<PAGE>

                                     RESALE
                                    AGREEMENT

                                     BETWEEN

                          U S WEST COMMUNICATIONS, INC.

                                       AND

                                  ESSENTIAL.COM

                                       FOR

                                      IDAHO



                                                                          Page i


<PAGE>

<TABLE>
<CAPTION>
                              TABLE OF CONTENTS

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

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

(A)2. DEFINITIONS ....................................................................3

(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 ....................................................................6
   (A)3.5 Taxes ......................................................................7
   (A)3.6 Force Majeure ..............................................................7
   (A)3.7 Limitation of Liability ....................................................8
   (A)3.8 Indemnity ..................................................................8
   (A)3.9 Intellectual Property .....................................................10
   (A)3.10 Warranties ...............................................................12
   (A)3.11 Assignment ...............................................................12
   (A)3.12 Default ..................................................................13
   (A)3.13 Disclaimer of Agency .....................................................13
   (A)3.14 Nondisclosure ............................................................14
   (A)3.15 Survival .................................................................15
   (A)3.16 Dispute Resolution .......................................................15
   (A)3.17 Controlling Law ..........................................................17
   (A)3.18 Joint Work Product .......................................................17
   (A)3.19 Responsibility for Environmental Contamination ...........................17
   (A)3.20 Notices ..................................................................17
   (A)3.21 Responsibility of Each Party .............................................18
   (A)3.22 No Third Party Beneficiaries .............................................18
   (A)3.23 Referenced Documents .....................................................18
   (A)3.24 Publicity ................................................................19
   (A)3.25 Amendment ................................................................19
   (A)3.26 Executed in Counterparts .................................................19
   (A)3.27 Headings of No Force or Effect ...........................................19
   (A)3.28 Regulatory Approval ......................................................19
   (A)3.29 Compliance ...............................................................19
   (A)3.30 Compliance with the Communications Assistance for Law Enforcement Act
   of 1994 ("CALEA") ................................................................20
   (A)3.31 Cooperation ..............................................................20
   (A)3.32 Availability of Other Agreements .........................................20

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

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

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

  (B)3. Rates and Charges ...........................................................24
</TABLE>

                                                                        Page ii

<PAGE>

<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 ............................................29

 (C)1. Description ..................................................................29
 (C)2. Terms and Conditions .........................................................29

 PART D - MISCELLANEOUS PROVISIONS ..................................................32
 (D)1. Network Security .............................................................32
 (D)2. Access To Operational Support Systems (OSS) ..................................32
 (D)3. US WEST Dex ..................................................................47
 (D)4. Notice of Changes ............................................................47
 (D)5. Maintenance and Repair .......................................................48
 (D)6. Service Performance ..........................................................54

 PART E - IDAHO RATES ...............................................................62

 PART F - SIGNATURE .................................................................64
</TABLE>


                                                                        Page iii


<PAGE>

                                                                          Part A
                                                                   General Terms

                             PART A - GENERAL TERMS

         This Resale Agreement is between essential.com ("RESELLER"), a Delaware
corporation, and U S WEST Communications, Inc. ("USW"), a Colorado corporation.

(A)1. SCOPE OF AGREEMENT

         (A)1.1   Pursuant to this negotiated Resale Agreement
                  ("Agreement"), RESELLER and USW (collectively, "the Parties")
                  will extend certain arrangements to one another within the
                  geographical areas where USW is the incumbent Local Exchange
                  Carrier within the state of Idaho 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 Idaho Public
                  Utilities 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 is entered into as a result of both private
                  negotiations between the Parties and the incorporation of some
                  of the results of arbitrated decisions by the Commission,
                  acting pursuant to Section 252 (b) of the Act, and involving
                  interconnection/resale agreements of other parties. The
                  Parties have included for convenience certain rates, terms or
                  conditions in this Agreement which reflect rates, terms or
                  conditions established in some or all of those other
                  arbitrations. RESELLER


                                                                          Page 1
<PAGE>

                                                                          Part A
                                                                   General Terms

                  acknowledges: (1) that those rates, terms or conditions are
                  extended only because of the arbitrated results in other
                  dockets, (2) that USW intends to appeal certain of those
                  decisions, and (3) that any negotiations, appeal, stay,
                  injunction or similar proceeding impacting the applicability
                  of those rates, terms or conditions to the local service
                  providers who were parties to those arbitrations will
                  similarly impact the applicability of those rates, terms or
                  conditions to RESELLER. The Parties further recognize that
                  this Agreement is subject to the generic proceedings by the
                  Commission addressing the services in this Agreement.

          (A)1.4  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)1.5  In the performance of their obligations under this Agreement,
                  the Parties shall act in good faith and consistently with the
                  intent of the Act. Where notice, approval or similar action by
                  a Party is permitted or required by any provision of this
                  Agreement, (including, without limitation, the obligation of
                  the Parties to further negotiate the resolution of new or open
                  issues under this Agreement) such action shall not be
                  unreasonably delayed, withheld or conditioned.

          (A)1.6  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)1.7  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)1.8  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


                                                                          Page 2
<PAGE>

                                                                          Part A
                                                                   General Terms

 (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. Basic residence and business line
                  services are Basic Exchange Telecommunications Services. As
                  used solely in the context of this statement and unless
                  otherwise agreed, Basic Exchange Telecommunications Service
                  includes access to ancillary services such as 911, directory
                  assistance and operator services.

         (A)2.4   "Commission" means the Public Utilities Commission(s) in the
                  state of Idaho.

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

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

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

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

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

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


                                                                          Page 3

<PAGE>

                                                                          Part A
                                                                   General Terms

         (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.

         (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 Februray 4, 2002, and shall be binding upon the
                  Parties during that term, notwithstanding Section 252(i) of
                  the Act. After the date specified above, this Agreement shall
                  continue in force and


                                                                          Page 4
<PAGE>

                                                                          Part A
                                                                   General Terms

                  effect until terminated by either Party providing one hundred
                  sixty (160) days written notice of termination to the other
                  Party. The day the notice is served will determine the
                  starting point for a 160-day negotiation period (in accordance
                  with 252(b)1 of the Act. In the event of such termination,
                  existing or pending service arrangements made available under
                  this Agreement shall continue in total without interruption
                  under either a) a new or adoption agreement executed by the
                  Parties, or b) tariff terms and conditions generally available
                  to all resellers.

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

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

         (A)3.3   PROOF OF AUTHORIZATION

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

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

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

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

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


                                                                          Page 5
<PAGE>

                                                                          Part A
                                                                   General Terms

          (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.

                           (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.


                                                                          Page 6

<PAGE>

                                                                          Part A
                                                                   General Terms

                           (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.

          (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.

          (4)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.


                                                                          Page 7
<PAGE>

                                                                          Part A
                                                                   General Terms

         (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.

                           (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


                                                                          Page 8
<PAGE>

                                                                          Part A
                                                                   General Terms

                                             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 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


                                                                          Page 9
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                                                                          Part A
                                                                   General Terms

                                             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.

                           (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.

                                                                        Page 10
<PAGE>

                                                                          Part A
                                                                   General Terms

                                    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
                                    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


                                                                        Page 11
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                                                                          Part A
                                                                   General Terms

                                             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. 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


                                                                        Page 12
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                                                                          Part A
                                                                   General Terms

                                    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 agree that only one
                                    agreement, either this Agreement or the
                                    interconnection agreement of the other
                                    entity, will remain valid. All other
                                    interconnection agreements will be
                                    terminated. The Parties agree to work
                                    together to determine which interconnection
                                    agreement should remain valid and which
                                    should terminate. In the event the Parties
                                    cannot reach agreement on this issue, the
                                    issue shall be resolved through the Dispute
                                    Resolution process contained in this
                                    Agreement.

          (A)3.12 DEFAULT

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

          (A)3.13 DISCLAIMER OF AGENCY

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


                                                                        Page 13
<PAGE>

                                                                          Part A
                                                                   General Terms

          (A)3.14 NONDISCLOSURE

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

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

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

                           (A)3.14.4 Unless otherwise agreed, the obligations of
                                    confidentiality and 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


                                                                        Page 14
<PAGE>

                                                                          Part A
                                                                   General Terms

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

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

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

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

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

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

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

          (A)3.15 SURVIVAL

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

          (A)3.16 DISPUTE RESOLUTION

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


                                                                        Page 15
<PAGE>

                                                                          Part A
                                                                   General Terms

                                    dispute resolution process set forth in this
                                    Section. Each notice of default, unless
                                    cured within the applicable cure period,
                                    shall be resolved in accordance herewith.

                           (A)3.16.2 At the written request of either Party, and
                                    prior to any other formal dispute resolution
                                    proceedings, each Party shall designate an
                                    officer-level employee, at no less than the
                                    vice president level, to review, meet, and
                                    negotiate, in good faith, to resolve the
                                    Dispute. The Parties intend that these
                                    negotiations be conducted by non-lawyer,
                                    business representatives, and the locations,
                                    format, frequency, duration, and conclusions
                                    of these discussions shall be at the
                                    discretion of the representatives. By mutual
                                    agreement, the representatives may use other
                                    procedures, such as mediation, to assist in
                                    these negotiations. The discussions and
                                    correspondence among the representatives for
                                    the purposes of these negotiations shall be
                                    treated as Confidential Information
                                    developed for purposes of settlement, and
                                    shall be exempt from discovery and
                                    production, and shall not be admissible in
                                    any subsequent arbitration or other
                                    proceedings without the concurrence of both
                                    of the Parties.

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

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


                                                                        Page 16
<PAGE>

                                                                          Part A
                                                                   General Terms

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

(A)3.17 CONTROLLING LAW

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

(A)3.18 JOINT WORK PRODUCT

        This Agreement is the joint work product of the Parties and has been
        negotiated by the Parties and their respective counsel and shall be
        fairly interpreted in accordance with its terms and, in the event of any
        ambiguities, no inferences shall be drawn against either Party.

(A)3.19 RESPONSIBILITY FOR ENVIRONMENTAL CONTAMINATION

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

(A)3.20 NOTICES

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

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

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


                                                                        Page 17
<PAGE>

                                                                          Part A
                                                                   General Terms

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

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

          (A)3.21 RESPONSIBILITY OF EACH PARTY

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

          (A)3.22 NO THIRD PARTY BENEFICIARIES

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

          (A)3.23 REFERENCED DOCUMENTS

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


                                                                        Page 18
<PAGE>

                                                                          Part A
                                                                   General Terms

                  version or edition (including any amendments, supplements,
                  addenda, or successors) of each document incorporated by
                  reference in such a technical reference, technical
                  publication, RESELLER practice, USW practice, or publication
                  of industry standards. USW will not implement changes in the
                  most recent version or edition in the documents described
                  above when such changes are optional. The existing
                  configuration of either Party's network may not be in
                  immediate compliance with the latest release of applicable
                  referenced documents.

          (A)3.24 PUBLICITY

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

          (A)3.25 AMENDMENT

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

          (A)3.26 EXECUTED IN COUNTERPARTS

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

          (A)3.27 HEADINGS OF NO FORCE OR EFFECT

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

          (A)3.28 REGULATORY APPROVAL

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

          (A)3.29 COMPLIANCE

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


                                                                        Page 19
<PAGE>

                                                                          Part A
                                                                   General Terms

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

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

         (A)3.31  COOPERATION

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

         (A)3.32  AVAILABILITY OF OTHER AGREEMENTS

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


                                                                        Page 20
<PAGE>

                                                                        Part B
                                                                        Resale

                                 PART B - RESALE

(B)1. DESCRIPTION

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

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

(B)2. TERMS AND CONDITIONS

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

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

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

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


                                                                        Page 21
<PAGE>

                                                                   Part B
                                                                   Resale

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

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

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

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

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

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

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

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


                                                                        Page 22
<PAGE>

                                                                   Part B
                                                                   Resale

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

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

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

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

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

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


                                                                        Page 23
<PAGE>

                                                                   Part B
                                                                   Resale

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

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

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

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

(B)3. RATES AND CHARGES

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


                                                                        Page 24
<PAGE>

                                                                          Part B
                                                                          Resale

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

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

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

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

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

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

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

         (B)3.8   The wholesale discount rates in Part E established in the
                  Idaho Case Number USW-T-96-15, ATT-T-96-1, "In the Matter of
                  AT&T Communications of the Mountain States, Inc. petition for
                  Arbitration of the Interconnection Rates, Terms and Pursuant
                  to 47 U.S.C. Sec. 252(b) of the Telecommunications Act of
                  1996", (the "AT&T Arbitration") are interim rates and are
                  pending the outcome of a final Commission decision in an
                  interconnection cost docket. Such rates, as adopted in this
                  Agreement, will be subject to true-up from the date those
                  rates became effective in this Agreement to the effective date
                  of the final interconnection cost docket order.
                  Notwithstanding this true-up obligation, the Parties agree
                  that rates in this Agreement will remain in effect as
                  described below until the exhaustion of all appeals of the
                  final order in the interconnection cost docket.

         (B)3.9   The Parties intend that, if the AT&T rates or the services in
                  the AT&T Arbitration are changed by any negotiations, appeal,
                  stay, injunction, settlement, or similar proceeding with
                  respect to AT&T, those rates and services, if they have been
                  adopted into this Agreement, shall be changed in this
                  Agreement to the same extent as the rates and services in the
                  AT&T Arbitration. Notwithstanding the above, the Parties agree
                  that in the event a stay or injunction is granted with respect
                  to the implementation of the services and rates in the AT&T
                  Arbitration, the Parties agree that the telecommunications
                  services still available for resale

                                                                    Page 25
<PAGE>

                                                                          Part B
                                                                          Resale

                  following the stay or injunction will be available to
                  RESELLER, effective as of the date of the stay order or
                  injunction, at a wholesale discount rate of 12% (the "Standard
                  Rate") until such time as a nonappealable order establishes a
                  wholesale discount rate(s). If the Standard Rate becomes
                  effective pursuant to this paragraph, the Standard Rate will
                  also be subject to true-up to the rate(s) established in the
                  nonappealable order for the period that the Standard Rate was
                  in effect. If the AT&T rates or the applicability of the rate
                  to the services in Part E is changed by a nonappealable
                  administrative or judicial order following approval of
                  negotiated rates, rates reached in an approved settlement
                  agreement, a decision on appeal or other similar proceeding,
                  such changed rate(s) will be available to RESELLER, effective
                  as of the date of the order. The AT&T rate shall be subject to
                  true-up to the changed rates for the period of time the AT&T
                  rate was in effect. Notwithstanding the above, no true-up of
                  either the Standard Rate or the AT&T rate will occur unless
                  ordered as a part of the nonappealable administrative or
                  judicial order.

         (B)3.10  If the resold services are purchased pursuant to Tariffs and
                  the Tariff rates change, charges billed to RESELLER for such
                  services will be based upon the new Tariff rates less the
                  applicable wholesale discount, if any, as agreed to herein or
                  as established by Commission order and/or resale Tariff. The
                  new rate will be effective upon the Tariff effective date.

(B)4. ORDERING PROCESS

         (B)4.1   RESELLER, or RESELLER's agent, shall act as the single point
                  of contact for its end users' service needs, including without
                  limitation, sales, service design, order taking, provisioning,
                  change orders, training, maintenance, trouble 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

                                                                    Page 26

<PAGE>

                                                                          Part B
                                                                          Resale

                  user or RESELLER requests that service be discontinued from
                  RESELLER and subsequently USW's service to RESELLER is
                  discontinued USW will issue a bill to RESELLER for that
                  portion of the service provided to RESELLER.. USW will notify
                  RESELLER by FAX, OSS interface or other agreed upon
                  processes, in accordance with the OSS section of this
                  Agreement when an end user moves to another service provider.
                  USW will not provide RESELLER with the name of the other
                  service provider selected by the end user.

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

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

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

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

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

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

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

 (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
                  RESELLIER 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


                                                                    Page 27

<PAGE>

                                                                          Part B
                                                                          Resale

                  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 28
<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 29

<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 30

<PAGE>

                                                                         Part C
                                                             Directory Listings

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































                                                                    Page 31


<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 32
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                                                                          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.

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

                           (D)2.2.1.4 Functions

                                    (D)2.2.1.4.1 Pre-ordering

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

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

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

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

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

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

                                        -         A period up to thirty (30)
                                                  minutes in which to make a
                                                  telephone number selection. If
                                                  this time limit is exceeded,
                                                  and no attempt has been made
                                                  to select the telephone
                                                  numbers, the telephone numbers
                                                  are sent back to the OSS and
                                                  an error message is displayed
                                                  on the LSR. A new query will
                                                  need to be performed for
                                                  available telephone numbers.
                                        -         When a telephone number has
                                                  been reserved, there is a
                                                  twenty-four (24) hour business
                                                  period that the telephone
                                                  number may be included on an
                                                  LSR. If the time limit is
                                                  exceeded, the telephone number
                                                  is returned to the OSS.

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

                                        (D)2.2.1.4.1.7 Expiration period for
                                                  selection and submission of
                                                  Appointment Reservation are:
                                        -         A selection must be made
                                                  within a thirty (30) minute
                                                  period. If an appointment


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

                                        (D)2.2.1.4.2 Ordering and Provisioning

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

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

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

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                                        (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


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                                                        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)2.2.1.7.1The Facility Based EDI
                                                  Listing Process is a single
                                                  interface from RESELLER to
                                                  USW. This Ok 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.

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                                                        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 RESELLIER 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

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                                                        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

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                                                        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.

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<PAGE>

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(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

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                                                                          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 inregion
                                    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


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                                                                          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
                           distdbution of the electronic gateway disclosure
                           document to the Resellers.

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                                                                          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
                           appropdate 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,
                           RESELLIER 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.


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

                  (D)2.8.4 If RESELLER is using the EDI interface, RESELLER must
                           work with USW to certify the business scenarios that
                           RESELLER will be using in order to ensure successful
                           transaction processing. USW and RESELLER shall
                           mutually agree to the business scenarios for which
                           RESELLER is required to be certified. Certification
                           is granted only for a specific release of EDI. New
                           releases of EDI may require 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;

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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 47
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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

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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.

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                                                        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 50
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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 on the
                           processes USW employs for its own end users. USW
                           escalations are manual processes.

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

         (D)5.13  Dispatch

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

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                                                                          Part D
                                                        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, RESELLIER
                           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 52

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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 53
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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 54

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                                                                          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 55

<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 56
<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
                                    (BI-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 57

<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 58
<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 59

<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.

                                                                   Page 60
<PAGE>

                                                                          Part D
                                                        Miscellaneous Provisions

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

         (D)6.9   Records Retention for Service Performance Indicators

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

         (D)6.10  Joint Defense and Advocacy

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

         (D)6.11  Cost Recovery

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




                                                                   Page 61

<PAGE>

                                                                          Part E
                                                                     Idaho Rates

                              PART E - IDAHO RATES
                   LOCAL EXCHANGE SERVICES RESALE OF SERVICES

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

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

<TABLE>
<CAPTION>
         CATEGORY OF SERVICE                          NONRECURRING CHARGE
         <S>                                             <C>
         RESIDENCE OR BUSINESS MECHANIZED
                  First Line                               $14.56
                  Each Additional Line                      $6.57
         RESIDENCE OR BUSINESS MANUAL
                  First Line                               $27.52
                  Each Additional Line                      $7.12
         PRIVATE LINE TRANSPORT
                  First Circuit                            $45.08
                  Additional Circuits, Same CSR            $31.19
         ADVANCED COMMUNICATIONS SERVICES, PER             $50.48
         CIRCUIT
</TABLE>


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

2.       Except as qualified below, all USW telecommunications services,
         including IntraLATA Toll, shall be available for resale at an 18.25%
         discount in Southern Idaho and a 19.37% discount in Northern Idaho.

         a.   The following services are not available for resale:
                -   Customer Premises Equipment (separately or in a package)
                -   USW Calling cards
                -   Inside Wire (including installation, sale or maintenance)
                -   Promotions of less than 90 days
                -   Enhanced Services (including 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 (NOTE: IN IDAHO, CENTREX PLUS SERVICE IS
                    GRANDFATHERED)
                -   Residence
                -   Lifeline/Link-up


                                                                   Page 62
<PAGE>

                                                                          Part E
                                                                     Idaho 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
                  -   Private Line Used For Special Access

         d.       Telecommunications services offered by USW at a term or volume
                  discount are available at a 6.65% discount in Southern Idaho
                  and a 6.87% discount in Northern Idaho.

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











                                                                   Page 63

<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

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



















                                                                   Page 64