

2-16-00                                       2-25-00
-----------------------------------           ----------------------------------
Date                                          Date

                                                                         Page 63