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                                                              Exhibit 10.39
SETTLEMENT AGREEMENT AND

MUTUAL GENERAL RELEASE

BETWEEN

TELEFONOS DE MEXICO, SA de CV,

AND

NETWORK ACCESS SOLUTIONS CORPORATION


This Settlement Agreement and Mutual General Release ("Agreement") is made
and entered into this 22nd day of December 2000 by and among  Telefonos de
Mexico, S.A. de C.V. ("Telmex")(1), and Network Access Solutions
Corporation ("NAS")(2).   Telmex and NAS shall periodically be referred to
herein collectively as the "Parties."
RECITALS
     WHEREAS Telmex and NAS have entered into the Stock Purchase Agreement,
dated as of February 4, 2000 (including, without limitation, each
Attachment, Schedule, and the Summary of Operating Agreement referred to in
the Stock Purchase Agreement or attached to the Stock Purchase Agreement)
(collectively the "Stock Purchase Agreement");
     WHEREAS the Parties each dispute the effect, operation,
interpretation, scope, application and enforceability of Sections 8.3, 9.1,
9.2, 9.3, 9.11 and 9.12 of the Stock Purchase Agreement and the Summary of
Operating Agreement attached thereto (the "Terminated Provisions");
     WHEREAS the Parties each respectively and mutually deny any obligation
to perform or continue to perform the Terminated Provisions in accordance
with terms and conditions of the Stock Purchase Agreement and in accordance
with any parole agreements arising from the Stock Purchase Agreement;
     WHEREAS the Parties each respectively and mutually deny any failure to
perform, breach, anticipatory breach, or other act, omission or other
conduct for with they might be liable one to the other arising out of the
Terminated Provisions, and each Party wishes to avoid the time, expense,
vexation and uncertainties associated with litigation and arbitration; and
the Parties mutually acknowledge they are compromising unliquidated,
disputed and doubtful claims; and

____________________
(1)  Telmex shall mean Telefonos de Mexico, S.A. de C.V., America Movil,
S.A. de C.V. and their respective parents, subsidiaries, affiliates,
shareholders, predecessors-in-interest, successors-in-interest, insurers,
indemnitors, directors, officers, agents, representatives, and employees.
(2)  NAS shall mean Network Access Solutions Corporation and its parents,
subsidiaries, affiliates, predecessors-in-interest, successors-in-interest,
insurers, indemnitors, officers, directors, agents, representatives, and
employees.

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     WHEREAS the Parties have agreed to compromise, waive, release, settle
and dismiss all complaints, actions, suits, arbitrations, claims, causes of
action, proceedings in equity or for extraordinary relief, administrative
or regulatory actions, collection, accounts, debts, sums of money, damages,
judgments, and demands in law or equity, arising from the matters that
involve disputes between the Parties arising out of or relating in any way
to acts, omissions or other conduct of the Parties relating to or arising
directly or indirectly out of the Terminated Provisions between the Parties
and their affiliates of even date herewith.
     NOW THEREFORE, in consideration of the mutual covenants, conditions
and promises contained herein, and other good and valuable consideration,
the receipt and sufficiency of which is hereby acknowledged, the Parties
agree as follows:
     1.   The Parties hereby agree that the Terminated Provisions are
hereby terminated and cancelled and shall have no further effect.  The
Series B Convertible Preferred Stock purchased by Telmex pursuant to the
Stock Purchase Agreement, and the provisions of the Stock Purchase
Agreement, other than the Terminated Provisions, shall continue in full
force and effect notwithstanding anything else contained in this Agreement.
     2.   NAS' General Release:  NAS hereby releases and discharges all
actions, suits, arbitrations, complaints, claims, causes of action,
proceedings in equity or for extraordinary relief, administrative or
regulatory actions, collections, accounts, debts, sums of money, damages,
judgments, and demands in law or equity by NAS of whatever kind and nature,
whether known or unknown, or suspected or unsuspected, asserted or
unasserted, whether made by NAS directly, representatively, derivatively or
in any other capacity or which could have been made or asserted by NAS,
arising out of or relating in any way to acts, omissions or other conduct
of Telmex relating to or arising directly or indirectly out of the
Terminated Provisions (the "NAS Released Claims").
     3.   Telmex's General Release:  Telmex hereby releases and discharges
all actions, suits, arbitrations, complaints, claims, causes of action,
proceedings in equity or for extraordinary relief, administrative or
regulatory actions, collections, accounts, debts, sums of money, damages,
judgments, and demands in law or equity by Telmex of whatever kind and
nature, whether known or unknown, or suspected or unsuspected, asserted or
unasserted, whether made by Telmex directly, representatively, derivatively
or in any other capacity or which could have been made or asserted by
Telmex arising out of or relating in any way to acts, omissions or other
conduct of NAS relating to or arising directly or indirectly out of the
Terminated Provisions (the "Telmex Released Claims" and together with the
NAS Released Claims, the "Released Claims").
     4.  The Parties agree that this Agreement is, and shall be construed
to be, a covenant not to sue or institute other legal, equitable,
regulatory or administrative proceedings by one Party against the other,
and further agree that these covenants are made to inure to the benefit of,
and are to be enforceable by, the respective Parties.
     5. Each Party expressly warrants and represents to the other Party
that it has not assigned, pledged or otherwise in any manner whatsoever
sold or transferred, either by instrument in writing or otherwise, any
right, title, interest or claim which it has or may have arising from the
Terminated Provisions.
     6.  The Parties intend that their mutual waivers and releases be as
comprehensive and broad as is legally permissible with respect to the
Terminated Provisions, and this Agreement be a complete, final and
determinative settlement of all matters in dispute arising out of the
Terminated Provisions and any related parole agreements.  Each Party
acknowledges it shall have no further recourse against the other Party with
respect to the Released Claims.
     7.  Neither this Agreement nor any act or negotiations undertaken or
performed, or any document executed or referenced, in furtherance of this
Agreement or the settlement:  (i) is, or shall be deemed to be, or shall be
used as an admission by or against the settling Parties, or any of them;
(ii) is, or shall be deemed to be, or shall be used as evidence of an
admission or concession of, any liability, fault, or omission of or by any
settling Party; (iii) shall be offered or received in evidence in any
action or proceeding by any party in any court, or before any regulatory or
administrative agency or other tribunal for any purpose whatsoever other
than to enforce the provisions of this Agreement, provided the Parties may
use this Agreement for any purpose in conjunction with enforcement of any
contractual, indemnity or other legal rights or claims which the Parties,
or any of them, may have against any person who is not a Party.
     8.  The consideration set forth herein is material and not a mere
recital.
     9.  Each Party expressly represents and warrants that no promise,
inducement or representation of any kind or character, whether oral or
written, has been made by the other Party or any other person acting for
the other Party, except as is expressly stated in this Agreement.  Each
Party acknowledges it relies solely on its own knowledge, and judgment and
the advice of its legal counsel in executing this Agreement.
     10.  Authorization.  Any individual signing this Agreement for or on
behalf of an entity other than a natural person does by said signature
warrant that he/she is duly authorized by said entity to undertake such
action on its behalf and that such signature is the valid and binding act
of that entity.
11.  Miscellaneous.
     a.  This Agreement shall be construed in accordance with and governed
by the laws of the State of Delaware, without regard to conflict of law
provisions.
     b.  The Parties agree that this Agreement and any other document
required or contemplated to be executed in order to consummate this
Agreement may be executed in one or more counterparts, each of which shall
be deemed an original agreement.  All counterparts of any such document
together shall constitute one and the same instrument.
     c.  This Agreement sets forth the entire agreement between the parties
with respect to the matters referenced herein and supersedes any and all
prior agreements or understanding between the parties pertaining to the
subject matter hereof.
     d.  This Agreement may not be amended, altered, modified or waived, in
whole or in part, except in a writing executed by all the Parties to this
Agreement.
     e.  The failure of any Party to insist upon strict adherence to any
term of this Agreement on any occasion shall not be considered a waiver
thereof or deprive that Party of the right thereafter to insist upon strict
adherence to that term or any other term of this Agreement.
     f.  Counsel for the Parties have mutually contributed to the
preparation of this Agreement.  Accordingly, this Agreement shall not be
construed against any Party, but shall be construed as if the Parties
jointly prepared this Agreement, and any uncertainty or ambiguity shall not
be interpreted against one Party.
     12.  Each Party shall bear its own costs and attorneys' fees incurred
with respect to this settlement.
     13.  If any provision of this Agreement is adjudicated to be invalid,
unenforceable or void for any reason whatsoever, each such provision shall
be severed from the remaining provisions and shall not affect the validity
or enforceability of such remaining provisions, but only to the extent that
giving effect to the remaining provisions hereof shall be in accordance
with the intent of the parties.
     14.  Dispute Resolution:  The Parties shall attempt to promptly
resolve any Dispute by negotiation between the employees of each Party
responsible for implementing this Agreement.  Any Party may provide another
Party with a Dispute Notice, which will set forth the nature of the dispute
by referencing, at a minimum, the provisions of this Agreement or the
Terminated Provisions and other documents at issue together with the
particular act or omissions at issue,  and the identity of representatives
of the complaining Party who will attend settlement meetings. The Dispute
Notice shall also provide a statement of the noticing Party's proposed
remedy to resolve the dispute.  After the receipt of a Dispute Notice, the
representatives of the affected Parties shall meet as soon as practicable
at mutually acceptable times and places.
     14.1 Referral to Dispute Resolution Officers.  If a Dispute has not
been resolved within thirty (30) days of the receipt of written notice, the
Dispute shall be referred to a senior executive designated by the
respective Parties for resolution.  If they do not resolve the Dispute
within forty-five (45) days, either Party may refer the Dispute to
arbitration pursuant to Section 14.3.
     14.2 Confidentiality of Negotiations. All negotiations pursuant to
this Section 14 shall be confidential and shall be treated as compromise
and settlement negotiations.  Nothing said or disclosed, nor any document
produced, in the course of such negotiations which is not otherwise
independently discoverable, shall be offered or received as evidence or
used for impeachment or for any other purpose in any current or future
arbitration or litigation.
     14.3 Arbitration. If either Party refers the Dispute to arbitration,
the Dispute shall be finally settled by binding arbitration in accordance
with the commercial arbitration rules of the American Arbitration
Association ("AAA") then in effect.  However, in all events, the
arbitration provisions in this Section 14 shall govern over any conflicting
rules that may now or hereafter be contained in the AAA rules.  The
arbitration shall be held in New York, New York, unless the Parties
mutually agree to have the arbitration held elsewhere, and judgment upon
any award made therein may be entered by any court having jurisdiction over
the award, over the applicable Parties, or their respective assets;
provided, however, that nothing contained in this Section shall be
construed to limit or preclude a Party from bringing any action in any
court of competent jurisdiction for injunctive or other provisional relief
in order to preserve the status quo pending arbitration or otherwise in aid
of the arbitration and intent of this Section 14.  The arbitrators shall
have the authority to grant any equitable and legal remedies that would be
available in any judicial proceeding instituted to resolve any Dispute
hereunder.
     14.4 Arbitrators. Any arbitration will be conducted before three (3)
arbitrators, one of whom shall be chosen by the complaining Party, one of
whom shall be chosen by the other Party, and the third of whom shall be
chosen by the other two arbitrators.  The Parties may obtain lists of
candidates from their choice of the AAA, JAMS or both, for their respective
choices.  If lists are obtained from both AAA and JAMS, the two arbitrators
chosen by the Parties shall choose the third arbitrator by reference to
both lists.
          14.4.1         Each person on the list obtained from the AAA
and/or JAMS as a potential arbitrator shall be a neutral and impartial
party who has had training and experience as an arbitrator. The decision of
a majority of the arbitrators will be the decision of the arbitrators.
          14.4.2         The arbitrators shall permit such discovery of
information related to the Dispute in arbitration as they shall determine
is appropriate in the circumstances, taking into account the needs of and
burdens on the Parties, the issues and facts in dispute, the importance of
the discovery to resolution of the dispute, the amount in controversy and
the desirability of making discovery expeditious and cost-effective; but,
in no event exceeding the scope and availability of discovery afforded
under the Rules of the AAA.
     14.5 Costs and Fees. All fees and expenses of the arbitrators,
expenses for hearing facilities and other expenses of the arbitration shall
be borne equally by the Parties to the Dispute unless the arbitrators in
the award assess such fees and expenses in some other manner.  Each Party
shall bear the fees and expenses of its own attorneys and witnesses except
to the extent otherwise provided in this Agreement or by law; provided,
that if the arbitrators determine that the claim or defense of any Party
was frivolous or lacked a reasonable basis in fact or law, the arbitrators
may assess against such Party all or part of the fees and expenses of
attorneys and witnesses for any other Party.
     14.6 Burden of Proof.  For any Dispute submitted to arbitration, the
burden of proof will be the same as if the claim were litigated in a
judicial proceeding under the laws of the State of Delaware.
     14.7 Award.  Upon the conclusion of any arbitration proceedings
hereunder, including requested post-submission briefing, the arbitrators
will render findings of fact and conclusions of law and a written opinion
setting forth the basis and reasons for any decision reached and will
deliver such documents to each Party to this Agreement along with a signed
copy of the award within thirty (30) days.
     14.8  Agreement Controls. The arbitrators chosen in accordance with
these provisions will not have the power to alter, amend or otherwise
affect the terms of these arbitration provisions or the provisions of this
Agreement.
     Executed as of the 22nd day of December, 2000 by the Parties'
undersigned authorized representatives.
TELEFONOS de MEXICO, SA de CV           NETWORK ACCESS SOLUTIONS
                                        CORPORATION

By:  /s/ Jose Manuel Camino             By:  /s/ Nick Williams
Name:  Jose Manuel Camino               Name:  Nick Williams
Title: Treasurer                        Title: President

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