Exhibit 10.7

            CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BASED
                     ON A REQUEST FOR CONFIDENTIAL TREATMENT


              OMITTED PORTIONS HAVE BEEN SEPARATELY FILED WITH THE
                       SECURITIES AND EXCHANGE COMMISSION

                         PORT ACCESS SERVICES AGREEMENT


     This Port Access Services  Agreement (the "Agreement")  between KMC Telecom
IX LLC, a Delaware  limited  liability  company whose address is 1545 Route 206,
Suite 300, Bedminster,  NJ 07921 ("KMC") and Qwest Communications  International
Inc., a Delaware  corporation  whose address is 700 Qwest Tower, 555 Seventeenth
Street, Denver,  Colorado 80202 ("Qwest"), is effective as of June 30, 2001 (the
"Effective Date").

     WHEREAS,  Qwest desires to purchase KMC's Port Access  Services (as defined
below) and KMC desires to provide the Port Access Services to Qwest, pursuant to
the rates, terms, and conditions of this Agreement.

     NOW,  THEREFORE,  in consideration of the mutual promises,  covenants,  and
other  terms  and  conditions  contained  herein,  and other  good and  valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties agree as follows:

                                   ARTICLE 1
                         IMPLEMENTATION; SERVICE ORDERS

1.1  CERTAIN DEFINITIONS

     The  following  capitalized  terms  shall have the  meanings  specified  as
follows:

     (a) "Port Access Services" means (i) the installation, provision, operation
and  maintenance of Qualified  Equipment at Equipment  Sites (as defined below),
which shall  include  the  maintenance  of  hardware,  equipment,  environmental
control,  network  connections,  and line  provisioning  and (ii) the  provision
(and/or  disconnection as requested by Qwest) of connectivity  between the Qwest
data network access  connection  ("DNAC") at the respective  Equipment Sites and
Qwest's   customers  through   individually-ordered   Ports  on  such  Qualified
Equipment.

     (b) "POP" means the point of  presence  operated by one party at which data
and other telecommunications traffic is exchanged.

1.2  IMPLEMENTATION OF PORT ACCESS SERVICES.

     KMC shall by the respective  dates set forth on Schedule 3, [text deleted],
obtain collocation rights (including,  without  limitation,  space and power) at
the  locations  set forth on  Schedule 3 (the  "Equipment  Sites")  and  install
routers  and  switches  using the  configuration  set forth on  Schedule  3 (the
"Qualified  Equipment") at such respective  Equipment  Sites,  all in accordance
with the schedules and  procedures  set forth on Schedule 3. Qwest,  at its sole
cost,  shall establish and manage (i) a designated DNAC to KMC's network at each
Equipment Site and (ii) an access link between the DNAC and Qwest's POP.

1.3  PORT ACCESS SERVICE ORDERS.

     (a) Qwest  may  (after  the dates  specified  for the  installation  of the
applicable  Qualified  Equipment  pursuant to Schedule 3),  submit an order in a
form  mutually  agreed by the parties (a "Port  Service  Order") to KMC for Port
Access  Services  utilizing a port of a speed  specified  by Qwest (a "Port")


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on Qualified  Equipment at an  Equipment  Site.  The Port Service  Order shall
also specify  the Qwest  customer to which KMC shall  cross-connect  the Port at
such Equipment Site ("Qwest Customer").

          FOR  EXAMPLE:  Qwest may submit a Port  Service  Order to KMC for Port
          Access  Services  utilizing a DS-3 Port on a Cisco GSR 12012 router at
          60 Hudson Street in New York, NY to be  cross-connected  to Level 3 at
          the same Equipment Site.

     (b) Within [text deleted] after receipt of a Port Service Order,  KMC shall
provide Qwest with a written  acknowledgment  and acceptance of the Port Service
Order.  Following  acceptance  of a Port  Service  Order,  KMC shall  have [text
deleted]  to: (i)  physically  cross-connect  the Ports to the  equipment of the
Qwest  Customer(s)  at the Equipment  Site as specified in the  applicable  Port
Service Order; and (ii) complete the acceptance tests required under Section 1.4
below.

     (c)  KMC  shall  cease  providing  Port  Access  Services  for a  Port  and
disconnect  such Port from a Qwest Customer  within [text deleted] after receipt
of a request for such disconnection from Qwest;  provided,  however,  that Qwest
shall not receive a reduction  of the Port  Access  Service  Fees as a result of
such disconnection, and provided, further that Qwest may designate another Qwest
Customer  to which the Port shall be  cross-connected  and for which Port Access
Services will be provided pursuant to Section 1.3(a).

     (d) KMC shall ensure that at all times during the Term of this Agreement it
maintains  sufficient capacity on Qualified Equipment as set forth in Schedule 3
at the Equipment  Sites to satisfy any and all Port Service Orders  submitted by
Qwest with respect to such Qualified  Equipment  within the timeframes  required
herein.

1.4  ACCEPTANCE TESTING.

     (a) Upon the  initial  connection,  repair or  restoration  of any Port for
which Port Access  Services are  provided,  KMC shall conduct tests to establish
that the Port functions  properly and satisfies the applicable  acceptance tests
set forth in Schedule 2 (the  "Acceptance  Tests").  If KMC's test results under
this  Section  establish  that a  newly-connected,  repaired  or  restored  Port
functions  properly and satisfies the Acceptance Tests, and Qwest reports to KMC
in writing that it accepts such test results or fails to report otherwise within
the applicable  acceptance period set forth in Subsection 1.4(c) below, the Port
shall be deemed to satisfy the Acceptance Tests.

     (b) If KMC's tests establish that a  newly-connected,  repaired or restored
Port for which Port Access  Services  are provided  does not  function  properly
and/or  satisfy  the  Acceptance  Tests,  or Qwest  reports  to KMC  within  the
applicable  acceptance  period  that such Port is not  functioning  properly  or
satisfying  the  Acceptance  Tests,  KMC shall  immediately  commence  and shall
diligently  and  continuously   pursue  efforts  to  bring  it  into  compliance
therewith.  Upon  completion  of such  efforts,  KMC shall notify Qwest that the
affected Port  satisfies the Acceptance  Tests,  which shall again be subject to
the  acceptance  procedures  set forth in this  Section.  KMC shall  have  [text
deleted]  opportunities  to bring such Port or alternate  Port at such  location
into  compliance with the Acceptance  Tests,  and if the second (or any further)
attempt is  unsuccessful,  Qwest may, in its sole  discretion:  (i)  continue to
permit  KMC to  attempt to bring the Port into  compliance  with the  Acceptance
Tests;  (ii) require KMC to  immediately  provide a different  Port for the Port
Access Services,  in which case, the reprovisioned  Port shall be subject to the
acceptance  procedures set forth in this Section;  or (iii) discontinue the Port
and its associated Port Access Services and reduce the then-current  Port Access
Service Fees by the amount set forth on Appendix B to Schedule 1.

     (c) The acceptance  period for Ports  associated  with  newly-ordered  Port
Access  Services shall be [text deleted] after delivery of KMC's test results to
Qwest.  In the case of a repaired or restored Port, the acceptance  period shall
be [text deleted] after delivery of KMC's test results to Qwest.

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                                   ARTICLE 2
                           OPERATIONS AND MAINTENANCE

2.1  PERFORMANCE SPECIFICATIONS

     All  Port  Access  Services  provided  by KMC  shall  meet  or  exceed  the
performance    specifications    set   forth   in   Schedule   2   ("Performance
Specifications"),  and shall be provided in a manner  consistent  with standards
satisfied by well-managed  operations  performing services reasonably comparable
to the  Port  Access  Services.  If KMC  fails  to meet  any of the  Performance
Specifications,  then in addition to any other  rights Qwest may have under this
Agreement,  KMC shall,  at no additional  charge to Qwest:  (i)  investigate and
report on the causes of the  problem;  (ii) advise  Qwest,  as and to the extent
reasonably  requested  by  Qwest,  of  the  status  of  remedial  efforts  being
undertaken  with respect to such  problems;  (iii) correct the problem and begin
meeting the Performance  Specifications  as soon as  practicable;  and (iv) take
appropriate preventive measures to avoid recurrence of the problem.

2.2  PARAMETERS AND PREFERENCES

     Qwest  shall  have the  right  to  direct  control  of and  define  routing
parameters and other software preferences and specifications with respect to the
Port Access Services  received by Qwest, and KMC shall have no such rights.  KMC
will allow Qwest full access to monitor and configure  the  Qualified  Equipment
from Qwest's  network  operations  centers.  Qwest will,  upon request from KMC,
supply KMC with any  information  necessary or appropriate for KMC to supply the
services under this Agreement or comply with or benefit from any applicable law,
rule or regulation.

2.3  MAINTENANCE.

     (a) KMC shall provide  forty-eight (48) hours written notice (by e-mail) to
Qwest regarding normal maintenance to be performed on the Qualified Equipment to
the extent it may affect Port Access Services.  Normal maintenance shall only be
conducted  during the hours of 2:00 a.m. to 6:00 a.m. local time on Wednesday or
Sunday morning.  KMC shall provide written notice (by e-mail) to Qwest regarding
emergency  maintenance  to the  Qualified  Equipment  which will affect the Port
Access Service as soon as commercially practicable under the circumstances.

     (b) If any  Qualified  Equipment  used to provide  Port Access  Services is
materially damaged or rendered not fully  operational,  in addition to the other
rights Qwest may have under this  Agreement KMC agrees to coordinate  with Qwest
to develop a mutually  acceptable plan for alternative  routing of Qwest traffic
to mitigate the disruption of the Port Access Services.

2.4  ELECTRONIC INTERFACE.

     For Port  Service  Order  acceptance  and trouble  ticket  entry and status
reports KMC agrees to develop, install and support an "electronic" interface for
such  transactions  through an XML-based  format,  or such other format that the
parties mutually agree upon, to be in place within one hundred eighty (180) days
after the Effective Date, or such later date at Qwest's reasonable discretion.


                                   ARTICLE 3
                            PORT ACCESS SERVICE FEES

3.1  PORT ACCESS SERVICE FEES AND PAYMENT.

     (a)  Qwest  shall pay KMC for all Port  Access  Services  according  to the
prices and  schedule  set forth in  Appendix A to  Schedule 1 (the "Port  Access
Service Fees").  Except as otherwise  expressly provided herein, the Port Access
Service  Fees as provided in Appendix A to Schedule 1 shall be fixed  during the
Term and may not be increased other than with Qwest's prior written consent. The
parties agree that the Port Access  Service Fees fully  compensates  KMC for the
Port  Access  Services,  including,


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without limitation, for the use of the corresponding Port and Qwest shall not be
required to pay any other amounts (except those Taxes specified in Section 3.2).

     (b) Payments of the Port Access  Service Fees for the Port Access  Services
shall be due and  payable  within  [text  deleted]  days after  receipt of KMC's
invoice,  except to the extent  Qwest in good faith  disputes any portion of the
charges. In the event of such a dispute,  Qwest shall pay the undisputed portion
of the charges on the invoice and the  parties  shall  cooperate  to resolve the
dispute as  provided in this  Agreement.  If the dispute is resolved in favor of
Qwest and Qwest has  withheld  the  disputed  amount,  no  interest  credits  or
penalties will apply. If the dispute is resolved in favor of Qwest and Qwest has
paid the disputed amount, Qwest will be credited with interest on such amount by
KMC at the lesser of the rate of one and one-half  percent (1 1/2%) per month or
the maximum rate permitted by law, from the date KMC received  payment up to and
including  the date of refund.  If the  dispute is  resolved in favor of KMC and
Qwest has paid the  disputed  amount  on or  before  the  payment  due date,  no
interest  credit or penalties will apply. If the dispute is resolved in favor of
KMC and Qwest has withheld the disputed  amount,  any payments  withheld pending
settlement of the disputed  amount shall bear interest at the lesser of the rate
of one and one-half  percent (1 1/2%) per month or the maximum rate permitted by
law, from the payment due date up to and including the date of payment.

     (c) Qwest shall be obligated to make all payments  payable by it under this
Agreement in accordance with the terms of this Agreement  regardless of set-off,
recoupment,  abatement or other similar right,  existing or future,  which Qwest
may have against KMC.

3.2  TAXES/GOVERNMENT CHARGES

     The Port Access  Service  Fees are payable by Qwest  without  regard to any
taxes,  including  sales taxes if  applicable,  FCC  charges,  or costs  imposed
pursuant to any rule,  regulation or law imposed with respect to the Port Access
Services by any governmental  authority with jurisdiction  (the "Taxes"),  which
Taxes  (other  than taxes based on KMC's net  income)  shall be borne  solely by
Qwest. No adjustment shall be made to the Port Access Service Fees on account of
Taxes or  other  items  imposed  on Qwest  in  connection  with the Port  Access
Services.


                                   ARTICLE 4
                            DELAYS AND INTERRUPTIONS

4.1  DELAYS

     (a) In the  event  of a  Delay  (as  defined  below)  and  payment  for the
associated  Port Access  Services  would  otherwise  be due in  accordance  with
Section  3.1(a),  KMC  shall  provide  to Qwest a Delay  Credit  as set forth on
Appendix B to  Schedule  1.  Acceptance  of the Delay  Credit by Qwest  pursuant
hereto shall constitute Qwest's sole remedy for a Delay.

     (b) A "Delay" shall occur if KMC has not installed the Qualified Equipment,
and the same has been accepted or deemed  accepted by Qwest  pursuant to Section
1.4, by the dates set forth in Schedule 3; provided,  however, a Delay shall not
have occurred,  and monthly  charges for the Port Access Services shall continue
as  required  in Section  3.1(a),  if due to an act or  omission of Qwest in the
provision or delivery of services or equipment  reasonably  necessary for KMC to
satisfy its testing  obligations set forth herein, KMC is unable to satisfy such
obligations.

4.2  INTERRUPTIONS

     In the event Port Access Services are interrupted, unavailable or otherwise
fail to meet  the  Performance  Specifications,  Qwest  shall be  entitled  to a
reduction of the  then-current  Port Access Service Fees by the amount set forth
on Appendix B to Schedule 1 until the  interruption  is remedied  ("Interruption
Credit"),  provided  such  interruption(s)  was not  substantially  caused by an
action  or  omission  of  Qwest,  its  equipment  or its  agents  or  employees.
Acceptance of an Interruption  Credit shall  constitute  Qwest's sole


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remedy for the interruptions described in  this Section 4.2 except to the extent
any  such  interruption  gives  rise  to  termination  rights  under Section 8.4
(Partial Termination by Qwest).


                                   ARTICLE 5
             QUALIFIED EQUIPMENT UPGRADES; ADDS, MOVES AND CHANGES.

     (a)  Qwest may  request  changes  to the  Equipment  Sites for Port  Access
Services  that  require  KMC to move  Qualified  Equipment.  The  parties  shall
mutually agree on the schedule and cost of such relocation within [text deleted]
days after Qwest  submits a request for same to KMC. If Qwest agrees to bear all
expenses  of a move and KMC  does  not  agree to  conduct  the move  within  the
timeframe specified by Qwest, which must be a commercially reasonable timeframe,
Qwest may [text  deleted] all Port Access  Services that utilize the  applicable
Qualified  Equipment and reduce the then-current Port Access Service Fees by the
amount set forth on Appendix B to Schedule 1.

     (b) Qwest may request an  amendment  to Schedule 3 that  requires  that KMC
upgrade or replace  Qualified  Equipment as directed by Qwest. The parties shall
mutually  agree on the schedule and cost of such upgrade  within [text  deleted]
days after Qwest  submits a request for same to KMC. If Qwest agrees to bear all
expenses  of an upgrade  or  replacement  and KMC does not agree to conduct  the
upgrade or replacement within the timeframe  specified by Qwest, which must be a
commercially  reasonable  timeframe,  Qwest may [text  deleted]  all Port Access
Services  that  utilize  the  applicable  Qualified  Equipment  and  reduce  the
then-current  Port Access  Service Fees by the amount set forth on Appendix B to
Schedule 1.

     (c) KMC shall physically replace a line card, processor card or memory card
in Qualified Equipment with a replacement card as directed by Qwest within [text
deleted] days after Qwest supplies same or KMC purchases same (provided the fair
market  value of the  Qualified  Equipment  must be equal to or greater than the
fair market value of the Qualified  Equipment  prior to the card being replaced)
and such card replacements shall not be considered  "upgrades" or "replacements"
pursuant to Subsection (b).


                                   ARTICLE 6
                         TERM, EARLY TERMINATION CHARGE

6.1  TERM

     This Agreement  shall have an initial term commencing on the Effective Date
and ending sixty three (63) months after July 1, 2001, unless earlier terminated
pursuant  to Article 5  (Upgrades,  Moves,  Adds and  Changes),  Section  1.4(b)
(Acceptance  Testing),  Section 4.2 (Interruptions),  Article 8 (Termination) or
Section 10.3 (Assignment)  (the "Term").  Upon at least ninety (90) days advance
written  notice from Qwest,  this  Agreement may be renewed by Qwest for two (2)
successive  six-month  terms on the same terms and  conditions set forth herein,
including, without limitation, the Port Access Service Fees.

6.2  EARLY TERMINATION.

     In the event Qwest  terminates  or cancels Port Access  Services for a Port
[text  deleted],  then  notwithstanding  such  termination,  there  shall  be no
reduction of the Port Access  Service  Fees and Qwest shall  continue to pay the
then-current Port Access Service Fees for the duration of the Term.


                                   ARTICLE 7
                         REPRESENTATIONS AND WARRANTIES

7.1  REPRESENTATIONS

     KMC and Qwest each represent and warrant to the other that:


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              (i) it has and will  maintain  full power and  authority  to enter
into this Agreement without the consent of any other person;

              (ii)  it is  and  will  continue  to be  duly  organized,  validly
existing and in good standing under the laws of a state of the United States and
is and will  continue to be authorized  to do business in the  jurisdictions  in
which the  ownership of its  properties  or conduct of its  business  under this
Agreement legally requires such authorization; and

              (iii) this Agreement and the transactions  contemplated hereby are
not in conflict with any other agreements or judicial or  administrative  orders
to which it is a party or by which it may be bound.

7.2  DISCLAIMER

     THE  EXPRESS  WARRANTIES  IN  THIS  AGREEMENT  ARE IN  LIEU  OF  ALL  OTHER
WARRANTIES,  EXPRESS  OR  IMPLIED,  INCLUDING,  BUT NOT  LIMITED  TO,  THOSE  OF
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.


                                   ARTICLE 8
                                   TERMINATION

8.1  DEFAULT/TERMINATION.

     This  Agreement  and any Port Access  Services  can be  terminated  only as
provided  in Article 5  (Upgrades,  Moves,  Adds and  Changes),  Section  1.4(b)
(Acceptance Testing), this Article 8 (Termination) or Section 10.3 (Assignment).

8.2  TERMINATION BY QWEST

     Qwest may terminate this Agreement if any one of the following  occur:  (i)
if KMC  violates  in any  material  respect  any  material  covenant or material
obligation of KMC in this Agreement or any material  representation  or material
warranty  made  by KMC in  this  Agreement  proves  to have  been  incorrect  or
misleading in any material  respect when made and KMC fails to cure such failure
or violation  within [text  deleted]  after receipt of written notice from Qwest
or, if such breach cannot be cured within [text deleted] using all  commercially
reasonable  efforts,  then KMC shall have an  additional  [text  deleted] (for a
possible total of [text deleted] to cure such failure or violation;  (ii) if KMC
becomes  insolvent  or  admits in  writing  its  inability  to pay debts as they
mature,  or makes an  assignment  for the benefit of  creditors  and as a result
thereof KMC fails to meet its  obligations to provide Port Access Services under
this  Agreement;  (iii) if a petition under any foreign,  state or United States
bankruptcy act, receivership statute, or the like, as they now exist, or as they
may be  amended,  is filed by KMC and as a result  thereof KMC fails to meet its
obligations  to provide Port Access  Services under this  Agreement;  or (iv) if
such a petition is filed against KMC by any third party and such  application is
not  resolved  favorably  to such other  party  within  sixty (60) days and as a
result thereof KMC fails to meet its obligations to provide Port Access Services
under this Agreement.

8.3  TERMINATION BY KMC

     KMC may terminate this Agreement if any one of the following  occur: (i) if
Qwest fails to pay any amount  overdue to KMC within  fifteen (15) business days
of demand of such  overdue  amount by KMC (or, in the case of  disputed  amounts
withheld by Qwest pursuant to Section 3.1(b),  within fifteen (15) business days
after the dispute as to such amounts is resolved in KMC's favor);  (ii) if Qwest
becomes  insolvent  or  admits in  writing  its  inability  to pay debts as they
mature,  or makes an  assignment  for the benefit of  creditors  and as a result
thereof  Qwest  fails to  timely  pay KMC in  accordance  with the terms of this
agreement;  (iii) if a  petition  under  any  foreign,  state or  United  States
bankruptcy act, receivership statute, or the like, as they now exist, or as they
may be amended,  is filed by Qwest and as a result thereof Qwest fails to timely
pay KMC in  accordance  with  the  terms  of this  agreement;  or (iv) if such a
petition is filed against Qwest by any third party and such  application  is not
resolved  favorably  to such other party  within


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sixty  (60)  days  and  as  a  result  thereof  Qwest fails to timely pay KMC in
accordance with the terms of this Agreement.

8.4  PARTIAL TERMINATION BY QWEST

     Qwest may  terminate  Port  Access  services  as  follows  and  reduce  the
then-current  Port Access  Service Fees by the amount set forth on Appendix B to
Schedule 1:

              (i) on [text  deleted] days prior written notice to KMC, Qwest may
terminate Port Access Services for any Port that fails during any [text deleted]
consecutive  months to attain a monthly  Availability (as defined in Schedule 2)
of [text deleted];

              (ii) Qwest may immediately  terminate Port Access Services for any
Port if they are subject to a Delay without  Qwest's consent for more than [text
deleted] consecutive days for any reason;

              (iii) Qwest may immediately terminate Port Access Services for any
Port  if the  underlying  Port  is  inoperable  for  more  than  [text  deleted]
consecutive days for any reason.

8.5  TRANSITIONAL SUPPORT

     (a) Upon the termination or expiration of this Agreement or particular Port
Access Services a successor  vendor may be retained by Qwest to provide ports in
replacement of such Port Access Services.

     (b) Except where KMC terminates this Agreement under Subsection 8.3(i), KMC
agrees,  upon thirty  (30) days  notice  from Qwest,  to furnish the Port Access
Services for up to six (6) months after the  expiration or  termination  of this
Agreement or the particular  Port Access  Services,  as applicable,  on the same
terms relating to the Port Access Service Fee,  Performance  Specifications  and
remedies for interruptions in effect on the date of termination or expiration.


                                   ARTICLE 9
                    INDEMNIFICATION; LIMITATION OF LIABILITY

9.1  INDEMNIFICATION.

     Each  party  agrees to defend  the other  party and pay any  adverse  final
judgment  (or  settlement)  against the other party  related to or arising  from
claims,  actions,  investigations  or other proceedings by a third party related
to: (i) any physical personal injury or death to persons,  or damage to property
due to the indemnifying party's performance pursuant to this Agreement; (ii) the
indemnifying  party's  willful  misconduct  or gross  negligence;  and/or  (iii)
violations by the indemnifying  party of any regulation,  rule, statute or court
order of any  local,  state or  federal  governmental  agency,  court or body in
connection with this Agreement.

9.2  PROPRIETARY RIGHTS INDEMNIFICATION.

     (a) Each party  agrees to defend the other party and pay any adverse  final
judgment  (or  settlement)  against the other party  related to or arising  from
claims,  actions,  investigations  or other proceedings for infringement of U.S.
patent, trade secrets,  copyright and trademark rights of third parties, arising
from: (i) in the case of KMC, the provision of Port Access  Services and the use
of the Qualified  Equipment  pursuant hereto; and (ii) in the case of Qwest, the
use or combination of the Ports and/or Port Access Services provided by KMC with
any services,  equipment and software, apparatus or systems provided by Qwest or
any third parties.

     (b) THE  FOREGOING  STATES  THE ENTIRE  LIABILITY  AND  OBLIGATIONS  OF THE
PARTIES WITH RESPECT TO ANY ACTUAL OR ALLEGED  INFRINGEMENT OF ANY  INTELLECTUAL
PROPERTY  RIGHTS OF THIRD PARTIES AND ARE IN LIEU OF ANY  WARRANTIES OF VALIDITY
OR NON-INFRINGEMENT.


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9.3  INDEMNIFICATION PROCESS.

     (a) The party seeking indemnification (the "Indemnified Party") will notify
the party from whom indemnity is sought (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  Article.  The  Indemnifying  Party  agrees to defend  against  such claim,
lawsuit, or demand upon such notification.  The Indemnified Party will cooperate
in a reasonable manner at the expense of the Indemnifying Party with the defense
or settlement of such claim, demand or lawsuit.

     (b) 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 been tendered to the Indemnifying Party in
writing  and the  Indemnifying  Party has  failed  promptly  to  undertake  such
defense.  In the event the Indemnifying  Party fails to defend,  the Indemnified
Party  will be free to  defend  any  such  claim,  demand  or  lawsuit,  and the
Indemnifying  Party will indemnify the  Indemnified  Party for all such expenses
incurred.

9.4  LIMITATION OF LIABILITY.

     (a) Except for Qwest's  obligation to make payments of Port Access  Service
Fees under  this  Agreement  and KMC's  obligation  to pay the Delay  Credits or
Interruption  Credits,  each of KMC's and Qwest's total,  aggregate liability to
the other  during the Term for all injuries or claims other than those listed in
Subsection 9.4(c) below shall not exceed five million dollars ($5,000,000). Such
amount is cumulative and not per-incident.

     (b)  Neither  KMC nor Qwest  shall be  liable  to the  other for  indirect,
incidental,  consequential,  exemplary,  reliance or special damages,  including
damages for lost profits,  regardless of the form of action whether in contract,
indemnity, warranty, strict liability, or tort, including negligence of any kind
with regard to any conduct under this Agreement.

     (c)  Nothing  contained  in this  Section  shall  limit  KMC's  or  Qwest's
liability  to the other for:  (i)  willful or  intentional  misconduct;  or (ii)
injury or death of a person,  or damage to tangible  real or  tangible  personal
property  or the  environment,  when  proximately  caused  by KMC's  or  Qwest's
negligence or that of their respective agents, officers, directors or employees.

     (d) In the  event any  applicable  law does not  allow  the  limitation  or
exclusion of liability as provided for in this Agreement, the subject limitation
or exclusion of liability shall be deemed modified so as to limit or exclude the
parties'  liability for damages  hereunder to the greatest  extent  permitted by
such law.


                                   ARTICLE 10
                                  MISCELLANEOUS

10.1 FORCE MAJEURE.

     In no event shall either party be liable to the other party (other than for
obligations  to pay money)  for any delay or  failure  to perform  due to causes
beyond the control and without  the fault or  negligence  of the party  claiming
excusable  delay,  including  but not  limited  to acts  of God,  fire,  floods,
epidemics, riots, thefts, quarantine restrictions, freight embargoes, explosion,
vandalism,  cable cut, storm,  governmental action, wars, strikes or other labor
difficulties  or supplier  failures,  breaches or delays (for the  avoidance  of
doubt,  to include any failure,  breach or delay of Qwest as a supplier of KMC).
Performance times under this Agreement will be considered  extended for a period
of time  equivalent  to the time lost because of any delay or failure to perform
excusable under this Section.  Notwithstanding the foregoing,  in the event of a
force  majeure  event  (other  than a supplier  failure as to which Qwest is the
supplier),  KMC will use  substantially  the same or better efforts that it uses
with  respect to its other  customers  to restore the Port Access  Services  for
Qwest.


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10.2 CONFIDENTIAL INFORMATION.

     (a) Qwest and KMC agree that unless otherwise  specifically provided in the
applicable  Exhibit and/or Schedule,  the following  confidentiality  provisions
shall apply.

     (b) All information  (including the terms and conditions  hereof) disclosed
by either party to the other, or which comes to the attention of either party or
its employees, officers, directors, agents, investors and potential investors or
advisors  ("Representatives") during the course of work pursuant to the terms of
this Agreement and any other information that a party receiving such information
should know, by its nature, is confidential,  shall be confidential information.
Confidential  information  constitutes a valuable asset of and is proprietary to
the party disclosing or originally  possessing it. KMC  acknowledges  that Qwest
keeps its customers' records strictly confidential.  KMC and its Representatives
shall keep strictly confidential any Qwest customer records. Neither party shall
willfully   disclose   confidential   information   or   knowingly   permit  its
Representatives  to disclose  confidential  information to any person other than
persons among its Representatives  having a specific need to know in performance
of the work or to any Financing Source as defined in Section 10.3(b). Each party
shall take reasonable care to ensure  fulfillment of its obligations  under this
Section,  including,  without  limitation,  [text  deleted] not to sell,  lease,
assign,   transfer,  use  outside  their  scope  of  employment  or  reveal  any
confidential  information  of  Qwest  or Qwest  customer  records.  KMC will not
provide Qwest customer  records or other  confidential  information  provided by
Qwest to the  Financing  Source(s) or any  Representatives  unless the Financing
Source(s)  and/or such  Representatives  provide written  agreement to keep such
information confidential.

     (c) If a subpoena or other legal process in any way concerning confidential
information is served upon a party to which  confidential  information  has been
disclosed  ("Recipient"),  the  Recipient  shall  notify  the  disclosing  party
("Discloser") promptly, and the Recipient shall cooperate with the Discloser, at
the  latter's  expense,  in any lawful  effort to contest  the  validity of such
subpoena or other legal process.

     (d) This Section will in no way limit either party's ability to satisfy any
governmentally  required disclosure of its relationship with the other party, or
either  party's  ability to satisfy  any  requests or demands  generated  in the
course  of audits of either  party or either  party's  parent or either  party's
attorneys  or  auditors,   provided  such  audits  are  conducted   pursuant  to
non-disclosure obligations.

     (e) The obligations of  confidentiality  in this Section shall not apply to
any information  which a party has in its possession when disclosed to it by the
other party, information which a party independently develops, information which
is or becomes  known to the public  other  than by breach of this  Agreement  or
information  rightfully  received  by a party  from a third  party  without  the
obligation of confidentiality.

     (f) Each party  acknowledges  and  agrees  that in the event of a breach or
threatened breach of the foregoing  provisions,  it will have no adequate remedy
in money or damages and  accordingly  shall be entitled  to  injunctive  relief;
provided,  however, that no specification of any legal or equitable remedy shall
be construed as a waiver or prohibition against any other contractual,  legal or
equitable remedy available to either party hereunder.

     (g) Upon completion, expiration or termination of this Agreement, or at any
other  time  upon  request,   each  party  shall  return  any  and  all  related
confidential  information of the other party and all copies thereof (in whatever
form and on whatever medium).

10.3 ASSIGNMENT; RIGHTS OF SUBSIDIARIES.

     (a) Neither  party may assign  this  Agreement  without  the prior  written
consent of the other party, which consent shall not be unreasonably withheld. If
consent is not  granted  under  this  Section,  the party  seeking  consent  may
terminate  the  Agreement  upon  sixty  (60) days  notice to the other  party or
challenge  the  refusal to consent as  unreasonable  through  appropriate  legal
action. It shall not be unreasonable for either party to withhold its consent if
the  assignee  has a net  worth  less  than  that of the  other  party as of the
Effective Date. In addition, the assignment or delegation of any of KMC's rights
under this  Agreement to any of the  following  shall be  considered  reasonable
reasons for which Qwest may  withhold  its  consent for such  assignment:  [text
deleted]  Any  prohibited  assignment  or  delegation  shall be


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null and  void.  Notwithstanding  the  foregoing, either  party  may assign this
Agreement  to any  company or entity  controlling, controlled by or under common
control with  such party  or its affiliates without  the other  party's consent;
provided  that  the  assignee has  a net  worth equal to or greater than that of
Qwest  or KMC, as  may  be  applicable, as  of  the Effective Date. In addition,
either  party may  assign this Agreement without the approval of the other party
to   any   successor   in  interest  resulting   from  a   merger,  acquisition,
reorganization  or transfer of all or substantially all of the assigning party's
business  with or  to a  successor; provided  that the  assignee has a net worth
equal  to or greater than that of Qwest or KMC, as may be applicable, as of  the
Effective Date.

     (b) Qwest  acknowledges  that in order for KMC to provide the  services set
forth in this  Agreement KMC will finance the capital and other costs,  expenses
and revenues in  connection  with the  services to be provided  with third party
financing  sources.  KMC shall have the right to assign or  collaterally  assign
this Agreement to a third party or parties providing such financing  ("Financing
Source(s)"),  and Qwest shall execute and deliver  consents to the assignment by
KMC as are  requested  by the  Financing  Sources and are  customary  and usual,
provided  such  consents  contain  non-disturbance  rights  of  Qwest,  and  are
otherwise reasonably acceptable to Qwest under the circumstances.

10.4 MODIFICATION; AMENDMENT; WAIVER.

     Neither this Agreement nor any of the terms hereof or any attachment may be
terminated,  amended,  supplemented,  waived or modified orally,  but only by an
instrument in writing signed by all parties hereto.  No failure on the part of a
party to exercise, no delay in exercising, no partial exercise of, and no course
of dealing with respect to, any right,  power or privilege  under this Agreement
will operate as a waiver thereof. The parties acknowledge that KMC shall finance
the capital and other  costs,  expenses  and  revenues in  connection  with this
Agreement with Financing  Sources.  Accordingly,  Qwest agrees to cooperate with
KMC to discuss and make such  amendments or  modifications  to this Agreement as
may be  reasonably  necessary  or  appropriate  to finance  and  syndicate  this
Agreement to Financing  Sources and acknowledges  that this Agreement may not be
amended without the consent of the Financing Sources,  if any. Failure by either
KMC or Qwest to require  strict  performance  of any of the  provisions  of this
Agreement  will not waive or diminish  that party's  right  thereafter to demand
strict  compliance with that or any other provision.  No waiver by either KMC or
Qwest of any of its rights  hereunder will be effective  unless expressed and in
writing,  and no  effective  waiver by KMC or Qwest of any of its rights will be
effective to waive any other rights.

10.5 NOTICES.

     (a) All notices  shall be in writing  and either  delivered  personally  or
mailed,   first  class  mail  and  postage   prepaid,   or  by  facsimile   with
electronically-generated  confirmation of receipt that is followed with a mailed
copy. All such notices or other  communications  shall be addressed as set forth
below, but either party may change its address by notice or other  communication
given in accordance with the provisions of this paragraph.


        In the case of Qwest:           Qwest Communications International Inc.
                                        Attn:  Senior Vice President, Qwest
                                        Internet Solutions
                                        555 Seventeenth Street, Suite 1000
                                        Denver, Colorado 80202
                                        Fax: (303) 992-1793

        With a copy (which will not     Qwest Legal Department
        constitute notice) to:          Attention: General Counsel
                                        1801 California Street
                                        Denver, Colorado 80202
                                        Fax: (303) 296-5974



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        In the case of KMC:             KMC Telecom
                                        Attention Chief Financial Officer
                                        1545 Route 206, Suite 300
                                        Bedminster, NJ  07921
                                        Fax: (908) 470-8775

        With a copy (which will not     KMC Telecom
        constitute notice) to:          Attention General Counsel
                                        1545 Route 206, Suite 300
                                        Bedminster, NJ  07921
                                        Fax: (908) 470-8776

     (b) Any such notice or other  document  must:  (i) if  delivered  in person
(which delivery  includes  delivery by next day air courier),  be deemed to have
been received on the date of delivery, provided that if such date is a day other
than a business day in each of Denver,  Colorado and  Bedminster,  New Jersey (a
"BUSINESS  DAY"),  such notice or document will be deemed to have been given and
received on the first Business Day thereafter; (ii) if transmitted by facsimile,
be deemed to have been  received on the next  Business Day  following the day of
sending;  and (iii) if mailed,  be deemed to have been received on the date that
is three Business Days after the date of mailing.

10.6 GOVERNING LAW; INTERPRETATION.

     In all respects this Agreement shall be governed by the substantive laws of
the State of New York without regard to conflict of law principles.

10.7 DISPUTE RESOLUTION.

     (a) All  disputes  arising  from or relating to this  Agreement,  including
disputes  with  respect to whether  this  Agreement  has been  breached,  or the
validity of this Agreement itself (in any case, "Disputes") shall be resolved as
follows:

     (b) All Disputes  shall  initially  be  submitted  to the parties'  project
managers  for  resolution.  If the  project  managers  are unable to resolve the
Dispute within thirty (30) days after submission of the Dispute to them,  either
party may refer the  Dispute  to the vice  president  or head of the  applicable
division within each party (the  "Executives") for attempted  resolution through
good faith  discussions  within thirty (30) days after submission of the Dispute
to them.

     (c) If the  Executives  are unable to resolve any such Dispute  within such
30-day period,  then either party may refer the Dispute to the president of each
party ("Senior Executive  Officers") for attempted resolution through good faith
discussions within thirty (30) days after submission of the Dispute to them.

     (d) If the Senior Executive Officers are unable to resolve any such Dispute
within  such  30-day  period,  then the  parties  may seek any and all  remedies
available at law or equity.

     (e) Pending the resolution of any Dispute or controversy arising under this
Agreement, whether by settlement, or final judgment, both parties shall continue
to perform their respective obligations under this Agreement.

10.8 ATTORNEY'S FEES.

     If a legal action or arbitration proceeding is commenced in connection with
any dispute  under this  Agreement,  the  prevailing  party shall be entitled to
reasonable  counsel  fees,  costs  and  necessary   disbursements   incurred  in
connection  with  the  action  or  proceeding,  as  determined  by the  court or
arbitrators.


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10.9 INCONSISTENCIES.

     In the event of any inconsistency or conflict among this Agreement,  or any
Schedule or Exhibit,  the governing  provisions and interpretation  necessary to
resolve the inconsistency or conflict shall be based on the following order: the
specific  Schedule  or  Exhibit  signed  by the  parties,  followed  next by the
provisions of this Agreement.

10.10 PUBLICITY.

     Neither  party  shall use the other  party's  name or logo or refer to such
party directly or indirectly in any advertising, sales presentation to any other
person,  news release,  release to any professional or trade  publication or for
any other purpose  without such party's prior  written  approval,  provided that
either party may use the other  party's name or logo, or both, in a list of such
party's customers, if such use does not imply endorsement. Either party shall be
allowed  to  issue  press  releases  and  public  announcements  regarding  this
Agreement  with the other  party's  prior  written  approval  which shall not be
unreasonably withheld.

10.11 SEVERABILITY.

     If any provision of this Agreement is determined to be invalid,  illegal or
unenforceable,  the  remaining  provisions  of  this  Agreement,  to the  extent
permitted  by law,  will  remain in full force and effect  unless the purpose of
this  Agreement  is  frustrated  as a result  thereof.  In the event of any such
determination,  the  parties  agree to  negotiate  in good faith to modify  this
Agreement  to fulfill as closely as possible  the  original  intent and purposes
hereof,  provided  such  modified  Agreement  will have  substantially  the same
economic  effect  for all  parties  as the  original  Agreement.  To the  extent
permitted by law, the parties  hereby to the same extent waive any  provision of
law that  renders  any  provision  hereof  prohibited  or  unenforceable  in any
respect.

10.12 HEADINGS.

     Headings are for reference  only and shall not affect the meaning of any of
the provisions of this Agreement.

10.13 THIRD PARTY BENEFICIARIES.

     Nothing in this  Agreement,  express or  implied,  is intended to confer or
will confer upon any persons other than the parties hereto any rights,  benefits
or remedies of any nature whatsoever under or by reason of this Agreement.

10.14 JOINTLY DRAFTED.

     The parties, who have both been represented by legal counsel,  have jointly
participated  in  negotiating   and  drafting  this  Agreement,   including  its
Schedules,  Exhibits and any attachments.  In the event an ambiguity or question
of intent or  interpretation  arises,  this  Agreement  shall be construed as if
jointly drafted by the parties and no presumption,  inference or burden of proof
shall arise  favoring or  disfavoring  a party by virtue of authorship of any or
all of the Agreement's provisions.

10.15 NON-EXCLUSIVE.

     Except as otherwise  stated in this Agreement,  the rights and remedies set
forth in this  Agreement  are not  exclusive  and are in  addition  to any other
rights and remedies available in law or in equity.

10.16 SURVIVAL.

     The terms and  provisions  contained in this  Agreement that by their sense
and  context  are  intended  to  survive  the  completion  of  performance   and
termination of this Agreement,  including, without


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limitation, the obligation of making all payments due  hereunder and to preserve
the confidentiality of the confidential information.

10.17 RELATIONSHIP OF THE PARTIES.

     Except as specifically  agreed to in writing by the parties,  in performing
any services  under this  Agreement KMC will operate as, and for all purposes be
considered,  an independent  contractor  and not an agent of Qwest,  and neither
party will have any  authority to bind or otherwise  obligate the other party in
any  manner  whatsoever.  All KMC  personnel  will  remain  under the  exclusive
direction  and control of KMC and will not be deemed to be employees  nor agents
of Qwest.  KMC will be solely  responsible for payments of all such  personnel's
compensation,  including  overtime  wages,  employee  benefits,  social security
taxes,  employment  taxes and any similar  taxes,  and  workmen's  compensation,
disability and other  insurance,  and the  withholding or deduction,  if any, of
such items to the extent required by applicable law.

10.18 COMPLIANCE WITH LAWS.

     The parties shall comply with all applicable federal, state and local laws,
regulations  and ordinances as they relate to this Agreement and the Port Access
Services.

10.19 SUCCESSORS.

     This Agreement shall inure to the benefit of and be binding on the parties,
and their successors,  assigns and legal representatives,  but nothing contained
in this Section  shall be construed to permit an  assignment  or other  transfer
except as specifically provided herein.

10.20 ENTIRE AGREEMENT.

     This  Agreement is comprised of this Agreement and any Schedule or Exhibits
specified  hereunder or which are added to hereto by the parties;  such Schedule
or Exhibits are  incorporated  by this reference and shall  constitute a part of
this Agreement as if fully set forth herein.  This Agreement,  together with all
attachments,  constitutes the entire  agreement  between the parties relating to
the subject matter hereof and supersedes all prior or contemporaneous agreements
and understandings of the parties in connection herewith.

10.21 COUNTERPARTS.

     This  Agreement and any amendment  hereto or any other  document  delivered
pursuant hereto may be executed by facsimile,  in one or more counterparts,  and
by different  parties in separate  counterparts.  All of such  counterparts will
constitute  one and the same  agreement  (or  other  document)  and will  become
effective  when one or more  counterparts  have been  signed  by each  party and
delivered  to the other  party.  Any  execution  by  telecopy  will be  followed
promptly by the delivery of signed original counterparts to the party or parties
receiving the telecopy.


                             SIGNATURE PAGE FOLLOWS


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<PAGE>

     IN WITNESS  WHEREOF,  the parties hereto have caused their duly  authorized
representatives to execute this Agreement as of the Effective Date.

   KMC Telecom IX LLC

   By:/s/ Constance Loosemore
      -----------------------
   Name: Constance Loosemore
         -------------------
   Title: Vice President, Treasurer
          -------------------------


   Qwest Communications International Inc.

   By: /s/ Drake S. Tempest
       --------------------
   Name: Drake S. Tempest
         ----------------
   Title: Executive Vice President, General Counsel
          -----------------------------------------
          and Chief Administrative Officer
          --------------------------------







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                                   SCHEDULE 1
                      PRICES/RATES FOR PORT ACCESS SERVICES


Set forth on Appendix A to this Schedule are the Port Access  Service Fees which
will apply to the Port Access Services.

The parties agree and acknowledge that expenses and market prices related to the
provision of the Port Access  Services  may  decrease in the future.  Should the
market  conditions  change  (including  but not limited to the market prices for
similar services),  the parties agree to discuss in good faith reductions to the
Port Access Service Fees.  Qwest  acknowledges  that KMC may not agree to reduce
the Port Access Service Fees without first  obtaining the consent of a Financing
Party and KMC has no obligation hereunder to obtain such consent.

The Port  Access  Service  Fees set forth in this  Schedule  shall apply to Port
Access Services during the Term.






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                            APPENDIX A TO SCHEDULE 1

                            PORT ACCESS SERVICE FEES


1.   Monthly  fixed  charge  of [text  deleted]  commencing  July  31,  2001 and
     continuing until September 30, 2006.

2.   Non-Recurring Power Cost Adjustment. All actual, verifiable,  non-recurring
     costs [text  deleted] KMC to local  utilities or  collocation  providers in
     order to provide power in connection with Configurations of Type A and Type
     B on Schedule 3 ("Costs")  shall be  reimbursed  to KMC by Qwest.  All such
     Costs shall be paid by Qwest in addition to the monthly charge set forth in
     paragraph  1 above.  Qwest  shall  have the right to audit  all Costs  upon
     reasonable  notice to KMC and KMC shall  cooperate  with Qwest and  provide
     Qwest with all  supporting  documents  relating  thereto.  In the event any
     discrepancy  is disclosed  by any audit,  Qwest shall either be credited or
     charged as may be appropriate on the next monthly bill.

3.   Meet Me Charges.  Any actual,  verifiable  recurring charges [text deleted]
     KMC to any Carrier Hotel for  connections  from the Qualified  Equipment to
     the "Meet Me Room" ("MMR  Costs")  shall be reimbursed by Qwest to KMC on a
     monthly  basis in addition to the monthly  charge set forth in  paragraph 1
     above.  Qwest  shall have the right to audit all MMR Costs upon  reasonable
     notice to KMC and KMC shall cooperate with Qwest and provide Qwest with all
     supporting  documents  relating  thereto.  In the event any  discrepancy is
     disclosed by any audit, Qwest shall either be credited or charged as may be
     appropriate on the next monthly bill.

4.   Cross-Connection   Fees.  -  Qwest  shall  reimburse  to  KMC  any  actual,
     verifiable,  non-recurring  charges [text deleted] KMC to any Carrier Hotel
     (or other third party reasonably acceptable to Qwest) for cross-connections
     from the  Qualified  Equipment  to the  Qwest  Customer  equipment  ("Cross
     Connection  Costs"),  in  addition  to the  monthly  charge  set  forth  in
     paragraph 1 above. Qwest shall have the right to audit all Cross Connection
     Costs upon reasonable  notice to KMC and KMC shall cooperate with Qwest and
     provide Qwest with all supporting  documents relating thereto. In the event
     any  discrepancy is disclosed by any audit,  Qwest shall either be credited
     or charged as may be appropriate on the next monthly bill.

5.   Disconnection Fees. - Qwest shall reimburse to KMC any actual,  verifiable,
     non-recurring  charges  [text  deleted] KMC to any Carrier  Hotel (or other
     third party  reasonably  acceptable to Qwest) for  disconnections  from the
     Qwest  Customer  equipment  ("Disconnection  Costs"),  in  addition  to the
     monthly  charge set forth in paragraph 1 above.  Qwest shall have the right
     to audit all  Disconnection  Costs  upon  reasonable  notice to KMC and KMC
     shall cooperate with Qwest and provide Qwest with all supporting  documents
     relating  thereto.  In the event any discrepancy is disclosed by any audit,
     Qwest shall either be credited or charged as may be appropriate on the next
     monthly bill.

6.   Card  Replacement Fees pursuant to Article 5(c). - Qwest shall reimburse to
     KMC any actual, verifiable, non-recurring charges [text deleted] KMC to any
     Carrier  Hotel (or other third party  reasonably  acceptable  to Qwest) for
     card  replacements  pursuant  to Article  5(c)  ("Replacement  Costs"),  in
     addition to the monthly charge set forth in paragraph 1 above.  Qwest shall
     have the right to audit all Replacement Costs upon reasonable notice to KMC
     and KMC shall  cooperate  with Qwest and provide Qwest with all  supporting
     documents  relating  thereto.  In the event any discrepancy is disclosed by
     any audit,  Qwest shall either be credited or charged as may be appropriate
     on the next monthly bill.





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                            APPENDIX B TO SCHEDULE 1


The Port  Access  Service  Fees shall be reduced,  if at all,  by the  following
amounts for the reasons set forth in the referenced sections of the Agreement:



SECTION                         AMOUNT BY WHICH PORT ACCESS SERVICE FEES REDUCED

1.4(b) (Acceptance Testing)     [text deleted] per affected Port

4.1(a) (Delay Credit)           [text deleted] per affected Port

4.2 (Interruption Credit)       [text deleted] per affected Port

5(a) and (b) (MACs and Upgrades)[text deleted] per affected Port

8.4 (Partial Termination)       [text deleted] per affected Port


If Qwest  materially  increases  the number of Ports  through  Article 5 of this
Agreement,  the parties  agree to  negotiate in good faith to reduce the amounts
set forth in the table above.





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                                   SCHEDULE 2
               TEST AND ACCEPTANCE AND PERFORMANCE SPECIFICATIONS


ACCEPTANCE TESTS

Test IntraPOP Links
Verify RPMS configurations
Test RPMS
Verify IP connectivity
Verify ISIS configuration
Verify BGP configuration
Verify ISIS neighbors
Verify BGP neighbors
Verify all interfaces
Verify DNS (loopback)
Verify source interface loopback for ftp and tftp
Verify console login
Verify password of last resort
Verify TACACS
Verify access-list for vty
Verify IOS version
Verify Flash
Verify RP memory
Examine Logs
Updated interface description

PERFORMANCE SPECIFICATIONS

     1.   Service   Level.   For  purposes  of  this   Agreement,   "Performance
Specification" or "Performance  Specifications" means the level of service at or
above which KMC shall provide the Port Access Services to Qwest and includes the
following   elements   (all  of  which  shall  be  based  on   industry-standard
measurements) provided by KMC:

     (i)  24x7  (at the KMC  POP)  remote  hands  services,  including,  without
          limitation, responsibilities of:

          o    management of "Qualified Equipment" including spares
          o    receipt of replacement cards from vendors and return of defective
               cards to vendors.

     (ii) 24x7 help desk and all calls answered within [text deleted].

     (iii)a time to repair for any  Qualified  Equipment of [text  deleted] from
          the time Qwest's  calls to the KMC help desk are  answered;  provided,
          however,  that if the  interruption  is critical  (affecting more than
          four Qwest Customers), the time to repair shall be [text deleted];

     (iv) meeting  or  exceeding   industry   standards  for  onsite  power  and
          environmental   control  and  quality   provided  to  devices;   local
          interconnection  trunks, local loop access, and for out-of-band access
          circuits to the devices under this Agreement; and

     (v)  an average  monthly  uptime of [text  deleted] for each Port for which
          Qwest has ordered Port Access Services.



                                      - 18 -
                             QWEST/KMC CONFIDENTIAL
                                 EXECUTION COPY