<PAGE>

                                     RESALE
                                    AGREEMENT

                                     BETWEEN

                         U S WEST COMMUNICATIONS, INC.

                                       AND

                                  ESSENTIAL.COM

                                       FOR

                                    MINNESOTA


                                                                   Page i

<PAGE>

                               TABLE OF CONTENTS

<TABLE>

<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 Assignments...................................................................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............................................................16
   (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.......................................................................18
   (A)3.21 Responsibilities of Each Party................................................18
   (A)3.22 No Third Party Beneficiaries..................................................19
   (A)3.23 Referenced Documents .........................................................19
   (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 ...............................................20
   (A)3.28 Regulatory Approval ..........................................................20
   (A)3.29 Compliance....................................................................20
   (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................................................................25

                                                                     Page ii

<PAGE>

                               TABLE OF CONTENTS

 (B)4. Ordering Process ...............................................................26

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

 (B)6. Maintenance and Repair .........................................................28

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. U S WEST Dex ...................................................................47

 (D)4. Notice Of Changes ..............................................................47

 (D)5. Maintenance and Repair..........................................................48

 (D)6. Service Performance ............................................................54

 PART E - MINNESOTA RATES .............................................................62

 PART F - SIGNATURE ...................................................................63
</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 Minnesota 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 Minnesota 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

                                                                     Page 1

<PAGE>

                                                                       Part A
                                                                General Terms

                  rates, terms or conditions established in some or all of those
                  other arbitrations. RESELLER 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 Minnesota.

         (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 January 16, 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.

         (A)3.6   FORCE MAJEURE

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

                                                                     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
<PAGE>


                                                                          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

<PAGE>


                                                                          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. The Party making

                                                                        Page 12
<PAGE>


                                                                        Part A
                                                                 General Terms

                                 the assignment shall notify the Commission
                                 sixty (60) days in advance of the effective
                                 date of the assignment. Any attempted
                                 assignment or transfer that is not permitted is
                                 void AB INITIO. Without limiting the generality
                                 of the foregoing, this Agreement shall be
                                 binding upon and shall inure to the benefit of
                                 the Parties' respective successors and assigns.

                   (A) 3.11.2    Without limiting the generality of the
                                 foregoing subsection, any merger,
                                 dissolution, consolidation or other
                                 reorganization of RESELLER, or any sale,
                                 transfer, pledge or other disposition by
                                 RESELLER of securities representing more
                                 than 50% of the securities entitled to vote
                                 in an election of RESELLER's board of
                                 directors or other similar governing body,
                                 or any sale, transfer, pledge or other
                                 disposition by RESELLER of substantially
                                 all of its assets, shall be deemed a
                                 transfer of control. If any entity, other
                                 than RESELLER, involved in such merger,
                                 dissolution, consolidation, reorganization,
                                 sale, transfer,  pledge or other
                                 disposition of RESELLER has an
                                 interconnection agreement with USW, the
                                 Parties 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 must notify the Minnesota
                  Public Utilities Commission in writing and 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.
                  Neither Party will disconnect the other without first
                  obtaining the approval of the Commission.

          (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


                                                                         Page 13
<PAGE>


                                                                        Part A
                                                                 General Terms

                  Agreement, no Party undertakes to perform any obligation of
                  the other Party whether regulatory or contractual, or to
                  assume any responsibility for the management of the other
                  Party's business.

          (A)3.14 NONDISCLOSURE

                   (A)3.14.1     To the extent permitted by applicable law,
                                 either Party may disclose to the other
                                 proprietary or confidential customer,
                                 technical or business information. 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

                                                                       Page 14
<PAGE>

                                                                        Part A
                                                                 General Terms

                                                  confidential evidenced by
                                                  written records prepared prior
                                                  to delivery by the disclosing
                                                  Party; or

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

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

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

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

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

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


                                                                         Page 15
<PAGE>


                                                                         Part A
                                                                  General Terms

          (A)3.16 DISPUTE RESOLUTION

                   (A)3.16.1     If any claim, controversy or dispute between
                                 the Parties, their agents, employees, officers,
                                 directors or affiliated agents should arise,
                                 and the Parties do not resolve it in the
                                 ordinary course of their dealings (the
                                 "Dispute"), then it shall be resolved in
                                 accordance with the dispute resolution process
                                 set forth in this Section. Each notice of
                                 default, unless cured within the applicable
                                 cure period, shall be resolved in accordance
                                 herewith.
                   (A)3.16.2     At the written request of either Party, and
                                 prior to any other formal dispute
                                 resolution proceedings, each Party shall
                                 designate an officer-level employee, at no
                                 less than the vice president level, to
                                 review, meet, and negotiate, in good faith,
                                 to resolve the Dispute. The Parties intend
                                 that these negotiations be conducted by
                                 non-lawyer, business representatives, and
                                 the locations, format, frequency, duration,
                                 and conclusions of these discussions shall
                                 be at the discretion of the
                                 representatives. By mutual agreement, the
                                 representatives may use other procedures,
                                 such as mediation, to assist in these
                                 negotiations. The discussions and
                                 correspondence among the representatives
                                 for the purposes of these negotiations
                                 shall be treated as Confidential
                                 Information developed for purposes of
                                 settlement, and shall be exempt from
                                 discovery and production, and 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,
                                 subject to review by the Commission. The
                                 Parties shall submit a copy of each
                                 arbitration opinion to the Commission, the
                                 Department of Public Service, and the
                                 Office of Attorney General, Residential and
                                 Small Business Utilities Division. The
                                 arbitrator's decision shall prevail in
                                 effect unless the Commission decides
                                 otherwise within forty-five (45) days. 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

                                                                        Page 16
<PAGE>

                                                                          Part A
                                                                   General Terms

                        shall occur in the Denver, Colorado metropolitan area.
                        It is acknowledged that the Parties, by mutual, written
                        agreement, may change any of these arbitration practices
                        for a particular, some, or all Dispute(s).

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

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

(A)3.17  CONTROLLING LAW

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

(A)3.18  JOINT WORK PRODUCT

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

(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.


                                                                        Page 17
<PAGE>

                                                                         Part A
                                                                  General Terms

          (A)3.20 NOTICES
                  Any notices required by or concerning this Agreement shall be
                  sent to the Parties at the addresses shown below:

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

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

                  RESELLER
                  John Duffy
                  Peter Mills
                  3 Burlington Woods Drive
                  4" Floor
                  Burlington, MA 01803
                  Phone:      781-229-9599, ext. 136
                  Fax:        781-229-9499
                  E-mail:     jduffy@essential.com
and
                  Executive Secretary
                  Minnesota Public Utilities Commission
                  121 Seventh Place East, Suite 350
                  St. Paul, MN 55101-2147

                  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


                                                                       Page 18
<PAGE>


                  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.
                  Notwithstanding the foregoing, the Parties agree to give
                  notice to the Commission of any lawsuits or other proceedings
                  that involve or arise under the Agreement to ensure that the
                  Commission has the opportunity to seek to intervene in these
                  proceedings on behalf of the public interest.

          (A)3.23 REFERENCED DOCUMENTS

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

          (A)3.24 PUBLICITY

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

          (A)3.25 AMENDMENT

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


                                                                        Page 19




<PAGE>



          (A)3.27 HEADINGS OF NO FORCE OR EFFECT

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

          (A)3.28 REGULATORY APPROVAL

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

          (A)3.29 COMPLIANCE

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

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

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

          (A)3.31 COOPERATION

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

          (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

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

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

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

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

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

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

                                                                        Page 23

<PAGE>

                                                                         Part B
                                                                         Resale

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

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

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

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


                                                                        Page 24
<PAGE>


                                                                         Part B
                                                                         Resale

 (B)3. RATES AND CHARGES

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

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

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

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

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

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

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

          (B)3.8      The wholesale discount rates in Part E established in
                      the Minnesota Docket Nos. P-442,421/M-96-855, P5321,
                      421/M96-909 and P-3167, 421M/-96-729, Order Resolving
                      Issues after Reconsideration and Approving Contract,
                      "In the Matter of AT&T Communications of the Midwest,
                      Inc., MCIMetro Access Transmission Services, Inc. and
                      MFS Communications Company, 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 Rate 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.

                                                                         Page 25

<PAGE>

                                                                         Part B
                                                                         Resale

          (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 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


                                                                         Page 26

<PAGE>

                                                                         Part B
                                                                         Resale

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

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

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

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

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

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

          (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


                                                                        Page 27
<PAGE>

                                                                     Part B
                                                                     Resale

                      summary bill, and (2) individual end user sub-account
                      information consistent with the samples available for
                      RESELLER review.

(B)6. MAINTENANCE AND REPAIR

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

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

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


                                                                     Page 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

<PAGE>

                                                                     Part D
                                                   Miscellaneous Provisions

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

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

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

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

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

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


                                                                     Page 33

<PAGE>

                                                                     Part D
                                                   Miscellaneous Provisions

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

                         (D)2.2.1.4  Functions

                             (D)2.2.1.4.1  Pre-ordering

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

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

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

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


                                                                     Page 34

<PAGE>

                                                                     Part D
                                                   Miscellaneous Provisions

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

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

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

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

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

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

                                                                     Page 35

<PAGE>

                                                                     Part D
                                                   Miscellaneous Provisions

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

                                                                     Page 36

<PAGE>

                                                                     Part D
                                                   Miscellaneous Provisions

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

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

                             (D)2.2.1.5 Forecast of Usage

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

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

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

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

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

                                                                     Page 37

<PAGE>

                                                                     Part D
                                                   Miscellaneous Provisions

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

                             (D)2.2.1.7 Facility Based EDI Listing Process

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

                   (D)2.2.2  Maintenance and Repair

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

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

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

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

                                                                     Page 38

<PAGE>

                                                                     Part D
                                                   Miscellaneous Provisions

                             (D)2.2.2.5  Functions

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

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

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

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

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

                                                                     Page 39

<PAGE>

                                                                     Part D
                                                   Miscellaneous Provisions

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

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

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

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

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

                                                                     Page 40

<PAGE>

                                                                       Part D
                                                     Miscellaneous Provisions

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

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

(D)2.3 Hours of Operation
       USW's electronic interface gateways will be available to Resellers
       according to the following schedule:

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

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

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

(D)2.4 Billing

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

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

                                                                       PAGE 41
<PAGE>

                                                                        Part D
                                                      Miscellaneous Provisions

(D)2.5 Outputs

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

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

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

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

      (D)2.5.2  Files and Reports

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


                                                                       PAGE 42


<PAGE>


                                                                        Part D
                                                      Miscellaneous Provisions

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

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

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

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

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

                                  This report media is described in Exhibit C.

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


                                                                       PAGE 43
<PAGE>

                                                                         Part D
                                                       Miscellaneous Provisions

                                           records are used to exchange detailed
                                           access usage information.

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

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

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

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

                                          SAG provide: - Address and Serving
                                          Central Office Information.

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

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

         (D)2.6 Modifications to OSS Interfaces

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


                                                                       Page 44

<PAGE>

                                                                         Part D
                                                       Miscellaneous Provisions

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

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

          (D)2.7 Reseller Responsibilities for Implementation of OSS Interfaces

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

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

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

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

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

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

                                                                       Page 45

<PAGE>

                                                                         Part D
                                                       Miscellaneous Provisions

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

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

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

          (D)2.9 Reseller Support

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

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

                                                                     Page 46
<PAGE>

                                                                         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)2.1 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. US 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

<PAGE>

                                                                         Part D
                                                       Miscellaneous Provisions

(D)5. MAINTENANCE AND REPAIR

          (D)5.1 Service Levels

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

                   (D)5.1.2    During the term of this Agreement, USW will
                               provide necessary maintenance business process
                               support to allow RESELLER to provide similar
                               service quality to that provided by USW to its
                               end users.
                   (D)5.1.3    USW will perform repair service that is equal
                               in timeliness and quality to that which it
                               provides to its own end users.
          (D)5.2 Branding

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

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

          (D)5.3 Service interruptions

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

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

                                                                         Page 48

<PAGE>

                                                                         Part D
                                                       Miscellaneous Provisions

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

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

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

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

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

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

          (D)5.4 Trouble Isolation

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

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

          (D)5.5 Inside Wire Maintenance

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

          (D)5.6 Testing/Test Requests/Coordinated Testing

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


                                                                        Page 49
<PAGE>

                                                                         Part D
                                                       Miscellaneous Provisions

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

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

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

          (D)5.7 Workcenter Interfaces

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

          (D)5.8 Misdirected Repair Calls

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

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

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

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

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

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

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

                                                                      Page 50

<PAGE>

                                                                         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.

                                                                        Page 51

<PAGE>

                                                                         Part D
                                                       Miscellaneous Provisions

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

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

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

          (D)5.14 Electronic Reporting

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

                  (D)5.14.2    USW will work cooperatively to develop repair
                               reporting via electronic bonding (other than
                               IMA), based on national standards.
          (D)5.15 Intervals

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

          (D)5.16 Jeopardy Management

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

          (D)5.17 Trouble Screening

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


                                                                        Page 52
<PAGE>

                                                                         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

<PAGE>

                                                                         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

<PAGE>

                                                                         Part D
                                                       Miscellaneous Provisions

                   (D)6.2.1    Core Performance Indicators

                               (D)6.2.1.1     Gateway Availability Indicator

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

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

                               (D)6.2.1.2     Pre-Ordering Indicators

                                     PO-1     Pre-Order/Order Response times

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

                               (D)6.2.1.3     Ordering and Provisioning
                                              Indicators

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

                               (D)6.2.1.4     Maintenance and Repair Indicators

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

                               (D)6.2.1.5     Billing Indicators

                                                                         Page 55
<PAGE>

                                                                         Part D
                                                       Miscellaneous Provisions

                                  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
                                                                Minnesota Rates

                            PART E - MINNESOTA 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                              $14.56
                   First Line                                            $ 6.57
                   Each Additional Line
           RESIDENCE OR BUSINESS MANUAL                                  $27.52
                   First Line                                            $ 7.12
                   Each Additional Line
           PRIVATE LINE TRANSPORT                                        $45.08
                   First Circuit                                         $31.19
                   Additional Circuits, Same CSR                         $50.48
           ADVANCED COMMUNICATIONS SERVICES, PER 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 a 21.5% discount.

     a. The following products and services are not available for resale:
              - Concession Service
              - Customer Premises Equipment (separately or in packages)
                Promotions equal to or less than 90 days
              - USW Calling Cards Enhanced Services (Including Voice Messaging
                 Service)
              - Inside Wire (including installation, sale or maintenance)

     b. The following products and services are available at the 21.5%
     discount only to the same class of customer eligible to purchase that
     service from USW:

<TABLE>
              <S>                             <C>
              - Lifeline/Link-up              - Residential
              - Grandfathered                 - Contract services
              - Special arrangements          - Packaged services
              - Discounted service            - Promotional offerings of more than 90 days
</TABLE>

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

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

                                                                         Page 62