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                                                                    EXHIBIT 10.4

                                AGREEMENT FOR THE

                  PROVISION OF BILLING AND COLLECTION SERVICES

                                       FOR

                              DIRECTORY PUBLISHERS

                                     BETWEEN

                                     GPP LLC

                                       AND

                                QWEST CORPORATION

THE PARTIES ACKNOWLEDGE THAT THIS AGREEMENT CONTAINS COMMERCIALLY CONFIDENTIAL
INFORMATION THAT MAY BE CONSIDERED PROPRIETARY BY EITHER OR BOTH PARTIES, AND
AGREE TO LIMIT THE DISTRIBUTION OF THE AGREEMENT TO THOSE INDIVIDUALS IN THEIR
RESPECTIVE ORGANIZATIONS WITH A NEED TO KNOW THE CONTENTS OF THE AGREEMENT.

                                     Notice
    The information contained herein should not be disclosed to unauthorized
      persons. It is meant for use by authorized representatives of Qwest
                               and Customer only.

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                               TABLE OF CONTENTS

<TABLE>
<CAPTION>
SECTION                                                                                                            PAGE
-------                                                                                                            ----
<S>                                                                                                                <C>
1.    Purpose of Agreement.......................................................................................    4

2.    Scope of Agreement.........................................................................................    5

3.    Responsibilities of Customer...............................................................................    5

4.    Provision of Billing and Collection Services...............................................................    7

5.    Developmental Charge(s)....................................................................................    8

6.    Service Commitment.........................................................................................    9

7.    Customer Prices and Payment................................................................................   10

8.    Dispute Resolution.........................................................................................   11

9.    Audit......................................................................................................   11

10.   Billing Errors and Limitation of Liability.................................................................   13

11.   Data Retention.............................................................................................   16

12.   Indemnification............................................................................................   16

13.   Taxes......................................................................................................   17

14.   Purchase of Accounts Receivable............................................................................   20

15.   Limitations Period.........................................................................................   20

16.   Term and Termination of Agreement..........................................................................   20

17.   Proprietary and Confidential Information...................................................................   21

18.   Force Majeure..............................................................................................   22

19.   Default....................................................................................................   23

20.   Amendments; Waivers........................................................................................   23

21.   Assignment.................................................................................................   24

22.   Notices and Demands........................................................................................   24

23.   Representations and Warranties.............................................................................   25

24.   Relationship of Parties....................................................................................   25
</TABLE>

                                     Notice
    The information contained herein should not be disclosed to unauthorized
      persons. It is meant for use by authorized representatives of Qwest
                               and Customer only.

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<TABLE>
<S>                                                                                                                <C>
25.   Third-Party Beneficiaries..................................................................................   25

26.   Governing Law..............................................................................................   25

27.   Lawfulness of Agreement....................................................................................   26

28.   Successors and Assigns.....................................................................................   26

29.   Headings...................................................................................................   26

30.   Entire Agreement...........................................................................................   26

31.   Miscellaneous..............................................................................................   26

Exhibit A     Definitions........................................................................................  A-1
Exhibit B     Description of Services............................................................................  B-1
Exhibit C     Price Lists........................................................................................  C-1
Exhibit D     Accounts Receivable Settlement Terms...............................................................  D-1
Exhibit E     Treatment and Collection Policy....................................................................  E-1
Exhibit F     Mechanized Adjustment Records......................................................................  F-1
Exhibit G     Adjustments........................................................................................  G-1
Exhibit H     DPS Billing Policy.................................................................................  H-1
Exhibit I     ASK End User Account Information...................................................................  I-1
</TABLE>

                                     Notice
    The information contained herein should not be disclosed to unauthorized
      persons. It is meant for use by authorized representatives of Qwest
                               and Customer only.

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                         AGREEMENT FOR THE PROVISION OF
                         BILLING AND COLLECTION SERVICES
                     FOR DIRECTORY PUBLISHING SERVICES (DPS)

THIS AGREEMENT for the Provision of Billing and Collection Services for
Directory Publishing Services (this "Agreement") is entered into as of this 1st
day of September, 2003 (the "Effective Date"), by and between Qwest Corporation,
a Colorado Corporation ("Qwest") and GPP LLC, a Delaware limited liability
company ("Customer") (each a "Party" and together the "Parties"), acting through
their authorized representatives.

WHEREAS, Qwest Dex, Inc. ("Dex"), Qwest Communications International Inc.
("QCII"), Qwest Services Corporation ("QSC") and Dex Holdings LLC ("Buyer")
entered into that certain Purchase Agreement dated as of August 19, 2002 (the
"LLC Purchase Agreement"), pursuant to which Dex (i) contributed certain of its
assets and liabilities to SGN LLC, and (ii) sold all of the outstanding limited
liability company interests of SGN LLC to Buyer following such contribution; and

WHEREAS, in connection with the LLC Purchase Agreement, Dex, QCII, QSC and Buyer
entered into that certain Purchase Agreement, dated as of August 19, 2002 (the
"LLC II Purchase Agreement"), pursuant to which Dex has agreed, subject to the
terms and conditions set forth therein, to (i) contribute certain of its assets
and liabilities to Customer, and (ii) sell all of the outstanding limited
liability company interests of Customer to Buyer following such contribution on
a certain date; and

WHEREAS, in connection with the LLC Purchase Agreement, Qwest and SGN LLC are
entering into a billing and collection agreement as of even date herewith and on
substantially the same terms and conditions as this Agreement (the "Dexter
Agreement"), pursuant to which Qwest agrees to bill SGN LLC's DPS services to
End User accounts within Colorado, Iowa, Minnesota, Nebraska, New Mexico, North
Dakota and South Dakota; and

WHEREAS, Section 7.2(g) of the LLC II Purchase Agreement provides that the
obligations of Dex, QSC, QCII and Buyer to consummate the closing under the LLC
II Purchase Agreement are subject, among other things, to the execution and
delivery of this Agreement; and

WHEREAS, Customer intends to purchase from Qwest and Qwest intends to provide to
Customer billing and collection services and certain PAR obligations
(collectively, the "Services"), as further described in Exhibit B, via the use
of ABEC 0576.

NOW, THEREFORE, in consideration of the mutual benefits accruing to each Party
and other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the Parties hereby covenant and agree as follows:

1.       Purpose of Agreement

         A. The purpose of this Agreement is to set forth terms and conditions
            pursuant to which Qwest will provide the Services for Customer's
            business of publishing telephone directory products and services
            consisting principally of searchable (e.g., by alphabet letter or
            category) multiple

                                     Notice
    The information contained herein should not be disclosed to unauthorized
      persons. It is meant for use by authorized representatives of Qwest
                               and Customer only.

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            telephone listings and classified advertisements that are delivered
            or otherwise made available to End Users in tangible media (e.g.,
            paper directories, CD-ROM) or electronic media (e.g., Internet), as
            presently conducted by Customer. Such products and services of
            Customer will hereinafter be referred to collectively as DPS
            services.

         B. Qwest agrees to bill Customer's DPS services to End User accounts
            within the territory comprised of the seven states of Arizona,
            Idaho, Oregon, Montana, Utah, Washington, and Wyoming.

2.       Scope of Agreement

         This Agreement defines the terms and conditions for which Qwest will
         provide DPS to Customer and includes the following Exhibits:

         Exhibit A              Definitions
         Exhibit B              Description of Services
         Exhibit C              Price Lists
         Exhibit D              Accounts Receivable Settlement Terms
         Exhibit E              Treatment and Collection Policy
         Exhibit F              Mechanized Adjustment Records
         Exhibit G              Adjustments
         Exhibit H              DPS Billing Policy
         Exhibit I              ASK End User Account Information

         The above referenced Exhibits are attached hereto and incorporated
         herein by reference.

3.       Responsibilities of Customer

         A. Customer will utilize uniquely designated ABECs, assigned by Qwest
            from an authorized list provided by Telcordia Technologies, for
            purposes of billing DPS.

         B. Prior to submitting any new DPS services for billing, Customer
            agrees to prepare and submit the Qwest Billing Service Request Form
            (attached hereto as Attachment 1 of Exhibit B) for Qwest approval,
            as further described in Exhibit B, Section II. Customer further
            agrees to submit, together with a written Billing Service Request
            Form, the following documentation: 1) marketing materials, 2)
            program description/content materials, 3) subscriber authentication
            processes utilized for approval and 4) any known historical
            subscriber dispute and Adjustment activity information.

         C. For each DPS Billing Transaction submitted to Qwest for billing,
            Customer will provide as part of such Billing Transaction, pertinent
            data for presentation on the End User bill with the appropriate
            level of detail to ensure the presentation of the charge/credit on
            the bill is a true representation of the transaction in all material
            respects. Without limiting Customer's obligations as set forth in
            the previous sentence, for each DPS Billing Transaction submitted to
            Qwest for billing, Customer will provide the following information
            in order to ensure the

                                     Notice
    The information contained herein should not be disclosed to unauthorized
      persons. It is meant for use by authorized representatives of Qwest
                               and Customer only.

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            presentation of the charge/credit on the bill is a true
            representation of the transaction with respect thereto: 1) service
            descriptions and/or program names; 2) the date the transaction took
            place; 3) the amount of the transaction (including appropriate
            tax(s); and 4) duration of the transaction for time-sensitive
            billing. Further, at the reasonable request of Qwest, Customer
            agrees to provide Qwest with billing details that accurately
            identify the transaction was actually initiated and authorized by
            the End User.

         D. Customer agrees to identify, properly represent and submit DPS
            Billing Transactions to Qwest in such a way that the presentation of
            such Billing Transactions on the End Users bill is a true
            representation of the transaction, as further specified in Section
            3.C above.

         E. Customer agrees to submit DPS Billing Transactions to Qwest with any
            appropriate taxes: 1) combined "bundled" with the DPS charge or 2)
            as a separate Billing Transaction amount, as set forth in Section 13
            of this Agreement. Further, Customer will have the responsibility of
            setting the appropriate tax exemption indicator (Indicator 27)
            correctly within each Billing Transaction.

         F. Customer agrees that Qwest, as soon as reasonably practicable, will
            print a disclaimer on Customer's portion of the bill that advises
            End Users that failure to pay for DPS charges billed within the
            Qwest shared-but will not result in the disconnection of the End
            User's local telephone service, in accordance with federal and state
            Truth in Billing regulatory rules.

         G. Customer will use commercially reasonable efforts at all times to
            (i) give prompt, courteous, and efficient service to End Users, (ii)
            act honestly and fairly in all dealings with End Users, and (iii)
            intentionally do nothing reasonably likely to discredit, dishonor,
            or in any manner injure the reputation of Qwest or the Services
            covered by this Agreement and the quality image associated with
            Qwest or such Services.

         H. Customer will use commercially reasonable efforts to promptly and
            efficiently respond to and resolve End User billing inquiries,
            including providing toll-free access to customer-service locations
            and adequate facilities and personnel to handle such inquiries.

         I. Customer will exercise commercially reasonable efforts not to submit
            to Qwest any Billing Transactions ninety (90) days or greater after
            the date the transaction occurred (hereinafter "old Billing
            Transactions"). Qwest reserves the right to reject and return old
            Billing Transactions to Customer as Unbillable.

         J. Customer will exercise commercially reasonable efforts to not submit
            Billing Transactions to Qwest for billing on public access line
            ("PAL") accounts. Qwest reserves the right to reject and return such
            Billing Transactions to Customer as Unbillable.

         K. Customer grants Qwest a non-transferable, revocable license to use
            Customer's tradename and logo (the "Licensed Property") in
            connection with the provision of the Services hereunder. Qwest will
            have the right to use the Licensed Property on each Page of an End
            User's bill that contains Customer's charges. Customer will provide
            Qwest with a photo-

                                     Notice
    The information contained herein should not be disclosed to unauthorized
      persons. It is meant for use by authorized representatives of Qwest
                               and Customer only.

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            quality reproduction of its logo for printing on the End User bill.
            In addition, Qwest will have the right to use the Licensed Property
            in connection with an informative message to the End User defining
            the relationship between Qwest and Customer. Subject to Section 4.D,
            Qwest will be required to comply with Customer's reasonable branding
            requirements as in effect from time to time with respect to
            Customer's Licensed Property.

         L. Customer represents and warrants that it is not a
            "telecommunications carrier (as defined under the Communications Act
            of 1934, as amended by the Telecommunications Act of 1996) within
            any Qwest Region.

         M. Customer will provide to Qwest in a timely manner all End User
            billing information necessary to permit Qwest to provide the
            Services. Such information will be provided in a format that is
            mutually agreed upon by Qwest and Customer. In addition, in the
            event any reporting obligations or requirements are imposed upon
            Qwest by any third party or regulatory agency in connection with
            this Agreement or the Services, each Party agrees to cooperate with
            the other Party, as reasonably requested, in complying with such
            obligations and requirements.

         N. If Qwest experiences a 15% or greater increase in volume of End User
            disputes (as measured at the end of any calendar month against the
            monthly average of the immediately preceding six (6) months)
            relating to Customer's DPS services, Customer will use commercially
            reasonable efforts to take such action as is necessary to promptly
            remedy such volume increase.

         O. If Customer's DPS Adjustment activity increases by at least 15% (as
            measured at the end of any calendar month against the monthly
            average of the immediately preceding six (6) months), Customer will
            use commercially reasonable efforts to take such action as is
            necessary to promptly remedy such Adjustment activity increase.

4.       Provision of Billing and Collection Services

         A. Qwest agrees and acknowledges that, subject to the various terms and
            conditions contained herein: (i) it is undertaking the various
            Services with respect to Customer's properly submitted DPS billing
            requests hereunder, as an agent for, and on behalf and for the
            benefit of, Customer; and (ii) all right, title and interest in and
            to Customer's Account Receivables (including all collections and
            proceeds thereof) will continue to be owned by Customer until such
            Account Receivable is purchased by Qwest pursuant to and in
            accordance with Exhibit D hereto.

         B. Services provided under the terms of this Agreement are contingent
            upon a shared Qwest End User bill in which Qwest is the provider of
            local telephone service (subject to the successor provisions
            contained herein).

         C. Qwest interstate and intrastate Services will be provided in
            accordance with the terms and conditions of this Agreement.

                                     Notice
    The information contained herein should not be disclosed to unauthorized
      persons. It is meant for use by authorized representatives of Qwest
                               and Customer only.

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         D. Except as otherwise provided herein, presentation of Customer's
            portion of the bill will be in Qwest's standard format, as in effect
            from time to time, for inclusion of third party Billing Transactions
            with respect to content, including, but not limited to, logos, bill
            format, type of Billing Transactions, Market Messages and
            relationship to others within the same bill.

         E. Services will be billed to Customer via a monthly B&C Invoice (as
            defined in Section 7.B hereof) and will be calculated utilizing one
            or a combination of the following pricing methodologies, as further
            described in Exhibit C:

            1. Volume-sensitive recurring pricing (billing volumes multiplied by
               a set price);

            2. Flat-rated recurring pricing; and/or

            3. Non-recurring Developmental Charges.

         F. In the event of a Governmental Entity order or other directive that
            may cause Qwest an increase in the cost of providing Services, Qwest
            reserves the right to allocate developmental costs associated with
            implementing the order across all affected customers, and/or to
            modify its rates for Services retroactive to the effective date of
            such order or other directive. Qwest will use commercially
            reasonable efforts to deliver to Customer thirty (30) days' advance
            notice of such allocation and other reasonable information relating
            to such order or other directive. In the event of such an increase
            in costs, Customer reserves the right to terminate this Agreement
            (or, in the case of such an order or other directive that applies
            solely to one or more of Customer's service areas, Customer may
            terminate this Agreement with respect to such affected service
            area(s)) upon thirty (30) days' written notice to Qwest. Customer
            must exercise its right to terminate this Agreement in accordance
            with this paragraph within ninety (90) days after Customer's receipt
            of notice from Qwest of such increase in costs.

         G. On an annual basis, Qwest will provide End Users with information
            relating to their billing rights for DPS services, in accordance
            with FCC and FTC guidelines. Customer agrees to pay Qwest for a
            percentage of costs associated with providing End Users with such
            statement. The percentage will be determined by calculating the
            annual volume of all DPS Billing Transactions for all End Users
            against the annual Billing Transaction volumes for Customer. Qwest
            will calculate Customer's annual Billing Transaction volumes using
            their Billing Transaction data billed in the preceding twelve (12)
            months. Qwest will determine a pro-rata percentage of the
            statement's cost across all affected customers.

5.       Developmental Charge(s)

         A. Qwest has three distinct operating regions, Central, Eastern and
            Western Regions, (hereinafter each operating region will be
            individually referred to as a "Qwest Region").

         B. Customer acknowledges and agrees that it is responsible for paying
            the initial set-up cost for the implementation for each Customer
            ABEC and the PARS in the manner contemplated by Exhibit D. Customer
            further acknowledges and agrees that an additional set-up charge
            will

                                     Notice
    The information contained herein should not be disclosed to unauthorized
      persons. It is meant for use by authorized representatives of Qwest
                               and Customer only.

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            apply for the implementation for each, if any, additional billing
            identifiers that are implemented in any Qwest Region at Customer's
            request (each a "Developmental Charge").

         C. All Developmental Charges resulting from Custom Request work, as set
            forth in Exhibit B, Section II, initiated and authorized by
            Customer, will be due and payable to Qwest at the then current rates
            (unless otherwise agreed by the Parties) as follows:

                  (i)      if such Developmental Charges are equal to or less
                           than one hundred and fifty thousand dollars
                           ($150,000), then Customer will pay all such
                           Developmental Charges in advance within thirty (30)
                           days after Qwest has agreed to implement the request;
                           and

                  (ii)     if such Developmental Charges are greater than one
                           hundred and fifty thousand dollars ($150,000), then
                           Customer will pay (a) 50% of such Developmental
                           Charges (the "Initial Payment") in advance within
                           thirty (30) days after Qwest has agreed to implement
                           the request, (b) 25% of such Developmental Charges
                           within thirty (30) days after the date of the Initial
                           Payment and (c) the remaining 25% of such
                           Developmental Charges within sixty (60) days after
                           the date of the Initial Payment; provided, however,
                           that 100% of the Developmental Charges will be paid
                           no less than thirty (30) days prior to the project's
                           implementation date.

6.       Service Commitment

         Customer understands and agrees that Qwest requires an annual minimum
         (hereinafter "Service Commitment") in the amount of $65,000.00 for each
         applicable Qwest Region, in recurring Service charges for each ABEC
         that is utilized for billing Customer's DPS services. Such Service
         Commitment is required for Customer's Actual Charges (as defined
         herein) incurred. For purposes of this Section, the term "Actual
         Charges" is defined as any recurring and/or non-recurring charges
         incurred after the initial set-up charges. The Service Commitment will
         be due and payable as follows:

         A. If the total combined Actual Charges incurred by Customer for all
            active ABECs, across all Qwest Regions, do not meet or exceed the
            Service Commitment in a given calendar year, then Qwest will conduct
            a true-up for that year after December actuals are billed on the
            January B&C Invoices. If Customer has not received Services from
            Qwest under a Billing and Collection Services agreement for a full
            calendar year at the time the true-up is performed, then a proration
            will be applied to the actual number of full months for which
            Customer has received Services from Qwest.

         B. Each year during the term of this Agreement, Qwest will invoice
            Customer by the end of the second quarter of the following year for
            the difference between the total Service Commitment due and the
            Actual Charges incurred by Customer across all Qwest Regions during
            the previous calendar year. Excess Actual Charges from one or more
            Qwest Region(s) may satisfy any amounts owing in one or more Qwest
            Region(s) for the same year.

                                     Notice
    The information contained herein should not be disclosed to unauthorized
      persons. It is meant for use by authorized representatives of Qwest
                               and Customer only.

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         C. Upon termination of this Agreement, the Service Commitment will be
            prorated using the number of days beginning with the end of the
            previous settlement period to the actual date of termination. Qwest
            will invoice Customer for the difference between the total Service
            Commitment due and the Actual Charges incurred by Customer across
            all Qwest Regions. Such amount will be invoiced to Customer and is
            due and payable in accordance with the provisions of Section 7
            below.

         D. If termination of this Agreement occurs prior to the termination
            date specified in Section 16.A of this Agreement, Qwest will conduct
            a true-up as follows: 1) Qwest will prorate the Service Commitment
            for the period from the Commencement Date to the date of
            termination; and 2) will calculate the difference between the total
            Service Commitment due and the Actual Charges incurred by Customer
            across all Qwest Regions. Such amount will be invoiced to Customer
            and is due and payable in accordance with the provisions of Section
            7 below.

7.       Customer Prices and Payment

         A. Prices

         All Services provided pursuant to this Agreement will be provided at
         the prices specified in Exhibit C.

         B. Invoices

         Services will be billed to Customer via a separate statement (an
         "Invoice") for each ABEC established to bill each of Customer's ABECs,
         utilizing the prices set forth in Exhibit C. To the extent that the
         Parties do not actually execute this Agreement on the first day of the
         month in which the Effective Date occurs, the invoices for that first
         month of Services will be prorated to reflect the commencement of
         Services on the Commencement Date.

         C. Payment of B&C Services

            1. Customer's payment for Services will be due on the payment due
               date reflected on the Invoice unless such date is not a Business
               Day, in which case payment will be due on the next Business Day
               (the "Payment Date").

            2. Any payment received by Qwest for Services rendered after the
               Payment Date or any payment received in funds that are not
               immediately available to Qwest on the Payment Date, will be
               subject to a late payment penalty. The late payment penalty will
               be the portion of the amount due Qwest received after the Payment
               Date times a late factor of 0.000310 per day compounded daily for
               the number of days from the Payment Date to and including the
               date that Customer actually made the payment to Qwest, which
               would result in an annual percentage rate of twelve percent
               (12%). The late payment penalty will be billed in the Detail of
               Late Payment Charges Section of the invoice.

                                     Notice
    The information contained herein should not be disclosed to unauthorized
      persons. It is meant for use by authorized representatives of Qwest
                               and Customer only.

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            3. Any late payment resulting from bank error will not be subject to
               the late payment penalty provided that Customer can verify that
               it was not at fault. It is the responsibility of Customer to
               notify the banks involved for resolution of the bank error.

            4. The provisions of Section 8 of this Agreement will govern any
               dispute associated with a Customer payment. Should the dispute
               not be resolved by the Payment Date of the amount due, Customer
               will, notwithstanding the continuing existence of the dispute,
               pay the billed amount in accordance with the provisions of this
               Agreement. Payment of the billed amount does not preclude the
               claiming Party from its right to have claim against the other
               Party for reimbursement until the dispute is resolved.

8.       Dispute Resolution

         Any claim, controversy or dispute between Qwest and Customer, other
         than any claim, controversy or dispute in which a Party seeks equitable
         relief, will be settled as follows:

         A. All disputes arising out of this Agreement between the Parties with
            respect to any subject listed in the preceding paragraph will be
            escalated through normal business procedures to the officer level
            prior to the commencement of any arbitration proceeding.

         B. Any claim, controversy or dispute between the Parties will be
            resolved by arbitration in accordance with the Federal Arbitration
            Act, 9 U.S.C. 1-16. A retired judge or a practicing attorney under
            the rules of the American Arbitration Association will conduct the
            arbitration. The arbitration will be conducted in Denver, Colorado.
            The arbitrators decision will be final and may be entered in any
            court with jurisdiction. Each Party will be responsible for its own
            costs.

9.       Audit

         A. For purposes of this Section, an audit will mean a Customer
            requested comprehensive review (hereinafter "Audit") of a Service,
            except as cited in paragraph F of this Section. Such Audit may
            encompass one (1) or more departments. Customer may conduct one (1)
            Audit during each year of the term of this Agreement over the Qwest
            Regions in which Qwest is billing for Customer under this Agreement;
            provided, however, that if an Audit uncovers a discrepancy in excess
            of ten percent (10%), then Customer will be entitled to another
            Audit within that one (1) year period. If an Audit is requested in
            one (1) or more Qwest Regions, it will be counted as one (1) Audit.

         B. Both Parties agree that the Audit will be limited to a statistically
            valid sample with a ninety percent (90%) confidence level and be
            further limited to the exact subject matter outlined in the written
            notification, as described in paragraph E, below. All Qwest expenses
            incurred during the Audit, including, but not limited to,
            investigative work, extraction of data and travel, will be shared
            equally by the Parties.

                                     Notice
    The information contained herein should not be disclosed to unauthorized
      persons. It is meant for use by authorized representatives of Qwest
                               and Customer only.

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         C. At such time as Customer desires to expand an Audit beyond a ninety
            percent (90%) confidence level, Customer agrees to pay all of
            Qwest's reasonable expenses for the incremental Audit activities
            required, including, but not limited to, account extraction,
            masking, analyzing accounts, and other Audit activities, at the
            rates set forth in Exhibit C, Consulting Services.

         D. At such time as an Audit is requested, the Parties will share
            equally all expenses associated with hiring a single independent
            auditor to perform the Audit, provided, however, that if the Audit
            proves a discrepancy in excess of fifteen percent (15%) in favor of
            Customer, Qwest will pay all such expenses. Prior to performing an
            Audit, the independent auditor will be required to sign a joint
            non-disclosure agreement with Customer and Qwest.

         E. To initiate an Audit, Customer will provide Qwest with written
            notice of its intent to Audit as well as the specific requirements
            of the Audit. Such requirements will identify:

            1. the exact Service to be audited;

            2. the desired start date;

            3. the desired Audit location;

            4. Customer's representatives; and

            5. specific materials to be reviewed, i.e.,

               a. number of accounts;

               b. type of accounts;

               c. Billing Transaction detail; and

               d. time period of data to be reviewed.

         F. After the Parties have agreed on the specific details of an Audit,
            including all requirements, a detailed time and cost estimate will
            be prepared by Qwest in accordance with the prices specified in
            Exhibit C, Consulting Service.

         G. The independent auditor will have the right, on behalf of Customer,
            to review all such records and accounts as may, under recognized or
            generally accepted accounting practices, or as otherwise will be
            reasonably necessary for the completion of the Audit, contain
            information on Customer's End User accounts and Services. Qwest will
            cooperate with all reasonable requests of the independent auditor
            and provide as promptly as reasonably practicable all information
            relevant to such request (subject to the other provisions of this
            Agreement including Section 9.6 and the remainder of this Section
            9.0). All information reviewed by the independent auditor is
            considered Confidential Information as such term is defined in

                                     Notice
    The information contained herein should not be disclosed to unauthorized
      persons. It is meant for use by authorized representatives of Qwest
                               and Customer only.

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            Section 17 hereof. Qwest will provide for review extracts or masked
            data containing information pertinent only to Customer. Qwest will
            not provide for review portions of source documents that contain
            information relating to other entities for which Qwest is providing
            Services.

         H. Upon completion of the Audit, corrective action, if any, will be
            initiated within thirty (30) days of the mutually agreed upon
            resolution. Any Qwest liability for Services disclosed by the Audit
            will result in an adjustment, which will be limited in accordance
            with the provisions of Section 10.

         I. All costs incurred by Qwest when Qwest participates on behalf of
            Customer during the course of an Audit of Customer ordered by a
            Governmental Entity will be the responsibility of Customer. Prior to
            Qwest's participation in a third party Audit, a detailed estimate
            will be prepared, based upon Customer's written notice, in
            accordance with the terms and prices set forth in Exhibits B and C
            respectively, Consulting Services. The estimate will be valid for a
            period of thirty (30) days from the date the estimate is delivered
            to Customer. Unless Qwest is ordered to conduct the Audit by a court
            or regulatory authority, both Parties must approve the estimate, and
            any subsequent revisions, in writing, prior to Qwest performing such
            services or Customer incurring any costs.

         J. Notwithstanding the foregoing Audit provisions, Qwest will provide
            Customer and its representatives (including financing providers),
            during normal business hours and as soon as commercially practicable
            after reasonable written request during the Term, with access to
            review and discuss the books and records and other information and
            personnel related to Customer's Account Receivables hereunder,
            subject in any event to all applicable law and confidentiality
            provisions.

10.      Billing Errors and Limitation of Liability

         A. Customer and Qwest agree to use commercially reasonable efforts to
            provide each other verbal notification immediately upon discovery of
            billing errors followed by written notification within ten (10)
            Business Days. Such written notification will contain detailed
            information to aid in identifying the cause of the billing error and
            its correction. Qwest agrees to use commercially reasonable efforts
            to correct billing errors within thirty (30) days of notification
            (by Customer) or discovery (by Qwest). Where meeting the thirty (30)
            day objective is not possible, Qwest will notify Customer in writing
            of the expected resolution date.

         B. Qwest makes no warranties, express or implied, as to any Service
            provided hereunder, except as expressly provided herein. Without
            limiting any representation or warranty as expressly provided
            herein, Qwest specifically disclaims any and all implied warranties,
            including without limitation, any implied warranties of
            merchantability, fitness for a particular purpose, or title or
            non-infringement.

                                     Notice
    The information contained herein should not be disclosed to unauthorized
      persons. It is meant for use by authorized representatives of Qwest
                               and Customer only.

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         C. Subject to the limitations set forth in Section 10.G and Section 18,
            if Qwest, directly due to its negligence or willful misconduct,
            fails to bill Customer's Billing Transactions, the Parties agree as
            set forth below in this Section 10.C.

            1. Qwest will promptly reprocess and bill the Billing Transactions.

               a. In cases where the rebilling would occur within one-hundred
                  and eighty (180) days from the initial receipt of the Billing
                  Transaction and Qwest reasonably determines that such
                  reprocessing is unfeasible from an economic, technical or
                  marketing perspective, Qwest will pay to Customer the amount
                  determined by applying the formula set forth in Section
                  10.C.2. Such payment will be made to Customer within thirty
                  (30) days from date of determination not to reprocess; and

               b. In cases where the rebilling would occur more than one-hundred
                  eighty (180) days after such billing would normally have
                  occurred, such rebilling will be performed only upon the
                  mutual agreement of the Parties. Absent such rebilling of
                  Billing Transactions, Qwest will pay to Customer the amount
                  determined by applying the formula set forth in Section
                  10.C.2. Such payment will be made to Customer within thirty
                  (30) days from the date of mutual agreement not to rebill. If
                  the Parties determine that reprocessing will not be done,
                  Qwest will be liable to Customer for the actual revenue
                  associated with the Billing Transactions not processed; and

            2. If Qwest cannot bill and Customer cannot resubmit such Billing
               Transactions, Qwest will estimate, in cooperation with Customer,
               the volume of such Billing Transactions and associated revenue,
               based on the most comparable previously known values, less
               Uncollectibles and Adjustments. Where the most comparable values
               are unknown, the estimated revenue associated with such unbilled
               Billing Transactions will be mutually agreed upon. Qwest will pay
               to Customer an amount equal to the estimated revenue associated
               with such unbilled Billing Transactions, less Adjustments,
               Uncollectibles and Bill Production charges, commensurate with
               such revenue. Payment to Customer will be made within thirty (30)
               days from the date of determination of such amount.

            3. For the purposes of this Agreement, if Qwest prints a bill that
               includes a Billing Transaction that complies with Section 4.D,
               and deposits the bill with the United States Postal Service, it
               will be deemed to have "billed" the Billing Transaction contained
               on such bill.

         D. Subject to and except as set forth in Section 10.C, Qwest's total
            liability for breach, non-performance or inadequate performance of
            its obligations hereunder and Customer's sole and exclusive remedy
            for any loss, cost, claim, injury, liability, or expense, including
            reasonable attorneys' fees (collectively, "Losses"), regardless of
            theory, for the following occurrences, will be limited to the lesser
            of the amounts paid by Customer hereunder, or the amount of actual
            damages incurred measured and further limited as follows:

                                     Notice
    The information contained herein should not be disclosed to unauthorized
      persons. It is meant for use by authorized representatives of Qwest
                               and Customer only.

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            1. If Qwest, due to gross negligence or willful misconduct, fails to
               collect or perform collection activities of Customer's End User
               Accounts resulting in increased net bad debt, Qwest's total
               liability and Customer's sole and exclusive remedy for any Losses
               resulting from this failure to perform, regardless of theory,
               will be limited to the associated actual price of the Bill
               Production charges paid by Customer for those uncollected
               accounts; and

            2. If Qwest, due to its gross negligence or willful misconduct,
               fails to perform or negligently performs any other Service
               specified in this Agreement, Qwest's total liability and
               Customer's sole and exclusive remedy for any Losses resulting
               from this failure to perform, regardless of theory, will be
               limited to the associated actual price of the Services
               negligently performed or not performed (including, without
               limitation, any indirect damages payable by Qwest to a third
               party).

         E. Customer's liability to Qwest (as distinct from Customer's
            obligation to pay for Services provided pursuant to this Agreement)
            for any Losses, regardless of theory, will be limited to the amount
            of actual damages incurred by Qwest (including, without limitation,
            any indirect damages payable by Qwest to a third party).

         F. Qwest assumes no liability for, and Customer will be solely
            responsible and liable with respect to, the accuracy of Billing
            Transactions submitted by Customer and provided by Customer to Qwest
            for billing.

         G. Notwithstanding anything in this Agreement to the contrary, in no
            event will Qwest be liable for any errors or Losses caused by any
            inaccurate or incomplete Customer instructions, whether written or
            verbal, associated with Customer requested changes, or by Customer's
            failure to comply with Section 3.D.

         H. In no event will either Party be liable to the other for any claim
            or cause of action requesting or claiming any incidental,
            consequential, special, indirect, statutory, punitive or reliance
            damages. Any claim or cause of action requesting or claiming such
            damages is specifically waived and barred, whether such damages were
            foreseeable or not or a Party was notified in advance of the
            possibility of such damages, unless such claim or cause of action is
            part of any claim for indemnification in accordance with Section 12
            hereof. Damages prohibited under this Agreement will include,
            without limitation, damage or loss of property or equipment, loss of
            profits, revenues or savings, cost of capital, cost of replacement
            services, opportunity costs, and cover damages.

         I. In the event the Parties cannot agree that reprocessing is feasible
            or cannot agree on a revenue settlement, or cannot agree on any
            other issue associated with this Section, the Parties agree to
            utilize the provisions of Section 8 above to resolve the dispute.

         J. Qwest assumes no liability for any Customer-calculated and applied
            taxes with respect to DPS Billing Transactions or on any taxes
            applied to Qwest-issued Adjustments of Customer Billing
            Transactions.

                                     Notice
    The information contained herein should not be disclosed to unauthorized
      persons. It is meant for use by authorized representatives of Qwest
                               and Customer only.

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11.      Data Retention

         Customer agrees to retain copies of all files transmitted or in any
         other fashion forwarded to Qwest for a minimum of one hundred and
         eighty (180) days after date of original transmission to Qwest.
         Customer further agrees to retransmit or re-forward files upon request
         of Qwest at no cost to Qwest. Customer will exercise commercially
         reasonable efforts to retransmit or re-send such files no later than
         five (5) Business Days from receipt of a request from Qwest. However,
         in the event Qwest cannot receive the original transmission due to
         transmission system failure, improperly formatted data on the file, or
         other reasons related to Customer, Customer will exercise commercially
         reasonable efforts to immediately retransmit the file upon correction
         of the problem causing the failure. The Parties agree that Customer
         will exclusively and solely own all information of the End Users that
         is transmitted hereunder, together with all aggregated or generated
         data and compilations solely containing such information and generated
         hereunder, and such information will be subject to Section 17, other
         than those components of such information provided to Customer under
         the List License Agreement for the Use of Directory Publisher Lists and
         Directory Delivery Lists of even date herewith by and between Qwest and
         Customer, as the same may be amended, modified or supplemented from
         time to time.

12.      Indemnification

         A. Subject to the limitations set forth in Section 10, each Party will
            indemnify (the "Indemnifying Party") and hold harmless the other
            Party (the "Indemnified Party") and its directors, officers,
            employees, affiliates, agents and assigns from and against any and
            all Losses directly or indirectly based upon, arising from or
            resulting from such Party's failure to perform any of its
            obligations under this Agreement.

         B. Customer will, except to the extent of Qwest's gross negligence,
            fraud or willful misconduct, indemnify and hold harmless Qwest, from
            and against any Losses awarded to or assessed by third parties,
            directly relating to or arising out of Qwest's billing of Customer's
            Billing Transactions, including but not limited to claims of End
            Users and claims, complaints or proceedings of any Governmental
            Entity (it being agreed and understood by the Parties that no
            indemnification will be made under this Section 12.B for Losses
            arising out of any claims asserted against Qwest for its billing or
            other business activities generally which is not specifically
            attributable to Qwest's billing of Customer's Billing Transactions).

         C. The Indemnified Party will notify the Indemnifying Party promptly in
            writing of any written claims, lawsuits, or demands by third parties
            for which the Indemnified Party alleges that the Indemnifying Party
            is responsible under this Section and, at the request of the
            Indemnifying Party, tender the defense of such claim, lawsuit or
            demand to the Indemnifying Party. The Indemnified Party also will
            cooperate in every reasonable manner with the defense or settlement
            of such claim, demand, or lawsuit.

         D. The Indemnifying Party will not be liable under this Section for
            settlements by the Indemnified Party of any claim, demand, or
            lawsuit unless the Indemnifying Party has approved the settlement in
            advance or unless the defense of the claim, demand, or lawsuit has

                                     Notice
    The information contained herein should not be disclosed to unauthorized
      persons. It is meant for use by authorized representatives of Qwest
                               and Customer only.

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            been tendered to the Indemnifying Party in writing and the
            Indemnifying Party has failed promptly to undertake the defense.

         E. Under the terms of this Agreement, Qwest may provide to Customer
            certain information regarding Customer's subscribers. Qwest is
            releasing to Customer such information based on Qwest's first-hand
            knowledge of its own experiences with the End User involved.
            Customer agrees to defend, indemnify and hold Qwest harmless from
            and against any Losses, regardless of theory, arising out of or
            related to the release of any Customer subscriber information by
            Qwest to Customer of a type that is not otherwise customarily
            released by Qwest to its other billing and collection customers.

         F. Customer will defend, indemnify and hold harmless Qwest from and
            against any Losses relating to or arising from the calculation and
            application of taxes upon the receipt of Customer's Billing
            Transactions or the application of taxes on Qwest-issued Adjustments
            of Customer's Billing Transactions.

13.      Taxes

         A. General Provisions

            1. Customer will be liable for all Customer Taxes. "Customer Taxes"
               will be defined as: (i) all state and local sales, use,
               value-added, gross receipts, foreign, privilege, utility,
               infrastructure maintenance, property, federal excise and similar
               levies, duties and other similar tax-like charges lawfully levied
               by a duly constituted taxing authority against or upon the
               Customer's services provided to its End Users; and (ii)
               tax-related surcharges or fees that are related to the Customer's
               services provided to its End Users and authorized by applicable
               tariffs. However, Customer will not be liable for any Taxes
               imposed on or measured by the net income or net worth of Qwest
               (including the Washington State Business and Occupation Tax).

            2. Customer understands and agrees that Qwest is merely providing
               Services with respect to the billing and collection of amounts
               owed to Customer by End Users and Customer Taxes hereunder. Qwest
               will not report these billings as its own receipts for gross
               receipts tax purposes or any other tax purpose. Qwest will have
               no responsibility for the preparation or filing of returns or
               payments of Customer Taxes other than as required by law. Qwest
               will not retain or be entitled to receive from Customer any
               statutory fee or share of Customer Taxes to which the person
               collecting such Customer Taxes is or may be entitled to under
               applicable law.

            3. Customer will be solely responsible for the computation,
               reporting, and payment of all Customer Taxes and surcharges
               applicable to the services provided by Customer to its End Users
               and will be solely responsible for separately identifying the
               applicable Taxes for its End Users. Where applicable, Customer
               agrees to populate the appropriate indicators to advise Qwest
               that the DPS Billing Transaction is tax-exempt or that all

                                     Notice
    The information contained herein should not be disclosed to unauthorized
      persons. It is meant for use by authorized representatives of Qwest
                               and Customer only.

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               applicable taxes have been included in the Billing Transaction
               amount or submitted in a separate Billing Transaction.

            4. Any communications from End Users relating to Customer Taxes will
               be the responsibility of Customer. Customer will respond promptly
               to all complaints lodged by End Users regarding Customer's
               treatment. All determinations as to the removal, addition, or
               adjustment of Customer Taxes to be billed to End Users will be
               the responsibility of Customer. To the extent Adjustments are
               made by Customer, with respect to Customers' DPS services billed
               by Qwest under this Agreement, such Adjustments will include all
               applicable federal, state and local taxes or tax related items.
               All communications with taxing authorities regarding Customer
               Taxes applicable to Customer's transactions will be the
               responsibility of Customer. Any communication Qwest receives from
               an End User or taxing authority regarding Customer Taxes will be
               referred promptly to Customer.

            5. In the event any federal, state, or local laws, court orders, or
               agency orders, rules, or regulations direct a change to the
               billing or reporting of taxes, or bill presentation of taxes, and
               such change necessitates a billing system modification, Customer
               will be required to pay for such modification.

            6. In the event that Customer has requested a change in Customer Tax
               procedures and no change has been implemented due to the
               inability of Qwest and Customer to agree upon Customer
               reimbursing Qwest for the cost of such changes, any audit
               assessment related thereto will not be deemed to be a willful or
               negligent failure of Qwest to perform its contractual obligations
               hereunder.

            7. Customer will be liable for all applicable Service Taxes.
               "Service Taxes" will be defined as: (i) all state and local
               sales, use, value-added, gross receipts, foreign, privilege,
               utility, infrastructure maintenance, property, federal excise and
               similar levies, duties and other similar tax-like charges
               lawfully levied by a duly constituted taxing authority against or
               upon the Services performed by Qwest under this Agreement; and
               (ii) tax-related surcharges or fees that are related to the
               Services performed by Qwest under this Agreement and authorized
               by applicable tariffs. However, Customer will not be liable for
               any Taxes imposed on or measured by the net income or net worth
               of Qwest (including the Washington State Business and Occupation
               Tax). The cost of Service Taxes is not part of the price agreed
               upon for Services under this Agreement and will be in addition
               thereto.

            8. All audit adjustments to Service Taxes, associated interest and
               penalties will be the liability of Customer. Should any federal,
               state or local jurisdiction determine that any such additional
               Service Taxes are due by Qwest as a result of Qwest's performance
               of any obligation under this Agreement, Qwest will notify
               Customer within ten (10) days after Qwest receives a formal
               assessment from a taxing jurisdiction for any additional Service
               Taxes. Customer will have the opportunity to advise Qwest in the
               response to said assessment. Absent receipt of a written response
               within ten (10) days after mailing

                                     Notice
    The information contained herein should not be disclosed to unauthorized
      persons. It is meant for use by authorized representatives of Qwest
                               and Customer only.

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               of the notice, Qwest may elect at its sole discretion to pay the
               assessment and obtain reimbursement from Customer. Customer will
               pay Qwest within thirty (30) days after the date Qwest provides
               Customer a copy of such assessment and payment.

            9. In the event Qwest notifies Customer of an assessment and
               Customer wishes to appeal such assessment, Qwest agrees to
               reasonably cooperate with Customer in any defense of such claim
               or liability by: 1) providing documentation in its possession and
               control that is reasonably related to the provision of Services
               and for which a claim of indemnification is made by Qwest
               hereunder, 2) making personnel available as is reasonably
               necessary for deposition or testimony at the trial or hearing in
               any action brought for which a claim for indemnification is made
               by Qwest hereunder, and 3) authorizing Customer to defend in and
               for the name of Qwest any action brought by a taxing jurisdiction
               regarding the Service Taxes. All reasonable costs incurred by
               Qwest in the provision of these and other requested services will
               be at the expense of Customer, including the payment of any tax,
               interest and penalties necessary to pursue an appeal against an
               audit assessment.

         B. Taxes - Indemnity and Recourse:

            1. Customer will indemnify, hold harmless, and defend (at Customer's
               expense) Qwest from any Customer Tax, and any Losses associated
               therewith, relating to or arising out of Customer's failure (to
               the extent not attributable to a negligent act or omission of
               Qwest) to pay any Customer Tax or file any return as required by
               law or to comply with any applicable tax laws or regulations, in
               accordance with this Agreement. In the event Qwest is assessed
               any Customer Taxes imposed by reason of this Agreement, Customer
               will be liable for all such taxes and the cost of defense of such
               assessment.

            2. Qwest will indemnify, hold harmless, and defend (at Qwest's
               expense), Customer from and against any Losses arising from
               additional penalties incurred by Customer as a result of the
               grossly negligent failure of Qwest to provide Customer accurate
               and complete information in relation to DPS billing in accordance
               with the terms of this Agreement.

            3. The obligation of Qwest and Customer with regard to any indemnity
               or reimbursement pursuant to this Section will expire upon the
               later of thirty (30) days after: 1) the expiration of all
               applicable statutes of limitations on any potential or actual
               obligation or liability of Qwest and/or Customer, 2) the entry of
               a non-appealable final order in a court of law or administrative
               agency in any action brought which claims or alleges that Qwest
               or Customer owes any such taxes to the taxing jurisdiction, or 3)
               payment to the taxing jurisdiction under an agreement entered
               into with such taxing jurisdiction in full settlement for any and
               all liabilities which are, or may be alleged to be, due and
               payable with respect to this Agreement.

                                     Notice
    The information contained herein should not be disclosed to unauthorized
      persons. It is meant for use by authorized representatives of Qwest
                               and Customer only.

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14.      Purchase of Accounts Receivable

         Qwest will purchase from Customer its Accounts Receivable arising from
         bills issued by Qwest to End Users. The purchase of Accounts Receivable
         will be limited to Amounts Due Customer (as described in Exhibit D)
         when Qwest provides Services for Customer. Qwest's purchase of
         Customer's Accounts Receivable will be with full recourse as set forth
         in Exhibit D.

15.      Limitations Period

         Claims made under this Agreement will be subject to the following
         limitation periods:

         A. Subject to Section 10.C. no claim arising from Qwest's failure to
            bill a Billing Transaction, or failure to properly bill a Billing
            Transaction, to an End User will be asserted more than eighteen (18)
            months after the Billing Transaction was or should have been billed.

         B. No other claim or demand under this Agreement, including demands
            made under the arbitration section hereof, or any other demand or
            claim with respect to this Agreement may be made or brought by
            either Party more than two years after the date of the event that
            gave rise to the demand or claim except that: 1) the limitation
            period herein will not apply to claims for revenue due Customer from
            its End Users to the extent Qwest has collected and retained such
            revenue; 2) a demand or claim for indemnification under this
            Agreement may be made or brought by a Party for two years after the
            accrual of the cause of action for indemnity; and 3) any claim in
            the nature of fraud or concealment may be brought within two years
            of discovery of the existence of such fraud or concealment.

16.      Term and Termination of Agreement

         A. This Agreement will become effective as of the first Business Day
            after the Closing (as such term is defined in the LLC II Purchase
            Agreement) (the "Commencement Date") and will continue until the
            termination of the Dexter Agreement, unless earlier terminated in
            whole or in part as provided herein.

         B. Customer may (i) terminate this Agreement for convenience and
            without penalty upon no less than thirty (30) days' prior written
            notice to Qwest ("Termination Notice"), or (ii) subject to Section
            18, immediately terminate this Agreement in the event of any willful
            failure of Qwest to pay, on any applicable due date, the full amount
            of the Amount Due Customer in respect of Customer's Account
            Receivables to be purchased on such date in accordance with Exhibit
            D hereto; provided that Customer will provide Qwest with prompt
            notice of its election to terminate this Agreement pursuant to this
            clause (ii), Customer's sole and exclusive obligation upon
            termination under this Section 16.B, except as otherwise expressly
            set forth herein, is to make payment for all balances due,
            including, without limitation, with respect to any Service
            Commitment as provided in Section 6 of this Agreement, and for
            authorized charges associated with any completed or partially
            completed Custom Request for any Custom Request development work.
            Notwithstanding anything to the contrary in this Agreement, if
            Customer terminates this Agreement under this Section 16.B, Customer
            will

                                     Notice
    The information contained herein should not be disclosed to unauthorized
      persons. It is meant for use by authorized representatives of Qwest
                               and Customer only.

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            also pay all of Qwest's costs incurred in terminating Services and
            effecting the transition of Services to Customer or Customer's
            designated provider.

         C. In the event of a Governmental Entity order that requires Qwest to
            no longer provide the Services to Customer in any state or service
            area of Customer, Qwest may terminate this Agreement (or the
            affected service area(s)) immediately; provided, however, that Qwest
            will, in good faith and using commercially reasonable efforts,
            object to and attempt to prevent the implementation of any such
            order and will solicit advice from Customer regarding how to prevent
            such order.

         D. The Parties agree that upon termination or expiration of this
            Agreement they will exercise commercially reasonable efforts to
            effect the transition of the Services to Customer or Customer's
            designated provider. Qwest agrees to bill for Billing Transactions
            that Qwest determines to have been in the billing system as of the
            date of termination or expiration. Unless otherwise agreed by the
            Parties, Qwest will continue to provide such transition Services for
            an interim period, not to exceed twelve (12) months from the date of
            termination or expiration, as described in Exhibit D, Section 13.
            Customer will pay Qwest for all Services provided to Customer during
            such transition period in accordance with the payment terms set
            forth in this Agreement.

17.      Proprietary and Confidential Information

         A. As used herein, "Confidential Information" will mean information
            disclosed by one Party to the other in the course of the provision
            of Services, and will include the existence of this Agreement and
            all of its terms, conditions and provisions.

         B. Qwest and Customer agree to hold such Confidential Information in
            strictest confidence and will use same solely for the purposes of
            this Agreement unless otherwise authorized in writing by the other
            Party. Neither Party will disclose such Confidential Information to
            anyone except (i) its employees, agents, consultants or
            subcontractors to whom disclosure is necessary for the purposes set
            forth in this Agreement or (ii) as required by law, rule, regulation
            or court order (and the Party that is required to make such
            disclosure will first notify the other Party of such disclosure
            obligation). The disclosing Party will appropriately notify each
            employee, agent, consultant and/or subcontractor to whom disclosure
            is made that such disclosure is made in confidence and must be kept
            in confidence in accordance with this Agreement

         C. All Confidential Information, unless otherwise specified in writing,
            will remain the property of the disclosing Party. Confidential
            Information will not be reproduced except to the extent necessary to
            accomplish the purpose and intent of this Agreement, or as otherwise
            may be permitted in writing by the disclosing Party. In the event
            the disclosing Party grants the other Party permission to copy
            Confidential Information, the Party seeking such permission agrees
            that each such copy will contain and state the same confidential or
            proprietary notices or legends that appear on the original. Nothing
            in this Agreement will be construed as granting any right or license
            under any copyrights, inventions or patents now or hereafter owned
            or

                                     Notice
    The information contained herein should not be disclosed to unauthorized
      persons. It is meant for use by authorized representatives of Qwest
                               and Customer only.

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            controlled by either Party. All Confidential Information, including
            copies thereof, will be returned to the disclosing Party or
            destroyed after the recipient Party's need for it has expired or
            upon the request of the disclosing Party.

         D. The obligations imposed in this Agreement will not apply to any
            information that is:

            1. is or becomes publicly available other than through disclosure by
               the recipient Party;

            2. becomes available to the recipient Party from a third party who
               is under no restriction with respect to disclosure of such
               information;

            3. is independently developed by the recipient Party; or

            4. is communicated by the recipient Party to a third party with
               express written consent of the disclosing Party.

         E. Without the prior consent of the other Party, neither Party will
            disclose to any third person, other than as provided in paragraph B
            above, the existence or purpose of this Agreement, the terms or
            conditions hereof, nor the fact that discussions are taking place
            and that Confidential Information is being shared. Furthermore,
            neither Party nor its agents will reveal the other as the source of
            Confidential Information described in this Agreement without its
            express, prior written consent. Notwithstanding the foregoing,
            Customer may advise its End Users that it will bill for its DPS
            services through Qwest.

18.      Force Majeure

         A. In no event will either Party be liable to the other for any delay
            or other failure to perform hereunder that is due to: (i) the other
            Party's unreasonable delay in supplying or failure to supply
            information, materials or services expressly provided for under the
            terms of this Agreement; or (ii) occurrences or circumstances beyond
            such Party's reasonable control (including epidemic, riot,
            unavailability of resources due to national defense priorities, war,
            armed hostilities, strike, walkouts, civil disobedience, embargo,
            fire, flood, drought, storm, pestilence, lightning, explosion, power
            blackout, earthquake, volcanic eruption or any act, order or
            requirement of a regulatory body, court or legislature, civil or
            military authority, foreseeable or unforeseeable act of God, act of
            a public enemy, act of terrorism, act of sabotage, act or omission
            of carriers, or other natural catastrophe or civil disturbance)
            during the period and to the extent that such extraordinary
            condition delays, impairs or prevents such Party's performance (each
            a, "Force Majeure Condition"). If either Party does not perform any
            of its obligations hereunder as a result of a Force Majeure
            Condition, and the other Party's performance of its obligations
            hereunder are conditioned upon the first Party's performance, then
            notwithstanding anything in this Agreement to the contrary, the
            other Party's performance will be excused (including payment
            obligations) until such time as the first Party has performed those
            obligations prevented by the Force Majeure Condition.

                                     Notice
    The information contained herein should not be disclosed to unauthorized
      persons. It is meant for use by authorized representatives of Qwest
                               and Customer only.

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         B. If any such Force Majeure Condition occurs and results in a delay or
            failure in performance of any part of a Party's obligations under
            this Agreement for more than sixty (60) days, the other Party may,
            by written notice given to the Party whose performance was delayed
            or who failed to perform, immediately terminate that part of this
            Agreement that will be affected by such delay or failure to perform,
            without penalty.

19.      Default

         A. A failure by either Party to perform any material agreement,
            obligation or covenant in this Agreement, and any material breath of
            a representation or warranty made in this Agreement, in each case
            that is not cured within thirty (30) days after written notice
            thereof from the other Party (unless a shorter or longer period is
            expressly set forth herein) will be deemed to be a default.

         B. If a breach is capable of remedy, a Party may cure such breach by
            taking all of the following steps prior to the end of the applicable
            cure period: (1) notifying the non-breaching Party, in writing, that
            the breaching Party wishes to cure the breach and continue the
            Agreement; (2) terminating any breaching acts, omissions, or
            behaviors; (3) correcting any existing breaches, including, but not
            limited to paying any charges due under this Agreement; and (4)
            providing security reasonably satisfactory to the non-breaching
            Party, such as a performance bond in an appropriate amount. Any
            material breach must be cured expeditiously and within the thirty
            (30) day cure period.

         C. If there is a good faith objection or dispute in connection with
            whether a breach (as described in Section 19.A) exists following the
            end of the cure period, if applicable, the Parties will attempt in
            good faith to resolve such dispute and determine the appropriate
            remedial action pursuant to the terms and conditions of Section 8.

         D. Upon the determination that a default exists (and following the
            actions, if any, required or available to be taken under Section
            19.B and/or Section 19.C), in addition to all other rights and
            remedies provided herein or at law or equity, the non-defaulting
            Party will have the right to terminate this Agreement in whole or in
            part, without any further obligation to the other (except the
            discharge of obligations incurred prior to the effective date of
            termination).

20.      Amendments; Waivers

         This Agreement or any part thereof or any Exhibits hereto or documents
         referred to herein may be modified or additional provisions may be
         added by written agreement signed by or on behalf of both Parties. No
         amendment or waiver of any provision of this Agreement and no consent
         to any default under this Agreement will be effective unless the same
         will be in writing and signed by or on behalf of the Party against whom
         such amendment, waiver or consent is claimed. In addition, no course of
         dealing or failure of any Party to strictly enforce any term, right or
         condition of this Agreement will be construed as a waiver of such term,
         right or condition.

                                     Notice
    The information contained herein should not be disclosed to unauthorized
      persons. It is meant for use by authorized representatives of Qwest
                               and Customer only.

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21.      Assignment

         Neither this Agreement nor any rights or obligations hereunder are
         assignable by one Party without the express prior written consent of
         the other Party; provided, however, that: (i) either Party may assign
         this Agreement upon written notice to the other Party to any of its
         Affiliates without the consent of the other Party if the assigning
         Party requires such Affiliate to agree in writing to assume this
         Agreement and the assigning Party remains liable for its obligations
         hereunder; (ii) a Change of Control of either Party will not be deemed
         to be an assignment of this Agreement, provided that if the relevant
         Party is no longer directly bound as a party to this Agreement (e.g.,
         because the Change of Control is a sale or transfer of assets or is the
         result of a transaction pursuant to which the successor, surviving or
         acquiring entity does not automatically succeed to the obligations of
         such Party by operation of law), the successor, surviving or acquiring
         entity is required to agree in writing (whether as part of the
         acquisition agreement that provides for the other Party to be a third
         party beneficiary or in a separate agreement) to assume this Agreement
         (iii) Customer may assign this Agreement and the rights and obligations
         under it to its lenders for collateral security purposes, so long as
         Customer remains liable for its obligations hereunder; and (iv)
         Customer may assign this Agreement with respect to a particular service
         area(s) in the Qwest Region to any person (other than an affiliate of
         Customer) upon written notice to Qwest so long as Customer will require
         the acquiring person to agree in writing (whether as part of the
         acquisition agreement with Customer that provides for Qwest to be a
         third party beneficiary or in a separate agreement) to assume this
         Agreement and Customer will have no rights or obligations under this
         Agreement with respect to such service area(s).

22.      Notices and Demands

         Except as otherwise provided under this Agreement, all notices,
         demands, or requests which may be given by a Party to the other Party
         will be in writing and will be deemed to have been duly given on the
         date delivered in person, date faxed or deposited, postage prepaid, in
         the United States mail and addressed as follows:

         Customer                                  Qwest Corporation
         198 Inverness Drive West, Eighth Floor    1801 California Street,
         Englewood, Colorado 80112                  Room 2150
                                                   Denver, Colorado 80202

         Attn: Tony Basile                         Attn: Perry Hooks, Customer
         Phone: (303) 784-2849                      Account Manager
         Fax: (303) 784-1599                       Phone: (303) 965-4094
         Email: tony.basile(C)dexmedia.com         Fax: (303) 896-3365
                                                   Email: phooksj@qwest.com

         If personal delivery is selected as the method of giving notice under
         this Section, a receipt of such delivery will be obtained. The address
         to which such notices, demands, requests, elections or other
         communications is to be given by either Party may be Changed by written
         notice given by such Party to the other Party pursuant to this
         Agreement.

                                     Notice
    The information contained herein should not be disclosed to unauthorized
      persons. It is meant for use by authorized representatives of Qwest
                               and Customer only.

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23.      Representations and Warranties

         A. Each Party represents and warrants that (i) it has the full right
            and authority to enter into, execute, deliver and perform its
            obligations under this Agreement, (ii) this Agreement constitutes a
            legal, valid and binding obligation, enforceable against such Party
            in accordance with its terms, subject to bankruptcy, insolvency,
            creditors' rights and general equitable principles, and (iii) its
            execution of and performance under this Agreement will not violate
            in any material respects any applicable existing regulations, rules,
            statutes or court orders of any local, state or federal government
            agency, court or body.

         B. Customer represents and warrants to Qwest that (i) there are no
            agreements between Customer and its End Users or any other third
            party that would cause Customer to breach any term, condition or
            obligation under this Agreement, (ii) it is authorized to disclose
            to Qwest any and all information necessary for Qwest to perform the
            Services, and (iii) none of the Licensed Property infringes the
            trademark rights of any third party.

         C. Qwest represents and warrants to Customer that (i) there are no
            agreements between Qwest and its subscribers or any other third
            party that would cause Qwest to breach any term, condition or
            obligation under this Agreement and (ii) no trademark, service mark
            or trade name of Qwest appearing on or in Customers bills printed
            and distributed pursuant to this Agreement infringes the trademark
            rights of any third party.

24.      Relationship of Parties

         The relationship of the Parties will not be that of partners, agents,
         or joint venturers, and nothing contained herein will be deemed to
         constitute a partnership or agency agreement between them for any
         purposes, including, without limitation, for federal income tax
         purposes. Each Party will be and remain an independent contractor and
         for no purpose will the employees or agents or any sub-contractor of
         one Party be construed to be an employee of the other Party in
         connection with the performance of this Agreement.

25.      Third-Party Beneficiaries

         This Agreement will not provide any person not a Party to this
         Agreement, (specifically including, but not limited to, End Users), any
         remedy, claim, liability, reimbursement, claim of action or other right
         in excess of those existing without reference to this Agreement.

26.      Governing Law

         This Agreement will be governed by and construed in accordance with the
         domestic laws of the State of Colorado without reference to its choice
         of law principles.

                                     Notice
    The information contained herein should not be disclosed to unauthorized
      persons. It is meant for use by authorized representatives of Qwest
                               and Customer only.

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27.      Lawfulness of Agreement

         This Agreement and the Parties' actions under this Agreement will
         comply with all applicable federal, state, and local laws, rules,
         regulations, court orders, and governmental agency orders. If a court
         or governmental agency with proper jurisdiction determines that this
         Agreement, or a provision of this Agreement, is unlawful, this
         Agreement, or that provision of this Agreement, will terminate. If a
         provision of this Agreement is so terminated but the Parties legally,
         commercially and practicably can continue this Agreement without the
         terminated provision, the remainder of this Agreement will continue in
         effect.

28.      Successors and Assigns

         This Agreement is binding upon and will inure to the benefit of each
         Party and their respective successors and assigns. Following a Change
         of Control of any Party, the acquiring, surviving or successor entity
         will, and such Party agrees to cause such entity to, agree in writing
         (whether as part of the acquisition agreement with such Party that
         provides for the other Party to be a third party beneficiary or in a
         separate agreement) to assume this Agreement and be bound by, with
         respect to itself and its affiliates, the restrictions contained herein
         to the same extent as the applicable Party.

29.      Headings

         The headings in this Agreement are for convenience and will not be
         construed to define or limit any of the terms herein or affect the
         meaning or interpretation of this Agreement.

30.      Entire Agreement

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

31.      Miscellaneous

         In the event any program covered by this Agreement is limited or
         prohibited by any by any applicable federal, state, or local laws,
         court orders, or agency orders, rules or regulations, both Parties
         agree to comply with such laws, orders, rules or regulations.

                  [Remainder of Page Intentionally Left Blank]

                                     Notice
    The information contained herein should not be disclosed to unauthorized
      persons. It is meant for use by authorized representatives of Qwest
                               and Customer only.

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IN WITNESS WHEREOF, the Parties have entered into this Agreement as of the date
first written above.

GPP LLC                                          QWEST CORPORATION
By: Qwest Dex, Inc., its sole member

By:  /s/ Tom F. Gillett                          By:  /s/ Janet K. Cooper
   -----------------------------                    ----------------------
Name:  Tom F. Gillett                            Name:  Janet K. Cooper
Title: Senior Vice President - Corporate         Title: Senior Vice President
       Development                                      Finance and Treasurer

                                     Notice
    The information contained herein should not be disclosed to unauthorized
      persons. It is meant for use by authorized representatives of Qwest
                               and Customer only.

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