<PAGE>

                                                                   Exhibit 10.48





                                INTERCONNECTION
                                   AGREEMENT
                                    BETWEEN
                       BELLSOUTH TELECOMMUNICATIONS INC.
                                     AND
                      ITC/\DeltaCom Communications, Inc.
                              d/b/a ITC/\DeltaCom





<PAGE>

                               TABLE OF CONTENTS
                               -----------------

General Terms and Conditions
      1.  Definitions
      2.  Term of the Agreement
      3.  Operational Support Systems
      4.  Parity
      5.  White Pages Listings
      6.  Bona Fide Request/New Business Request Process for Further Unbundling
      7.  Court Ordered Requests for Call Detail Records and Other
          Subscriber Information
      8.  Liability and Indemnification
      9.  Intellectual Property Rights and Indemnification
     10.  Proprietary and Confidential Information
     11.  Assignments
     12.  Resolution of Disputes
     13.  Taxes
     14.  Force Majeure
     15.  Adoption of Agreements
     16.  Modification of Agreements
     17.  Non-waiver of Legal Rights
     18.  Severability
     19.  Waivers
     20.  Governing Law
     21.  Arm's Length Negotiations
     22.  Notices
     23.  Rule of Construction
     24.  Heading of No Force or Effect
     25.  Multiple Counterparts
     26.  Implementation of Agreement
     27.  Filing of Agreement
     28.  Compliance with Applicable Law
     29.  Necessary Approvals
     30.  Good Faith Performance
     31.  Nonexclusive Dealings
     32.  Survival
     33.  Entire Agreement
Attachment  1-Resale
Attachment  2-Network Elements and Other Services
Attachment  3-Network Interconnection
Attachment  4-Physical Collocation
Attachment  5-Access to Numbers and Number Portability
Attachment  6-Pre-Ordering, Ordering and Provisioning, Maintenance and Repair
Attachment  7-Billing and Billing Accuracy Certifications
Attachment  8-Rights-of-Way, Conduits and Pole Attachments
Attachment  9-Bona Fide Request/New Business Request Process
Attachment 10-Performance Measurements
Attachment 11-Rates

<PAGE>

                                           GENERAL TERMS AND CONDITIONS - PART A
                                                                          PAGE 1

                                    AGREEMENT

        THIS AGREEMENT is made by and between BellSouth Telecommunications,
Inc., ("BellSouth"), a Georgia corporation, and ITC/\DeltaCom Communications,
Inc., d/b/a ITC/\DeltaCom, hereinafter referred to as ("ITC/\DeltaCom") an
Alabama corporation, and shall be deemed effective as of the date of the last
signature of both Parties ("Effective Date"). This agreement may refer to either
BellSouth or ITC/\DeltaCom or both as a "Party" or "Parties".

                               W I T N E S S E T H

        WHEREAS, BellSouth is an incumbent local exchange telecommunications
company authorized to provide telecommunications services in the states of
Alabama, Florida, Georgia, Kentucky, Louisiana, Mississippi, North Carolina,
South Carolina, and Tennessee; and

        WHEREAS, ITC/\DeltaCom is a competitive local exchange
telecommunications company ("CLEC") authorized to provide telecommunications
services in the state of Florida; and

        WHEREAS, the Parties wish to interconnect their facilities, purchase
unbundled elements, and exchange traffic specifically for the purposes of
fulfilling their obligations pursuant to sections 251 and 252 of the
Telecommunications Act of 1996 ("the Act").

        NOW THEREFORE, in consideration of the mutual agreements contained
herein, BellSouth and ITC/\DeltaCom agree as follows:

1.      TERM OF THE AGREEMENT

1.1     The term of this Agreement shall expire on December 31, 2002.

1.2     The Parties agree that by no later than one hundred and eighty (180)
        days prior to the expiration of this Agreement, they shall commence
        negotiations with regard to the terms, conditions and prices of local
        interconnection to be effective beginning on the expiration date of this
        Agreement ("Subsequent Agreement").

1.3     If, within one hundred and thirty-five (135) days of commencing the
        negotiation referred to in Section 1.2, above, the Parties are unable to
        satisfactorily negotiate new local Interconnection terms, conditions and
        prices, either Party may petition the Commission to establish
        appropriate local interconnection arrangements pursuant to 47 U.S.C.
        252. The Parties agree that, in such event, they shall encourage the
        Commission to issue its order regarding the appropriate local
        interconnection arrangements no later than the expiration date of this
        Agreement. The Parties further agree that in the event the Commission
        does not issue its order prior to the expiration date of this Agreement,
        or if the Parties continue beyond the expiration date of this Agreement
        to negotiate the local



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                                           GENERAL TERMS AND CONDITIONS - PART A
                                                                          PAGE 2


         interconnection arrangements without Commission intervention, the
         terms, conditions and prices ultimately ordered by the Commission, or
         negotiated by the Parties, will be effective retroactive to the day
         following the expiration date of this Agreement. Until the Subsequent
         Agreement becomes effective, the Parties shall continue to exchange
         traffic pursuant to the terms and conditions of this Agreement.

2.       ORDERING PROCEDURES

2.1     Detailed procedures for ordering and provisioning BellSouth
        services are set forth In BellSouth's Local Interconnection and Facility
        Based Ordering Gu1de, Resale Ordering Guide, and as set forth in
        Attachment 6 of this Agreement, as appropriate. 2.2 BellSouth has
        developed electronic systems for placing most resale and some UNE
        orders. BellSouth has also developed electronic systems for accessing
        data needed to place orders including valid address, available services
        and features, available telephone numbers, due date estimation on
        pre-order and calculation on firm order, and customer service records
        where applicable. Charges for OSS shall be as set forth in Attachment 1,
        Exhibit A, Attachment 2 and in Attachment 11 of this Agreement.

3.      PARITY

        3.1 The services and service provisioning that BellSouth provides
        ITC/\DeltaCom for resale will be at least equal in quality to that
        provided to BellSouth, or any BellSouth subsidiary, affiliate or end
        user. In connection with resale, BellSouth will provide ITC/\DeltaCom
        with pre-ordering, ordering, maintenance and trouble reporting, and
        daily usage data functionality that will enable ITC/\DeltaCom to provide
        equivalent levels of customer service to their local exchange customers
        as BellSouth provides to its own end users.

3.2     BellSouth shall also provide ITC/\DeltaCom with unbundled network
        elements, and access to those elements. The quality of an unbundled
        network element, as well as the quality of the access to such unbundled
        network element, that BellSouth provides to ITC/\DeltaCom shall be at
        least equal in quality to that which BellSouth provides to itself or to
        any BellSouth subsidiary, affiliate or other CLEC. The terms and
        conditions pursuant to which BellSouth provides access to unbundled
        network elements, including but not limited to the time within which
        BellSouth provisions such access to unbundled network elements, shall,
        at a minimum, be no less favorable to ITC/\DeltaCom than the terms and
        conditions under which BellSouth provisions such elements to itself.
        Consistent with all applicable rules and regulations, BellSouth shall
        provide lTC/\DeltaCom with pre-ordering, ordering, provisioning,
        maintenance and repair, and billing functionality at least equal to that
        which BellSouth provides for its own retail services.



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<PAGE>

                                           GENERAL TERMS AND CONDITIONS - PART A
                                                                          PAGE 3

4.      WHITE PAGES LISTINGS

        BellSouth shall provide ITC/\DeltaCom and their customers access to
        white pages directory listings under the following terms:

4.1     Listings. BellSouth or its agent will include ITC/\DeltaCom residential
        and business customer listings in the appropriate White Pages
        (residential and business) or alphabetical directories. Directory
        listings will make no distinction between ITC/\DeltaCom and BellSouth
        subscribers.

4.2     Rates. Subscriber primary listing information in the White Pages shall
        be provided at no charge to ITC/\DeltaCom or its subscribers provided
        that ITC/\DeltaCom provides subscriber listing information to BellSouth
        at no charge.

4.3     Procedures for Submitting ITC/\DeltaCom Subscriber Information.
        BellSouth will provide to ITC/\DeltaCom a magnetic tape or computer disk
        containing the proper format for submitting subscriber listings.
        ITC/\DeltaCom will be required to provide BellSouth with directory
        listings and daily updates to those listings, including new, changed,
        and deleted listings, in an industry-accepted format. These procedures
        are detailed in BellSouth's Local Interconnection and Facility Based
        Ordering Guide.

4.4     Unlisted and Non-Published Subscribers. ITC/\DeltaCom will be required
        to provide to BellSouth the names, addresses and telephone numbers of
        all ITC/\DeltaCom customers that wish to be omitted from directories.

4.5     Inclusion of ITC/\DeltaCom Customers in Directory Assistance Database.
        BellSouth will include and maintain ITC/\DeltaCom subscriber listings in
        BellSouth's directory assistance databases at no charge. BellSouth and
        ITC/\DeltaCom will formulate appropriate procedures regarding lead time,
        timeliness, format and content of listing information.

4.6     Listing Information Confidentiality. BellSouth will accord
        ITC/\DeltaCom's directory listing information the same level of
        confidentiality that BellSouth accords its own directory listing
        information, and BellSouth shall limit access to ITC/\DeltaCom's
        customer proprietary confidential directory information to those
        BellSouth employees who are involved in the preparation of listings.

4.7     Optional Listings. Additional listings and optional listings will be
        offered by BellSouth at tariffed rates as set forth in the General
        Subscriber Services Tariff.

4.8     Delivery. BellSouth or its agent shall deliver White Pages directories
        to ITC/\DeltaCom subscribers at no charge.

4.9     Notwithstanding any provision(s) to the contrary, ITC/\DeltaCom shall
        provide to BellSouth, and BellSouth shall accept, ITC/\DeltaCom's
        Subscriber Listing Information (SLI) relating to ITC/\DeltaCom's
        customers in the geographic



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<PAGE>

                                           GENERAL TERMS AND CONDITIONS - PART A
                                                                          PAGE 4

        area(s) covered by this Interconnection Agreement. ITC/\DeltaCom
        authorizes BellSouth to release all such ITC/\DeltaCom SLI provided to
        BellSouth by ITC/\DeltaCom to qualifying third parties via either
        license agreement or BellSouth's Directory Publishers Database Service
        (DPOS), General Subscriber Services Tariff, Section A38.2, as the same
        may be amended from time to time. Such CLEC SLI shall be intermingled
        with BellSouth's own customer listings and listings of any other CLEC
        that has authorized a similar release of SLI. Where necessary, BellSouth
        will use good faith efforts to obtain state commission approval of any
        necessary modifications to Section A38.2 of its tariff to provide for
        release of third party directory listings, including modifications
        regarding listings to be released pursuant to such tariff and
        BellSouth's liability thereunder. BellSouth's obligation pursuant to
        this Section shall not arise in any particular state until the
        commission of such state has approved modifications to such tariff.

4.10    No compensation shall be paid to ITC/\DeltaCom for BellSouth's receipt
        of ITC/\DeltaCom SLI, or for the subsequent release to third parties of
        such SLI. In addition, to the extent BellSouth incurs costs to modify
        its systems to enable the release of ITC/\DeltaCom's SLI, or costs on an
        ongoing basis to administer the release of ITC/\DeltaCom's SLI,
        ITC/\DeltaCom shall pay to BellSouth its proportionate share of the
        reasonable costs associated therewith.

4.11    BellSouth shall not be liable for the content or accuracy of any SLI
        provided by ITC/\DeltaCom under this Agreement. Subject to the
        Limitation of Liability provisions of Section 6, ITC/\DeltaCom shall
        indemnify, hold harmless and defend BellSouth from and against any
        damages, losses, liabilities, demands claims, suits, judgments, costs
        and expenses (including but not limited to reasonable attorneys' fees
        and expenses) arising from BellSouth's tariff obligations or otherwise
        and resulting from or arising out of any third party's claim of
        inaccurate ITC/\DeltaCom listings or use of the SLI provided pursuant to
        this Agreement. BellSouth may forward to ITC/\DeltaCom any complaints
        received by BellSouth relating to the accuracy or quality of
        ITC/\DeltaCom listings.

4.12    Listings and subsequent updates will be released consistent with
        BellSouth system changes and/or update scheduling requirements.


5.      BONA FIDE REQUEST/NEW BUSINESS REQUEST PROCESS FOR FURTHER UNBUNDLING

        If ITC/\DeltaCom is a facilities based provider or a facilities based
        and resale provider, this section and Attachment 9 shall apply.
        BellSouth shall, upon request of ITC/\DeltaCom, provide to ITC/\DeltaCom
        access to its unbundled elements at any technically feasible point for
        the provision of ITC/\DeltaCom's telecommunications service where such
        access is necessary and failure to provide access would impair the
        ability of ITC/\DeltaCom to provide services that it seeks to offer. Any
        request by ITC/\DeltaCom for access to an unbundled



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<PAGE>

                                           GENERAL TERMS AND CONDITIONS - PART A
                                                                          PAGE 5

        element that is not already available shall be treated as an unbundled
        element Bona Fide Request/New Business Request, and shall be submitted
        to BellSouth pursuant to the Bona Fide Request/New Business Request
        process set forth following.

5.1     Bona Fide Request/New Business Requests are to be used when
        ITC/\DeltaCom makes a request of BellSouth to provide a new or modified
        network element, interconnection option, or other service option
        pursuant to the Telecommunications Act of 1996, or to provide a new or
        custom capability or function to meet ITC/\DeltaCom's business needs,
        referred to as a Business Opportunity Request (BOR). The BFR process is
        intended to facilitate the two way exchange of information between the
        requesting Party and BellSouth, necessary for accurate processing of
        requests in a consistent and timely fashion.

5.2     A Bona Fide Request/New Business Request shall be submitted in writing
        by ITC/\DeltaCom and shall specifically identify the required service
        date, technical requirements, space requirements and/or such
        specifications that clearly define the request such that BellSouth has
        sufficient information to analyze and prepare a response. Such a request
        also shall include a ITC/\DeltaCom's designation of the request as being
        (i) pursuant to the Telecommunications Act of 1996 or (ii) pursuant to
        the needs of the business. The request shall be sent to ITC/\DeltaCom's
        Account Executive.

5.3     A product or service provided by BellSouth to another CLEC
        pursuant to the BFR/NBR process shall be made available to ITC/\DeltaCom
        upon request, on the same terms and conditions.

6.      LIABILITY AND INDEMNIFICATION

6.1     BellSouth Liability.  BellSouth shall take financial responsibility
        for its own actions in causing, or its lack of action in preventing,
        unbillable or uncollectible ITC/\DeltaCom revenues.

6.2     Liability for Acts or Omissions of Third Parties. Neither BellSouth nor
        ITC/\DeltaCom shall be liable for any act or omission of another
        telecommunications company providing a portion of the services provided
        under this Agreement.

6.3     LIMITATION OF LIABILITY.

6.3.1   With respect to any claim or suit, whether based in contract, tort
        or any other theory of legal liability, by ITC/\DeltaCom, any
        ITC/\DeltaCom customer or by any other person or entity, for damages
        associated with any of the services provided by BellSouth pursuant to or
        in connection with this Agreement, including but not limited to the
        installation, provision, preemption, termination, maintenance, repair or
        restoration of service, and subject to the provisions of the remainder
        of this Part A, BellSouth's liability shall be limited to an amount
        equal to the proportionate charge for the service provided pursuant to
        this Agreement for the



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                                           GENERAL TERMS AND CONDITIONS - PART A
                                                                          PAGE 6

        period during which the service was affected. With respect to any claim
        or suit, whether based in contract, tort or any other theory of legal
        liability, by BellSouth, any BellSouth customer or by any other person
        or entity, for damages associated with any of the services provided by
        ITC/\DeltaCom pursuant to or in connection with this Agreement,
        including but not limited to the installation, provision, preemption,
        termination, maintenance, repair or restoration of service, and subject
        to the provisions of the remainder of this Part A, ITC/\DeltaCom's
        liability shall be limited to an amount equal to the proportionate
        charge for the service provided pursuant to this Agreement for the
        period during which the service was affected. Notwithstanding the
        foregoing, claims for damages by ITC/\DeltaCom, any ITC/\DeltaCom
        customer or any other person or entity resulting from the gross
        negligence or willful misconduct of BellSouth and claims for damages by
        ITC/\DeltaCom resulting from the failure of BellSouth to honor in one or
        more material respects any one or more of the material provisions of
        this Agreement shall not be subject to such limitation of liability.
        Likewise, claims for damages by BellSouth, any BellSouth customer or any
        other person or entity resulting from the gross negligence or willful
        misconduct of ITC/\DeltaCom and claims for damages by BellSouth
        resulting from the failure of ITC/\DeltaCom to honor in one or more
        material respects any one or more of the material provisions of this
        Agreement shall not be subject to such limitation of liability.

        6.3.2 Limitations in Tariffs. Subject to the provisions of 6.3.1, a
        Party may, in its sole discretion, provide in its tariffs and contracts
        with its Customer and third parties that relate to any service, product
        or function provided or contemplated under this Agreement, that to the
        maximum extent permitted by Applicable Law, such Party shall not be
        liable to Customer or third Party for (i) any Loss relating to or
        arising out of this Agreement, whether in contract, tort or otherwise,
        that exceeds the amount such party would have charged that applicable
        person for the service, product or function that gave rise to such Loss
        and (ii) Consequential Damages. To the extent that a Party elects not to
        place in its tariffs or contracts such limitations of liability, and the
        other Party incurs a Loss as a result thereof, such Party shall
        Indemnify and reimburse the other Party for that portion of the Loss
        that would have been limited had the first Party included in its tariffs
        and contracts the limitations of liability that such other Party
        included in its own tariffs at the time of such Loss.

        6.3.3 Neither BellSouth nor ITC/\DeltaCom shall be liable for damages to
        the other's terminal location, POI or other company's customers'
        premises resulting from the furnishing of a service, including, but not
        limited to, the installation and removal of equipment or associated
        wiring, except to the extent caused by a company's negligence or willful
        misconduct or by a company's failure to properly ground a local loop
        after disconnection.

        6.3.4 Under no circumstance shall a Party be responsible or liable for
        indirect, incidental, or consequential damages, including, but not
        limited to, economic loss or lost business or profits, damages arising
        from the use or performance of equipment or software, or the loss of use
        of software or equipment, or accessories attached thereto, delay, error,
        or loss of data. In connection with



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<PAGE>

                                           GENERAL TERMS AND CONDITIONS - PART A
                                                                          PAGE 7

         this limitation of liability, each Party recognizes that the other
         Party may, from time to time, provide advice, make recommendations, or
         supply other analyses related to the Services, or facilities described
         in this Agreement, and, while each Party shall use diligent efforts in
         this regard, the Parties acknowledge and agree that this limitation of
         liability shall apply to provision of such advice, recommendations, and
         analyses.

6.4      Indemnification for Certain Claims. BellSouth and ITC/\DeltaCom
         providing services, their affiliates and their parent company, shall be
         indemnified, defended and held harmless by each other against any
         claim, loss or damage arising from the receiving company's use of the
         services provided under this Agreement pertaining to (1) claims for
         libel, slander, invasion of privacy or copyright infringement arising
         from the content of the receiving company's own communications, or (2)
         any claim, loss or damage claimed by the other company's customer
         arising from one company's use or reliance on the other company's
         services, actions, duties, or obligations arising out of this
         Agreement; provided that in the event of a claim arising under this
         Section 6.4(2), to the extent any claim, loss or damage is caused by
         the gross negligence or willful misconduct of the providing party, the
         receiving Party shall have no obligation to indemnify, defend or hold
         harmless the providing Party hereunder, subject to the other terms of
         this Section 6.


6.5      DISCLAIMER. EXCEPT AS SPECIFICALLY PROVIDED TO THE CONTRARY IN THIS
         AGREEMENT, NEITHER PARTY MAKES ANY REPRESENTATIONS OR WARRANTIES TO THE
         OTHER PARTY CONCERNING THE SPECIFIC QUALITY OF ANY SERVICES, OR
         FACILITIES PROVIDED UNDER THIS AGREEMENT. THE PARTIES DISCLAIM, WITHOUT
         LIMITATION ANY WARRANTY OR GUARANTEE OF MERCHANTABILITY OR FITNESS FOR
         A PARTICULAR PURPOSE, ARISING FROM COURSE OF PERFORMANCE, COURSE OF
         DEALING, OR FROM USAGES OF TRADE.

6.6      ITC/\DeltaCom and BellSouth will work cooperatively to minimize fraud
         associated with third-number billed calls, calling card calls, or any
         other services related to this Agreement. The Parties fraud
         minimization procedures are to be cost effective and implemented so as
         not to unduly burden or harm one Party as compared to the other.

7.       COURT ORDERED REQUESTS FOR CALL DETAIL RECORDS AND OTHER SUBSCRIBER
         INFORMATION.

         To the extent technically feasible, BellSouth maintains call detail
         records for ITC/\DeltaCom end users for limited time periods and can
         respond to subpoenas and court ordered requests for information.
         BellSouth shall maintain such information for ITC/\DeltaCom end users
         for the same length of time It maintains such information for its own
         end users.



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<PAGE>

                                           GENERAL TERMS AND CONDITIONS - PART A
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7.1      ITC/\DeltaCom agrees that BellSouth will respond to subpoenas and court
         ordered requests delivered directly to BellSouth for the purpose of
         providing call detail records when the targeted telephone numbers
         belong to ITC/\DeltaCom end users. Billing for such requests will be
         generated by BellSouth and directed to the law enforcement agency
         initiating the request.

7.2      ITC/\DeltaCom agrees that in cases where ITC/\DeltaCom receives
         subpoenas or court requests for call detail records for targeted
         telephone numbers belonging to ITC/\DeltaCom end users, ITC/\DeltaCom
         will advise the law enforcement agency initiating the request to
         redirect the subpoena or court ordered request to BellSouth. Billing
         for call detail information will be generated by BellSouth and directed
         to the law enforcement agency initiating the request.

7.3      In cases where the timing of the response to the law enforcement agency
         prohibits ITC/\DeltaCom from having the subpoena or court ordered
         request redirected to BellSouth by the law enforcement agency,
         ITC/\DeltaCom will furnish the official request to BellSouth for
         providing the call detail information. BellSouth will provide the call
         detail records to ITC/\DeltaCom and bill ITC/\DeltaCom for the
         information. ITC/\DeltaCom agrees to reimburse BellSouth for the call
         detail information provided.

7.4      ITC/\DeltaCom will provide ITC/\DeltaCom end user and/or other customer
         information that is available to ITC/\DeltaCom in response to subpoenas
         and court orders for their own customer records. BellSouth will
         redirect subpoenas and court ordered requests ITC/\DeltaCom end user
         and/or other customer information to ITC/\DeltaCom for the purpose of
         providing this information to the law enforcement agency.

8.       INTELLECTUAL PROPERTY RIGHTS AND INDEMNIFICATION

8.1      No License. No patent, copyright, trademark or other proprietary right
         is licensed, granted or otherwise transferred by this Agreement.
         ITC/\DeltaCom is strictly prohibited from any use, including but not
         limited to in sales, in marketing or advertising of telecommunications
         services, of any BellSouth name, service mark or trademark.

8.2      Ownership of Intellectual Property. Any intellectual property which
         originates from or is developed by a Party shall remain in the
         exclusive ownership of that Party. Except for a limited license to use
         patents or copyrights to the extent necessary for the Parties to use
         any facilities or equipment (including software) or to receive any
         service solely as provided under this Agreement, no license in patent,
         copyright, trademark or trade secret, or other proprietary or
         intellectual property right now or hereafter owned, controlled or
         licensable by a Party, is granted to the other Party or shall be
         implied or arise by estoppel. It is the responsibility of each Party to
         ensure at no additional cost to the other Party that it has obtained
         any necessary licenses in relation to intellectual property of third
         Parties used in its network that may be required to enable the other
         Party to use

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                                           GENERAL TERMS AND CONDITIONS - PART A
                                                                          PAGE 9

         any facilities or equipment (including software), to receive any
         service, or to perform Its respective obligations under this Agreement.

8.3      Indemnification. The Party providing a service pursuant to this
         Agreement will defend the Party receiving such service or data provided
         as a result of such service against claims of infringement arising
         solely from the use by the receiving Party of such service and will
         indemnify the receiving Party for any damages awarded based solely on
         such claims in accordance with Section 6 of this Agreement.

         Promptly after receipt of notice of any claim or the commencement of
         any action for which a Party may seek indemnification pursuant to this
         Section, such Party (the "Indemnified Party") shall promptly give
         written notice to the other Party (the "Indemnifying Party) of such
         claim or action, but the failure to so notify the Indemnifying Party
         shall not relieve the Indemnifying Party of any liability it may have
         to the Indemnified Party except to the extent the Indemnifying Party
         has actually been prejudiced thereby. The Indemnifying Party shall be
         obligated to assume the defense of such claim, at its own expense. The
         Indemnified Party shall cooperate with the Indemnifying Party's
         reasonable requests for assistance or Information relating to such
         claim, at the Indemnifying Party's expense. The Indemnified Party shall
         have the right to participate in the investigation and defense of such
         claim or action, with separate counsel chosen and paid for by the
         Indemnified Party.

8.4      Claim of Infringement. In the event that use of any facilities or
         equipment (including software), becomes, or in reasonable judgment of
         the Party who owns the affected network is likely to become, the
         subject of a claim, action, suit, or proceeding based on intellectual
         property infringement, then said Party shall promptly and at its sole
         expense, but subject to the limitations of liability set forth below:

               8.4.1 modify or replace the applicable facilities or equipment
               (including software) while maintaining form and function, or

               8.4.2 obtain a license sufficient to allow such use to continue.

               8.4.3 In the event 8.4.1 or 8.4.2 are commercially unreasonable,
               then said Party may, terminate, upon reasonable notice under the
               circumstances, this contract with respect to use of, or services
               provided through use of, the affected facilities or equipment
               (including software), but solely to the extent required to avoid
               the infringement claim.

8.5      Exception to Obligations. Neither Party's obligations under this
         Section shall apply to the extent the infringement is caused by: (i)
         modification of the facilities or equipment (including software) by the
         indemnitee; (ii) use by the indemnitee of the facilities or equipment
         (including software) in combination with equipment or facilities
         (including software) not provided or authorized by the indemnitor
         provided the facilities or equipment (including software) would not be
         infringing if



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                                           GENERAL TERMS AND CONDITIONS - PART A
                                                                         PAGE 10

         used alone; (iii) conformance to specifications of the indemnitee which
         would necessarily result in infringement; or (iv) continued use by the
         indemnitee of the affected facilities or equipment (including software)
         after being placed on notice to discontinue use as set forth herein.

8.6      Exclusive Remedy. The foregoing shall constitute the Parties' sole and
         exclusive remedies and obligations with respect to a third party claim
         of intellectual property infringement arising out of the conduct of
         business under this agreement.


9.       TREATMENT OF PROPRIETARY AND CONFIDENTIAL INFORMATION

9.1      Confidential Information. It may be necessary for BellSouth and
         ITC/\DeltaCom to provide each other with certain confidential
         information, including trade secret information, including but not
         limited to, technical and business plans, technical information,
         proposals, specifications, drawings, procedures, customer account data,
         call detail records and like information (hereinafter collectively
         referred to as "Information"). All Information shall be in writing or
         other tangible form and clearly marked with a confidential, private or
         proprietary legend and that the Information will be returned to the
         owner within a reasonable time. The Information shall not be copied or
         reproduced in any form. BellSouth and ITC/\DeltaCom shall receive such
         Information and not disclose such Information. BellSouth and
         ITC/\DeltaCom shall protect the Information received from distribution,
         disclosure or dissemination to anyone except employees of BellSouth and
         ITC/\DeltaCom with a need to know such Information and which employees
         agree to be bound by the terms of this Section. BellSouth and
         ITC/\DeltaCom will use the same standard of care to protect Information
         received as they would use to protect their own confidential and
         proprietary Information.  Where customer specific information or
         critical network information is communicated orally to designated
         company representatives in furtherance of this Agreement, both Parties
         agree that those employees shall protect such Information from
         disclosure to anyone except employees of BellSouth and ITC/\DeltaCom
         with a need to know such Information.

9.2      Exception to Obligation. Notwithstanding the foregoing, there will be
         no obligation on BellSouth or ITC/\DeltaCom to protect any portion of
         the Information that is: (1) made publicly available by the owner of
         the Information or lawfully disclosed by a Party other than BellSouth
         or ITC/\DeltaCom; (2) lawfully obtained from any source other than the
         owner of the Information; or (3) previously known to the receiving
         Party without an obligation to keep it confidential.


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                                           GENERAL TERMS AND CONDITIONS - PART A
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10.      ASSIGNMENTS

         Any assignment by either Party to any non-affiliated entity of any
         right, obligation or duty, or of any other interest hereunder, in whole
         or in part, without the prior written consent of the other Party shall
         be void. A Party may assign this Agreement or any right, obligation,
         duty or other interest hereunder to an Affiliate company of the Party
         without the consent of the other Party. All obligations and duties of
         any Party under this Agreement shall be binding on all successors in
         interest and assigns of such Party. No assignment of delegation hereof
         shall relieve the assignor of its obligations under this Agreement in
         the event that the assignee fails to perform such obligations.

11.      RESOLUTION OF DISPUTES

         Except as otherwise stated in this Agreement, the Parties agree that if
         any dispute arises as to the interpretation of any provision of this
         Agreement or as to the proper implementation of this Agreement, either
         Party may petition the Commission for a resolution of the dispute;
         provided, however, that to the extent any issue disputed hereunder
         involves issues beyond the scope of authority or jurisdiction of the
         Commission, the parties may seek initial resolution of such dispute in
         another appropriate forum. However, each Party reserves any rights it
         may have to seek judicial review of any ruling made by the Commission
         concerning this Agreement. Each Party shall bear its own costs when
         seeking Commission or judicial review of any ruling concerning this
         Agreement.

12.     LIMITATION OF USE

         The Parties agree that this Agreement shall not be offered by either
         Party in another jurisdiction as evidence of any concession or as a
         waiver of any position taken by the other Party in that jurisdiction or
         for any other purpose.

13.      TAXES

13.1     Any Federal, state or local excise, license, sales, use or other taxes
         or tax-like charges (excluding any taxes levied on income) resulting
         from the performance of this Agreement shall be borne by the Party upon
         which the obligation for payment is imposed under applicable law, even
         if the obligation to collect and remit such taxes is placed upon the
         other party. Any such taxes shall be shown as separate items on
         applicable billing documents between the Parties. The Party obligated
         to collect and remit taxes shall do so unless the other Party provides
         such Party with the required evidence of exemption. The Party to
         obligated to pay any such taxes may contest the same and shall be
         entitled to the benefit of any refund or recovery. The Party obligated
         to collect and remit taxes shall cooperate fully in any such contest by
         the other Party by providing,



      Florida
<PAGE>

                                           GENERAL TERMS AND CONDITIONS - PART A
                                                                         PAGE 12

         records, testimony, and such additional information or assistance as
         may reasonably be necessary to pursue the contest

14.     FORCE MAJEURE

         In the event performance of this Agreement, or any obligation
         hereunder, is either directly or indirectly prevented, restricted, or
         interfered with by reason of fire, flood, earthquake or like acts of
         God, wars, revolution, civil commotion, explosion, acts of public
         enemy, embargo, acts of the government in its sovereign capacity, labor
         difficulties, including without limitation, strikes, slowdowns,
         picketing, or boycotts, unavailability of equipment from vendor,
         changes requested by Customer, or any other circumstances beyond the
         reasonable control and without the fault or negligence of the Party
         affected, the Party affected, upon giving prompt notice to the other
         Party, shall be excused from such performance on a day-to-day basis to
         the extent of such prevention, restriction, or interference (and the
         other Party shall likewise be excused from performance of its
         obligations on a day-to-day basis until the delay, restriction or
         interference has ceased); provided however, that the Party so affected
         shall use best efforts to avoid or remove such causes of
         non-performance and both Parties shall proceed whenever such causes are
         removed or cease.

15.     YEAR 2000 COMPLIANCE

         Each party warrants that it has implemented a program the goal of which
         is to ensure that all software, hardware and related materials
         (collectively called "Systems") delivered, connected with or supplied
         in the furtherance of the terms and conditions specified in this
         Agreement (i) will record, store, process and display calendar dates
         falling on or after January 1, 2000, in the same manner, and with the
         same functionality as such software records, stores, processes and
         calendars dates falling on or before December 31, 1999; and (ii) shall
         include without limitation date data century recognition, calculations
         that accommodate same century and multicentury formulas and date
         values, and date data interface values that reflect the century.

16.      MODIFICATION OF AGREEMENT

16.1     BellSouth shall make available to ITC/\DeltaCom, pursuant to 47 USC ss.
         252, the FCC rules and regulations and the Supreme Court Order in AT&T
         Corporation v. Iowa Utilities Board regarding such availability, any
         interconnection, service, or network element provided under any other
         agreement filed and approved pursuant to 47 USC ss. 252. The adopted
         interconnection, service, or network element and agreement shall apply
         to the same state as such other agreement and for the identical term of
         such other agreement.

16.2     No modification, amendment, supplement to, or waiver of the Agreement
         or any of its provisions shall be effective and binding upon the
         Parties unless it is made in writing and duly signed by the Parties.



Florida
<PAGE>

                                           GENERAL TERMS AND CONDITIONS - PART A
                                                                         PAGE 13

16.3     Execution of this Agreement by either Party does not confirm or infer
         that the executing Party agrees with any decision(s) issued pursuant to
         the Telecommunications Act of 1996 and the consequences of those
         decisions on specific language in this Agreement. Neither Party waives
         its rights to appeal or otherwise challenge any such decision(s) and
         each Party reserves all of its rights to pursue any and all legal
         and/or equitable remedies, including appeals of any such decision(s).

16.4     In the event that any effective legislative, regulatory, judicial or
         other legal action materially affects any material terms of this
         Agreement, or the ability of ITC/\DeltaCom or BellSouth to perform any
         material terms of this Agreement, ITC/\DeltaCom or BellSouth may, on
         thirty (30) days' written notice require that such terms be
         renegotiated, and the Parties shall renegotiate in good faith such
         mutually acceptable new terms as may be required. In the event that
         such new terms are not renegotiated within ninety (90) days after such
         notice, the Dispute shall be referred to the Dispute Resolution
         procedure set forth in Section 11.

16.5     If any provision of this Agreement, or the application of such
         provision to either Party or circumstance, shall be held invalid, the
         remainder of the Agreement, or the application of any such provision to
         the Parties or circumstances other than those to which it is he'd
         invalid, shall not be effective thereby, provided that the Parties
         shall attempt to reformulate such invalid provision to give effect to
         such portions thereof as may be valid without defeating the intent of
         such provision.

16.6     If ITC/\DeltaCom changes its name or makes changes to its structure or
         identity due to a merger, acquisition, transfer or any other reason, it
         is the responsibility of ITC/\DeltaCom to notify BellSouth of said
         change and request that an amendment to this Agreement, if necessary,
         be executed to reflect said change.

17.     WAIVERS

         A failure or delay of either Party to enforce any of the provisions
         hereof, to exercise any option which is herein provided, or to require
         performance of any of the provisions hereof shall in no way be
         construed to be a waiver of such provisions or options, and each Party,
         notwithstanding such failure, shall have the right thereafter to insist
         upon the specific performance of any and all of the provisions of this
         Agreement.

18.      GOVERNING LAW

         This Agreement shall be governed by, and construed and enforced in
         accordance with, the laws of the State of Georgia, without regard to
         its conflict of laws principles.



Florida
<PAGE>

                                           GENERAL TERMS AND CONDITIONS - PART A
                                                                         PAGE 14

19.      ARM'S LENGTH NEGOTIATIONS

         This Agreement was executed after arm's length negotiations between the
         undersigned Parties and reflects the conclusion of the undersigned that
         this Agreement is in the best interests of all Parties.

20.      NOTICES

20.1     Every notice, consent, approval, or other communications required or
         contemplated by this Agreement shall be in writing and shall be
         delivered in person or given by postage prepaid mail, address to:

                        BELLSOUTH TELECOMMUNICATIONS, INC.

                        CLEC Account Team
                        9th Floor
                        600 North 19th Street
                        Birmingham, Alabama 35203

                       and

                        General Attorney - COU
                        Suite 4300
                        675 W. Peachtree St.
                        Atlanta, GA 30375

                        ITC/\DELTACOM COMMUNICATIONS, INC.

                        Senior Manager -- Industry Relations
                        1530 DeltaCom Drive
                        P0 Box 787
                        Anniston, AL 36202

                       and

                        Director -- Regulatory Affairs
                        4092 S. Memorial Parkway
                        Huntsville, AL 35802

         or at such other address as the intended recipient previously shall
         have designated by written notice to the other Party.

20.2     Where specifically required, notices shall be by certified or
         registered mail. Unless otherwise provided in this Agreement, notice by
         mail shall be effective on the date it is officially recorded as
         delivered by return receipt or equivalent, and in the absence of such
         record of delivery, it shall be presumed to have been



Florida
<PAGE>

                                           GENERAL TERMS AND CONDITIONS - PART A
                                                                         PAGE 15

         delivered the fifth day, or next business day after the fifth day,
         after it was deposited in the mails.

20.3     BellSouth shall provide ITC/\DeltaCom 45-day advance notice via
         Internet posting of price changes and of changes to the terms and
         conditions of services available for resale. To the extent that
         revisions occur between the time BellSouth notifies ITC/\DeltaCom of
         changes under this Agreement and the time the changes are scheduled to
         be implemented, BellSouth will immediately notify ITC/\DeltaCom of such
         revisions consistent with its internal notification process.
         ITC/\DeltaCom may not hold BellSouth responsible for any cost incurred
         as a result of such revisions, unless such costs are incurred as a
         result of BellSouth's intentional misconduct. ITC/\DeltaCom may not
         utilize any notice given under this subsection concerning a service to
         market resold offerings of that service in advance of BellSouth.

21.      DISCONTINUANCE OF SERVICE

         Each Party reserves the right to suspend or terminate service in the
         event of prohibited, unlawful or improper use of facilities or service
         pursuant to regulatory or legal authorities, for which it is purchasing
         services or in the event of nonpayment for services in accordance with
         Attachment 7 of this Agreement.

22.      TRUE-UP

         This section applies only to Tennessee.

         The interim prices for Unbundled Network Elements, Local
         Interconnection and Ancillary Services referenced above shall be
         subject to true-up according to the following procedures:

            1. The interim prices shall be trued-up, either up or down, based on
            final prices determined either by further agreement between the
            Parties, or by a final order (including any appeals) of the
            Commission which final order meets the criteria of (3) below. The
            Parties shall implement the true-up by comparing the actual volumes
            and demand for each item, together with interim prices for each
            item, with the final prices determined for each item. Each Party
            shall keep its own records upon which the true-up can be based, and
            any final payment from one Party to the other shall be in an amount
            agreed upon by the Parties based on such records. In the event of
            any disagreement as between the records or the Parties regarding the
            amount of such true-up, the Parties agree that the body having
            jurisdiction over the matter shall be called upon to resolve such
            differences, or the Parties may mutually agree to submit the matter
            to the Dispute Resolution process in accordance with the provisions
            of Section 11 of the General Terms and Conditions.
            2. The Parties may continue to negotiate toward final prices, but in
            the event that no such agreement is reached within nine (9) months,
            either



Florida
<PAGE>

                                           GENERAL TERMS AND CONDITIONS - PART A
                                                                         PAGE 16

            Party may petition the Commission to resolve such disputes and to
            determine final prices for each item. Alternatively, upon mutual
            agreement, the Parties may submit the matter to the Dispute
            Resolution Process set forth in Section 11 of the General Terms and
            Conditions, so long as they file the resulting agreement with the
            Commission as a "negotiated agreement" under Section 252(e) of the
            Act.

            3. A final order of this Commission that forms the basis of a
            true-up shall be the final order as to prices based on appropriate
            cost studies, or potentially may be a final order in any other
            Commission proceeding which meets the following criteria:

                     (a)     BellSouth and ITC/\DeltaCom is entitled to be a
                             full party to the proceeding;

                     (b)     It shall apply the provisions of the federal
                             Telecommunications Act of 1996, including but not
                             limited to Section 252(d)(1) (which contains
                             pricing standards) and all then-effective
                             implementing rules and regulations; and,

                     (c)     It shall include as an issue the geographic
                             deaveraging of unbundled element prices, which
                             deaveraged prices, if any are required by said
                             final order, shall form the basis of any true-up.


23.      RULE OF CONSTRUCTION

         No rule of construction requiring interpretation against the drafting
         Party hereof shall apply in the interpretation of this Agreement.

24.      HEADINGS OF NO FORCE OR EFFECT

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

25.      MULTIPLE COUNTERPARTS

         This Agreement may be executed multiple counterparts, each of which
         shall be deemed an original, but all of which shall together constitute
         but one and the same document.



Florida
<PAGE>

                                           GENERAL TERMS AND CONDITIONS - PART A
                                                                         PAGE 17

26.      ENTIRE AGREEMENT

         This Agreement and its Attachments, incorporated herein by this
         reference, sets forth the entire understanding and supersedes prior
         agreements between the Parties relating to the subject matter contained
         herein and merges all prior discussions between them, and neither Party
         shall be bound by any definition, condition, provision, representation,
         warranty, covenant or promise other than as expressly stated in this
         Agreement or as is contemporaneously or subsequently set forth in
         writing and executed by a duly authorized officer or representative of
         the Party to be bound thereby.

         THIS AGREEMENT INCLUDES ATTACHMENTS WITH PROVISIONS FOR THE FOLLOWING
         SERVICES:

         Unbundled Network Elements (UNEs)
         Local Interconnection
         Resale
         Collocation



Florida
<PAGE>

                                           GENERAL TERMS AND CONDITIONS - PART A
                                                                         PAGE 18

    IN WITNESS WHEREOF, the Parties have executed this Agreement the day and
year above first written.


BellSouth Telecommunications, Inc.       ITC/\DeltaCom Communications, Inc.

       /s/ Patrick C. Finlen                       /s/ Tom Mullis
---------------------------------        ------------------------------------
           Signature                                  Signature

        Patrick C. Finlen                             Tom Mullis
---------------------------------        -------------------------------------
             Name                                       Name

      Managing Director                  Vice President & Head General Counsel
---------------------------------        -------------------------------------
             Title                                      Title

        February 9, 2001                          February 9, 2001
---------------------------------        ---------------------------------
             Date                                       Date






Florida
<PAGE>

                                          GENERAL TERMS AND CONDITIONS -- PART B
                                                                         PAGE 19

                                   DEFINITIONS

                  "Access Service Request" or "ASR" means an industry standard
                  form used by the Parties to add, establish, change or
                  disconnect trunks for the purposes of interconnection.

                  "Act" means the Communications Act of 1934, 47 U.S.C. 151 et
                  seq., as amended, including the Telecommunications Act of
                  1996, and as interpreted from time to time in the duly
                  authorized rules and regulations of the FCC or the
                  Commission/Board.

                  "Advanced Intelligent Network" or "AIN" is a
                  Telecommunications network architecture in which call
                  processing, call routing and network management are provided
                  by means of centralized databases.

                  "Affiliate" is an entity directly owns or controls, or is
                  under common ownership or control with, another entity. For
                  purposes of this paragraph, the term "own" or "control" means
                  to own an equity interest (or equivalent thereof) of more than
                  10 percent.

                  "American National Standards Institute" or "ANSI" is a
                  standards setting, non-government organization, which develops
                  and publishes standards for "voluntary" use in the United
                  States.

                  "Automatic Number Identification" or "ANI" is a telephone
                  number associated with the access line from which the a call
                  originates.

                  "Calling Party Number" or "CPN" is a Common Channel Signaling
                  parameter which refers to the number transmitted through the
                  network identifying the calling party.

                  "Carrier Identification Code" or "CIC" means a three or four
                  digit number assigned to an IXC that identifies that carrier's
                  traffic.

                  "Centralized Message Distribution System" is a national
                  system, that Local Exchange Carriers use to exchange Exchange
                  Message Interface (EMI) formatted data among host companies.

                  "Commission" is defined as the appropriate regulatory agency
                  in each of BellSouth's nine-state region, Alabama, Florida,
                  Georgia, Kentucky, Louisiana, Mississippi, North Carolina,
                  South Carolina, and Tennessee.

                  "Common Channel Signaling" or "CCS" means a method of
                  exchanging call set-up and network control data over a digital
                  signaling network fully separate from the Public Switched
                  Network that carriers the actual call.
<PAGE>

                                          GENERAL TERMS AND CONDITIONS -- PART B
                                                                         PAGE 20

                  "Customer Local Area Signaling Services" or "CLASS" is a set
                  of call management service features consisting os number
                  translation such as call forwarding and caller identification,
                  available within a the Local Access and Transport Area
                  ("LATA").

                  "Digital Service - Level 0" or "DS-0" means the 64 Kbps
                  zero-level signal in the time division multiplex hierarchy.

                  "Digital Service - Level 1" or "DS-1" means the 1.544 Mbps in
                  the time division multiplex hierarchy. In the time-division
                  multiplexing hierarchy of the telephone network, DS1 is the
                  initial level of multiplexing.

                  "Digital Service - Level 3" or "DS-3" means the 44.736 Mbps in
                  the time division multiplex hierarchy. In the time-division
                  multiplexing hierarchy of the telephone network, DS3 is the
                  initial level of multiplexing.

                  "Exchange Message Interface" is the nationally administered
                  standard format for the exchange of data among the Exchange
                  Carriers within the telecommunications industry.

                  "Exchange Access" means the offering by a LEC of services or
                  facilities to an IXC for the purpose of the origination or
                  termination of telephone toll services.

                  "Feature Group A" or "FGA" means FGA interexchange access as
                  defined in BellSouth's FCC Tariff No. 1.

                  "Feature Group B" or "FGB" means FGB interexchange access as
                  defined in BellSouth's FCC Tariff No. 1.

                  "Feature Group D" or "FGD" means FGD interexchange access as
                  defined in BellSouth's FCC Tariff No. 1.

                  "Interconnection" is the linking of the BellSouth and
                  ITC/\DeltaCom networks for the mutual exchange of traffic as
                  described in Attachment 3 of this Agreement.

                  "Point of Interconnection" or "POI" is as described in
                  Attachment 3 of this Agreement.

                  "Interexchange Carrier" or "IXC" means a provider of
                  interexchange telecommunications services.

                  "Line Side" refers to end office switch connections that have
                  been programmed to treat the circuit as a local line connected
                  to a terminating station (e.g., an ordinary subscriber's
                  telephone station set, answering machine, or facsimile
                  machine).
<PAGE>

                                          GENERAL TERMS AND CONDITIONS -- PART B
                                                                         PAGE 21

                  "Local Exchange Carrier" or "LEC" is as defined in the Act.

                  "Local Exchange Routing Guide" or "LERG" means a Telcordia
                  product that is sold to and used by LECs and IXCs to identify
                  NPA-NXX routing and homing information as well as Network
                  Element and equipment designations.

                  "Local Interconnection" is defined as 1) the delivery of local
                  traffic to be terminated on each Party's local network so that
                  end users of either Party have the ability to reach end users
                  of the other Party without the use of any access code or
                  substantial delay in the processing of the call; 2) the LEC
                  unbundled network features, functions, and capabilities set
                  forth in this Agreement; and 3) Service Provider Number
                  Portability sometimes referred to as temporary telephone
                  number portability to be implemented pursuant to the terms of
                  this Agreement.

                  "Local Traffic" is as defined in Attachment 3 of this
                  Agreement.

                  "Local Access and Transport Area" or "LATA" means one of the
                  contiguous geographic areas established pursuant to the AT&T
                  Consent Decree to define the permitted operating regions of
                  the RBOCs prior to the enactment of the Telecommunications Act
                  of 1996.

                  "Multiple Exchange Carrier Access Billing" or ("MECAB") means
                  the document prepared by the Billing Committee of the Ordering
                  and Billing Forum ("OBF"), which functions under the auspices
                  of the Carrier Liaison Committee of the Alliance for
                  Telecommunications Industry Solutions ("ATIS") and by Bellcore
                  as Special Report SR-BDS-000983, Containing the recommended
                  guidelines for the billing of Exchange Service access provided
                  by two or more LECs and/or CLECs or by one LEC in two or more
                  states within a single LATA.

                  "Network Element" defined to mean a facility or equipment used
                  in the provision of a telecommunications service. Such term
                  may include, but is not limited to, features, functions, and
                  capabilities that are provided by means of such facility or
                  equipment, including but not limited to, subscriber numbers,
                  databases, signaling systems, and information sufficient for
                  billing and collection or used in the transmission, routing,
                  or other provision of a telecommunications service.

                  "Numbering Plan Area" or " NPA" is also sometimes referred to
                  as an area code. This is the three digit indicator which is
                  defined by the "A", "B", and "C" digits of each "digit"
                  telephone number within the North American Numbering Plan
                  ("NANP"). Each NPA contains 800 Possible NXX Codes. At
                  present, there are two general categories of NPA, "Geographic
                  NPAs" and "Non-Geographic NPAS" . A "Geographic NPA" is
                  associated with a
<PAGE>

                                          GENERAL TERMS AND CONDITIONS -- PART B
                                                                         PAGE 22

                  defined geographic area, and all telephone numbers bearing
                  such NPA are associated with services provided within that
                  Geographic area. A "Non-Geographic NPA", also known as a
                  "Service Access Code" (SAC Code) is typically associated with
                  a specialized telecommunications service which may be provided
                  across multiple geographic NPA areas; 500, 800, 9100, 700, and
                  888 are examples of Non-Geographic NPAS.

                  "NXX", "NXX Code", "Central Office Code" or "CO Code" is the
                  three digit switch entity indicator which is defined by the
                  "D", "E", and "F" digits of a 10-digit telephone number within
                  the North American Numbering Plan.

                  "Percent Of Interstate Usage" of "PIU" is defined as a factor
                  to be applied to terminating access services minutes of use to
                  obtain those minutes that should be rated as interstate access
                  services minutes of use. The numerator includes all interstate
                  "non-intermediary" minutes of use, including interstate
                  minutes of use that are forwarded due to service provider
                  number portability less any interstate minutes of use for
                  Terminating Party Pays services, such as 800 Services. The
                  denominator includes all "non-intermediary", local,
                  interstate, intrastate, toll and access minutes of use
                  adjusted for service provider number portability less all
                  minutes attributable to terminating Party pays services

                  "Percent Local Usage" or "PLU"is defined as a factor to be
                  applied to intrastate terminating minutes of use. The
                  numerator shall include all "non-intermediary" local minutes
                  of use adjusted for those minutes of use that only apply local
                  due to Service Provider Number Portability. The denominator is
                  the total intrastate minutes of use including local,
                  intrastate toll, and access, adjusted for Service Provider
                  Number Portability less intrastate terminating Party pays
                  minutes of use.

                  "Rate Center" identifies the specific geographic point within
                  an Exhange area which is associated with one or more
                  particular NPA-NXX codes which have been assigned to a LEC (or
                  CLEC) for the provision of Telephone Exchange Services. The
                  Rate Center vertical and horizontal coordinates are used in
                  the toll message rating process to measure distances between
                  Rate Centers.

                  "Revenue Accounting Office ("RAO") Status Company" is a local
                  exchange company/alternate local exchange company that has
                  been assigned a unique RAO code. Message data exchanged among
                  RAO status companies is grouped (i.e. packed) according to
                  From/To/Bill RAO combinations.

                  "Transit Traffic Service" is as described in Attachment 3 of
                  this Agreement.
<PAGE>

                                          GENERAL TERMS AND CONDITIONS -- PART B
                                                                         PAGE 23

                  "Wire Center" denotes a building or space within a building
                  which serves as an aggregation point on a given carrier's
                  network, where transmission facilities and circuits are
                  connected and/or switched. Wire Center can also denote a
                  building in which one or more central offices, used for the
                  provision of telecommunications services are located.
<PAGE>

                                                                    Attachment 1
                                                                          Page 1

                                     RESALE

1.0      DISCOUNT RATES

         ITC/\DeltaCom may purchase all retail Telecommunications Services
         provided by BellSouth. The price or wholesale discount for these
         Telecommunications Services shall be the retail rates reduced by the
         wholesale discount rate established by the appropriate state public
         utility commission. The wholesale discount shall be as set forth in
         Exhibit A, attached hereto and incorporated herein by this reference.

2.0      DEFINITION OF TERMS

2.1      CUSTOMER OF RECORD means the entity responsible for placing application
         for service; requesting additions, rearrangements, maintenance or
         discontinuance of service; payment in full of charges incurred such as
         non-recurring, monthly recurring, toll, directory assistance, etc.

2.2      DEPOSIT means assurance provided by a customer in the form of cash,
         surety bond or bank letter of credit to be held by BellSouth.


2.3      END USER means the ultimate user of the telecommunications services.


2.4      END USER CUSTOMER LOCATION means the physical location of the premises
         where an end user makes use of the telecommunications services.


2.5      NEW SERVICES means functions, features or capabilities that are not
         currently offered by BellSouth. This includes packaging of existing
         services or combining a new function, feature or capability with an
         existing service.

2.6      COMPETITIVE LOCAL EXCHANGE COMPANY (CLEC) means a telephone company
         certificated by the public service commissions of BellSouth's
         franchised area to provide local exchange service within BellSouth's
         franchised area.

2.7      RESALE means an activity wherein a certificated CLEC, such as
         ITC/\DeltaCom subscribes to the telecommunications services of
         BellSouth and then reoffers those telecommunications services to the
         public (with or without "adding value").

2.8      RESALE SERVICE AREA means the area, as defined in a public service
         commission approved certificate of operation, within which an CLEC,
         such as ITC/\DeltaCom, may offer resold local exchange
         telecommunications service.

3.0      GENERAL PROVISIONS

3.1      ITC/\DeltaCom may resell the tariffed local exchange and toll
         telecommunications services of BellSouth contained in the General
         Subscriber Service Tariff and Private Line Service Tariff subject to
         the terms, and conditions specifically set forth herein.
         Notwithstanding the foregoing, the EXCLUSIONS and limitations on
         services available for resale will be as set forth in Exhibit B,
         attached hereto and incorporated herein by this reference.

3.2      BellSouth shall make available telecommunications services for resale
         at the rates set forth in Exhibit A to this agreement and subject to
         the exclusions and limitations set forth in Exhibit B to this
         agreement. Neither Party waives its right to appeal or otherwise
         challenge any decision regarding resale that resulted in the discount
         rates contained in Exhibit A or the exclusions and limitations
         contained in Exhibit B. Both Parties reserve the right to pursue any
         and all legal and/or equitable remedies, including appeals of any
         decisions. If such appeals or challenges result in changes in the
         discount rates or exclusions and limitations, the parties
<PAGE>

                                                                    Attachment 1
                                                                          Page 2

         agree that appropriate modifications to this Agreement will be made
         promptly to make its terms consistent with the outcome of the appeal.

3.3      ITC/\DeltaCom may purchase resale services from BellSouth for its own
         use in operating its business. The resale discount will apply to those
         services under the following conditions:

                  3.3.1    ITC/\DeltaCom must resell services to other end
                           users.

                  3.3.2    ITC/\DeltaCom must order services through the LCSC
                           and/or appropriate Resale Account Teams.

                  3.3.3    ITC/\DeltaCom cannot be a competitive local exchange
                           telecommunications company for the single purpose of
                           selling to themselves.

3.4      The provision of services by BellSouth to ITC/\DeltaCom does not
         constitute a joint undertaking for the furnishing of any service.

3.5      ITC/\DeltaCom will be the customer of record for all services purchased
         from BellSouth. Except as specified herein, BellSouth will take orders
         from, bill and expect payment from ITC/\DeltaCom for all services.

3.6      ITC/\DeltaCom will be BellSouth's single point of contact for all
         services purchased pursuant to this Agreement. BellSouth shall have no
         contact with the end user except to the extent provided for herein.

3.7      BellSouth will continue to bill the end user for any services that the
         end user specifies it wishes to receive directly from BellSouth. The
         Parties shall not restrict the customer's choice of using other
         telecommunications carriers and their services.

3.8      BellSouth maintains the right to serve directly any end user within the
         service area of ITC/\DeltaCom. BellSouth will continue to directly
         market its own telecommunications products and services and in doing so
         may establish independent relationships with end users of
         ITC/\DeltaCom.

3.9      Neither Party shall interfere with the right of any person or entity to
         obtain service directly from the other Party. Neither Party, its
         employees, nor its subcontractors shall make disparaging comments
         regarding the other Party or its services to end-users.

3.10     For the purpose of the resale of BellSouth's telecommunications
         services by ITC/\DeltaCom, BellSouth will provide ITC/\DeltaCom with an
         on line access to telephone numbers for reservation on a first come
         first serve basis. Such reservations of telephone numbers, on a pre-
         ordering basis shall be for a period of nine (9) days. ITC/\DeltaCom
         acknowledges that there may be instances where there is a shortage of
         telephone numbers in a particular Common Language Location Identifier
         Code (CLLIC) and in such instances BellSouth may request that
         ITC/\DeltaCom cancel its reservations of numbers. ITC/\DeltaCom shall
         comply with such request.

3.11     Further, upon ITC/\DeltaCom's request, and for the purpose of the
         resale of BellSouth's telecommunications services by ITC/\DeltaCom,
         BellSouth will reserve up to 100 telephone numbers per CLLIC, for
         ITC/\DeltaCom's sole use. Such telephone number reservations shall be
         valid for ninety (90) days from the reservation date. ITC/\DeltaCom
         acknowledges that there may be instances where there is a shortage of
         telephone numbers in a particular CLLIC and in such instances BellSouth
         shall use its best efforts to reserve for a ninety (90) day period a
         sufficient quantity of ITC/\DeltaCom's reasonable need in that
         particular CLLIC.

3.12     ITC/\DeltaCom may resell BellSouth services only within the specific
         resale service area as defined in its certificate(s) of authority as a
         local telecommunications carrier.
<PAGE>

                                                                    Attachment 1
                                                                          Page 3

3.13     911- BellSouth shall provide to ITC/\DeltaCom 911 emergency call
         routing services at parity with BellSouth.

3.14     Customer Service Functions-Except as otherwise provided in this
         Agreement, ITC/\DeltaCom shall be the single point of contact for all
         ITC/\DeltaCom end users.

3.15     BellSouth shall refer all questions regarding ITC/\DeltaCom service or
         product directly to ITC/\DeltaCom. BellSouth shall use its best efforts
         to ensure that all BellSouth representatives who receive inquiries
         regarding ITC/\DeltaCom services do not in any way disparage or
         discriminate against ITC/\DeltaCom or its products or services.

3.16     The same quality standards that BellSouth requires of its employees
         when contacting BellSouth end users (e.g. honesty, respect, and
         courtesy) shall apply when its employees are in contact with
         ITC/\DeltaCom end users.

4.0      RESTRICTIONS ON PROVISION OF SERVICE

4.1      Service is furnished subject to the condition that it will not be used
         for any unlawful purpose.

4.2      Service will be discontinued if any law enforcement agency advises that
         the service being used is in violation of the law.

4.3      BellSouth can refuse service when it has grounds to believe that
         service will be used in violation of the law.

4.4      BellSouth accepts no responsibility to any person for any unlawful act
         committed by ITC/\DeltaCom or its end users as part of providing
         service to ITC/\DeltaCom for purposes of resale or otherwise.

4.5      The characteristics and methods of operation of any circuits,
         facilities or equipment provided by any person or entity other than
         BellSouth shall not:

         4.5.1    Interfere with or impair service over any facilities of
         BellSouth, its affiliates, or its connecting and concurring carriers
         involved in its service;

         4.5.2    Cause damage to BellSouth's plant;


         4.5.3    Impair the privacy of any communications; or


         4.5.4    Create hazards to any employees or the public.

4.6      Current telephone numbers may normally be retained by the end user.
         ITC/\DeltaCom has no property right to the telephone number or any
         other call number designation associated with services furnished by
         BellSouth, and no right to the continuance of service through any
         particular central office. BellSouth reserves the right to change such
         numbers, or the central office designation associated with such
         numbers, or both, whenever BellSouth deems it necessary to do so in the
         conduct of its business any such changes will be implemented in a
         nondiscriminatory manner.

4.7      No patent, copyright, trademark or other proprietary right is licensed,
         granted or otherwise transferred by this Agreement. ITC/\DeltaCom is
         strictly prohibited from any use, including but not limited to sales,
         marketing or advertising, of any BellSouth name or trademark.

5.0      BELLSOUTH'S PROVISION OF SERVICES TO ITC/\DELTACOM

5.1      ITC/\DeltaCom agrees that its resale of BellSouth services shall be as
         follows:
<PAGE>

                                                                    Attachment 1
                                                                          Page 4

5.1.1    The resale of telecommunications services shall be limited to users and
         uses conforming to the class of service restrictions.

5.1.2    Hotel and Hospital PBX service are the only telecommunications services
         available for resale to Hotel/Motel and Hospital end users,
         respectively. Similarly, Access Line Service for Customer Provided Coin
         Telephones is the only local service available for resale to
         Independent Payphone Provider (IPP) customers. Shared Tenant Service
         customers can only be sold those telecommunications services available
         in BellSouth Shared Tenant Service Tariff

5.1.3    ITC/\DeltaCom is prohibited from furnishing both flat and measured rate
         service on the same business premises to the same subscribers (end
         users) as stated in A2 of BellSouth's Tariff except for backup service
         as indicated in the applicable state tariff Section A3.

5.2      BellSouth reserves the right to periodically audit services purchased
         by ITC/\DeltaCom to establish authenticity of use. Such audit shall not
         occur more than once in a calendar year. ITC/\DeltaCom shall make any
         and all records and data available to BellSouth or BellSouth's auditors
         on a reasonable basis. BellSouth shall bear the cost of said audit.

5.3      Resold services can only be used in the same manner as specified in
         BellSouth's Tariff. Resold services are subject to the same terms and
         conditions as are specified for such services when furnished to an
         individual end user of BellSouth in the appropriate section of
         BellSouth's Tariffs. Specific tariff features, e.g. a usage allowance
         per month, shall not be aggregated across multiple resold services.
         Resold services cannot be used to aggregate traffic from more than one
         end user customer except as specified in BellSouth's Tariff referring
         to Shared Tenant Service

5.4      BellSouth may provide any service or facility for which a charge is not
         established herein, as long as it is offered on the same terms to
         ITC/\DeltaCom.

5.5      White page directory listings will be provided in accordance with
         Section 4 of the General Terms and Conditions and with the regulations
         set forth in Section A6 of the General Subscriber Service Tariff.

5.6      Where available to BellSouth's end users, BellSouth shall provide the
         following telecommunications services at a discount to allow for voice
         mail services:

         -        Simplified Message Desk Interface - Enhanced ("SMDI-E")

         -        Simplified Message Desk Interface ("SMDI") Message Waiting
                  Indicator ("MWI") stutter dialtone and message waiting light
                  feature capabilities.

         -        Call Forward on Busy/Don't Answer ("CF-B/DA")

         -        Call Forward on Busy ("CF/B")

         -        Call Forward Don't Answer ("CF/DA")


         Further, BellSouth messaging services set forth in BellSouth's
         Messaging Service Information Package shall be made available for
         resale without the wholesale discount.

5.7      BellSouth's Inside Wire Maintenance Service Plan may be made available
         for resale at rates, terms and conditions as set forth by BellSouth and
         without the wholesale discount.

5.8      BellSouth will provide customer record information to ITC/\DeltaCom
         provided ITC/\DeltaCom has either executed a blanket agency agreement
         or has the appropriate Letter(s) of Authorization. BellSouth shall
<PAGE>

                                                                    Attachment 1
                                                                          Page 5

         provide customer record information via an electronic interface and in
         accordance with the provisions of Attachment 6.

5.9      Telephone numbers transmitted via any resold service feature are
         intended solely for the use of the end user of the feature. Resale of
         this information is prohibited.

6.0      OPERATIONS SUPPORT SYSTEMS FUNCTIONS

6.1      BellSouth shall provide ITC/\DeltaCom advance notice of changes to the
         prices, terms, and conditions for Resale in accordance with the
         provisions of Section 20.3 of the General Terms and Conditions.
         BellSouth provides electronic access to customer record information.
         Access is provided through the Local Exchange Navigation System (LENS),
         and the Telecommunications Access Gateway (TAG). Customer Record
         Information includes but is not limited to, customer specific
         information in CRIS and RSAG. ITC/\DeltaCom agrees not to view, copy or
         otherwise obtain access to the customer record information of any
         customer without that customer's permission and only in accordance with
         applicable federal and state regulations.

6.2      As provided in Section 3 of the General Terms and Conditions and
         Attachment 6, BellSouth shall provide ITC/\DeltaCom, at its request,
         non-discriminatory access to BellSouth's OSS functions for
         pre-ordering, ordering, provisioning, maintenance and repair, and
         billing. Such OSS functions shall be equal in quality and provisioned
         with the same timeliness as provided by BellSouth to itself or to any
         Subsidiary, Affiliate or any other Telecommunications Carrier to which
         BellSouth provides the OSS functions.

6.3      Charges for use of OSS shall be as set forth in Exhibit A of this
         Attachment and in Attachment 11 of this Agreement.

7.0      MAINTENANCE OF SERVICES

7.1      ITC/\DeltaCom will adopt and adhere to the standards contained in the
         applicable BellSouth Work Center Interface Agreement regarding
         maintenance and installation of service.

7.2      Services resold under BellSouth's Tariffs and facilities and equipment
         provided by BellSouth shall be maintained by BellSouth

7.3      ITC/\DeltaCom or its end users may not rearrange, move, disconnect,
         remove or attempt to repair any facilities owned by BellSouth, other
         than by connection or disconnection to any interface means used, except
         with the written consent of BellSouth.

7.4      ITC/\DeltaCom accepts responsibility to notify BellSouth of situations
         that arise that may result in a service problem.

7.5      ITC/\DeltaCom will be BellSouth's single point of contact for all
         repair calls on behalf of ITC/\DeltaCom's end users. The parties agree
         to promptly provide one another with toll-free contact numbers for such
         purposes.

7.6      ITC/\DeltaCom will contact the appropriate repair centers in accordance
         with reasonable procedures established by BellSouth

7.7      For all repair requests, ITC/\DeltaCom accepts responsibility for
         adhering to BellSouth's reasonable prescreening guidelines prior to
         referring the trouble to BellSouth.

7.8      BellSouth will bill ITC/\DeltaCom for handling troubles that are found
         not to be in BellSouth's network pursuant to its standard time and
         material charges. The standard time and material charges will be no
         more than what BellSouth charges to its retail customers for the same
         services.
<PAGE>

                                                                    Attachment 1
                                                                          Page 6

7.9      BellSouth reserves the right to contact ITC/\DeltaCom's customers, if
         deemed necessary, for maintenance purposes.

7.10     Facilities and/or equipment utilized by BellSouth to provide service to
         ITC/\DeltaCom remain the property of BellSouth.

8.0      ESTABLISHMENT OF SERVICE

8.1      If ITC/\DeltaCom has not already done so, after receiving certification
         as a local exchange company from the appropriate regulatory agency,
         ITC/\DeltaCom will provide the appropriate Company service center the
         necessary documentation to enable BellSouth to establish a master
         account for ITC/\DeltaCom. Such documentation shall include the
         Application for Master Account, proof of authority to provide
         telecommunications services, an Operating Company Number ("OCN")
         assigned by the National Exchange Carriers Association ("NECA") and a
         tax exemption certificate, if applicable. BellSouth.

8.2      Service orders will be in a standard format designated by BellSouth.

8.3      BellSouth will not require end user confirmation prior to establishing
         service for ITC/\DeltaCom's end user customer. ITC/\DeltaCom must,
         however, be able to demonstrate end user authorization upon request.

8.4      ITC/\DeltaCom will be the single point of contact with BellSouth for
         all subsequent ordering activity resulting in additions or changes to
         resold services except that BellSouth will accept a request directly
         from the end user for conversion of the end user's service from
         ITC/\DeltaCom to BellSouth or will accept a request from another CLEC
         for conversion of the end user's service from ITC/\DeltaCom to the
         other LEC. BellSouth will promptly notify ITC/\DeltaCom that such a
         request has been processed.

8.5      If BellSouth determines that an unauthorized change in local service to
         ITC/\DeltaCom has occurred, BellSouth will reestablish service with the
         appropriate local service provider. If BellSouth determines that
         ITC/\DeltaCom has initiated the unauthorized change, the unauthorized
         change charge described in F.C.C. Tariff No. 1, Section 13 will be
         assessed. Appropriate nonrecurring charges, as set forth in Section A4.
         of the General Subscriber Service Tariff, will also be assessed to
         ITC/\DeltaCom. These charges shall be credited if ITC/\DeltaCom
         provides proof of authorization or if it is determined that BellSouth
         or another LEC other than ITC/\DeltaCom is the source of the error.

8.6      BellSouth shall take orders for resale from ITC/\DeltaCom provided the
         deposit requirements of Section 1.11 of Attachment 7 to this Agreement
         are met.

8.7      The Parties will adopt and adhere to the BellSouth guidelines
         associated with each method of providing customer record information.

9.0      STANDARDS OF PERFORMANCE

9.1      BellSouth shall provide Resale Services to ITC/\DeltaCom (i) in
         accordance with Attachment 10 hereto and (ii) as required by the FCC or
         the applicable State Commission.

10.      RESALE OF CUSTOMER SPECIFIC ARRANGEMENTS

10.1     BellSouth shall make available CSAs for resale as provided in Exhibits
         A and B to this Attachment. In cases where ITC/\DeltaCom resells an
         existing CSA, BellSouth will not impose any termination charges on the
         end user or on ITC/\DeltaCom provided that ITC/\DeltaCom agrees to
         execute a mutually acceptable assumption letter and thereafter abides
         by the terms of the CSA.

11.      PAYMENT AND BILLING ARRANGEMENTS
<PAGE>

                                                                    Attachment 1
                                                                          Page 7

11.1     If ITC/\DeltaCom has not already done so, prior to submitting orders to
         BellSouth for local service, a master account must be established for
         ITC/\DeltaCom. ITC/\DeltaCom is required to provide the following
         before a master account is established: proof of PSC/PUC certification,
         the Application for Master Account, an Operating Company Number ("OCN")
         assigned by the National Exchange Carriers Association ("NECA") and a
         tax exemption certificate, if applicable.

11.2     BellSouth shall bill ITC/\DeltaCom on a current basis all applicable
         charges and credits.

11.3     Payment of all charges will be the responsibility of ITC/\DeltaCom.
         ITC/\ DeltaCom shall make payment to BellSouth for all services billed.
         Bell South is not responsible for payments not received by
         ITC/\DeltaCom from ITC/\DeltaCom's customers. BellSouth will not become
         involved in billing disputes that may arise between ITC/\DeltaCom and
         its customer. Payments made to BellSouth as payment on account will be
         credited to an accounts receivable master account and not to an end
         user's account.

11.4     BellSouth will render bills each month on established bill days for
         each ITC/\DeltaCom's accounts.

11.5     BellSouth will bill ITC/\DeltaCom, in advance, charges for all services
         to be provided during the ensuing billing period except charges
         associated with service usage, which charges will be billed in arrears.
         Charges will be calculated on an individual end user account level,
         including, if applicable, any charges for usage or usage allowances.
         BellSouth will also bill all charges, including but not limited to 911
         and E911 charges, and telecommunications relay charges and other taxes
         and fees in accordance with applicable laws, orders and regulations.

11.6     The payment will be due by the next bill date (i.e., same date in the
         following month as the bill date) and is payable to immediately
         available funds. Payment is considered to have been made when received
         by BellSouth.

11.7     If the payment due date falls on a Sunday or on a Holiday which is
         observed on a Monday, the payment due date shall be the first
         non-Holiday day following such Sunday or Holiday. If the payment due
         date falls on a Saturday or on a Holiday which is observed on Tuesday,
         Wednesday, Thursday, or Friday, the payment due date shall be the last
         non-Holiday day preceding such Saturday or Holiday. If payment is not
         received by the payment due date, a late payment charge, as set forth
         in BellSouth's tariffs, shall apply.

11.8     If ITC/\DeltaCom requests multiple billing media or additional copies
         of bills, BellSouth will provide these at an appropriate charge to
         ITC/\DeltaCom.

12.      BILLING DISPUTES

12.1     Each Party agrees to notify the other Party upon the discovery of a
         billing dispute. In the event of a billing dispute, the Parties will
         endeavor to resolve the dispute within sixty (60) calendar days of the
         Bill Date on which such disputed charges appear. Resolution of the
         dispute is expected to occur at the first level of management resulting
         in a recommendation for settlement of the dispute and closure of a
         specific billing period. If the issues are not resolved within the
         allotted time frame, the following resolution procedure will begin:

         12.1.1   If the dispute is not resolved within sixty (60) days of the
         Bill Date, the dispute will be escalated to the second level of
         management for each of the respective Parties for resolution. If the
         dispute is not resolved within ninety (90) days of the Bill Date, the
         dispute will be escalated to the third level of management for each of
         the respective Parties for resolution.

         12.1.2   If the dispute is not resolved within one hundred and twenty
         (120) days of the Bill Date, the dispute will be escalated to the
         fourth level of management for each of the respective Parties for
         resolution.

         12.1.3   If a Party disputes a charge and does not pay such charge by
         the payment due date, such charges shall be subject to late payment
         charges as set forth in the Late Payment Charges provision of this
<PAGE>

                                                                    Attachment 1
                                                                          Page 8

         Attachment. If a Party disputes charges and the dispute is resolved in
         favor of such Party, the other Party shall credit the bill of the
         disputing Party for the amount of the disputed charges along with any
         late payment charges assessed no later than the second Bill Date after
         the resolution of the dispute. Accordingly, if a Party disputes charges
         and the dispute is resolved in favor of the other Party, the disputing
         Party shall pay the other Party the amount of the disputed charges and
         any associated late payment charges assessed no later than the second
         bill payment due date after the resolution of the dispute. In no event,
         however, shall any late payment charges be assessed on any previously
         assessed late payment charges.

12.2     Upon proof of tax-exempt certification from ITC/\DeltaCom, the total
         amount billed to ITC/\DeltaCom will not include any taxes due from the
         end user. ITC/\DeltaCom will be solely responsible for the computation,
         tracking, reporting and payment of all federal, state and/or local
         jurisdiction taxes associated with the services resold to the end user.

12.3     As the customer of record, ITC/\DeltaCom will be responsible for, and
         remit to the BellSouth, all charges applicable to its resold services
         for emergency services (E911 and 911) and Telecommunications Relay
         Service (TRS) as well as any other charges of a similar nature.

12.4     If any portion of the payment is received by BellSouth after the
         payment due date as set forth preceding, or if any portion of the
         payment is received by BellSouth in funds that are not immediately
         available to BellSouth, then a late payment penalty shall be due to
         BellSouth. The late payment penalty shall be the portion of the payment
         not received by the payment due date times a late factor. The late
         factor shall be as set forth in Section A2 of the General Subscriber
         Service Tariff and Section B2 of the Private Line Service Tariff.

12.5     Any switched access charges associated with interexchange carrier
         access to the resold local exchange lines will be billed by, and due
         to, BellSouth. No additional charges are to be assessed to
         ITC/\DeltaCom.

12.6     BellSouth will not perform billing and collection services for
         ITC/\DeltaCom as a result of the execution of this Agreement. All
         requests for billing services should be referred to the appropriate
         entity or operational group within BellSouth.

12.7     Pursuant to 47 CFR Section 51.617, BellSouth will bill ITC/\DeltaCom
         end user common line charges identical to the end user common line
         charges BellSouth bills its end users.

12.8     In general, BellSouth will not become involved in disputes between
         ITC/\DeltaCom and ITC/\DeltaCom's end user customers over resold
         services. If a dispute does arise that cannot be settled without the
         involvement of BellSouth, ITC/\DeltaCom shall contact the designated
         Service Center for resolution. BellSouth will make every effort to
         assist in the resolution of the dispute and will work with
         ITC/\DeltaCom to resolve the matter in as timely a manner as possible.
         ITC/\DeltaCom may be required to submit documentation to substantiate
         the claim.

13.      DISCONTINUANCE OF SERVICE

13.1     The procedures for discontinuing service to an end user are as follows:


         13.1.1.  Where possible, BellSouth will deny service to ITC/\DeltaCom's
                  end user on behalf of, and at the request of, ITC/\DeltaCom.
                  Upon restoration of the end user's service, restoral charges
                  will apply and will be the responsibility of ITC/\DeltaCom. If
                  within fifteen days after an end user's service has been
                  denied no contact has been made in reference to restoring
                  service, the end user's service will be disconnected.

         13.1.2.  At the request of ITC/\DeltaCom, BellSouth will disconnect a
                  ITC/\DeltaCom end user customer.


         13.1.3.  All requests by ITC/\DeltaCom for denial or disconnection of
                  an end user for nonpayment must be in writing or via the
                  electronic interface established pursuant to Attachment 6 to
                  the Agreement.
<PAGE>

                                                                    Attachment 1
                                                                          Page 9

         13.1.4   ITC/\DeltaCom will be made solely responsible for notifying
                  the end user of the proposed disconnection of the service.

         13.1.5   BellSouth will continue to process calls made to the Annoyance
                  Call Center and will advise ITC/\DeltaCom when it is
                  determined that annoyance calls are originated from one of
                  their end user's locations. BellSouth shall be indemnified,
                  defended and held harmless by ITC/\DeltaCom and/or the end
                  user against any claim, loss or damage arising from providing
                  this information to ITC/\DeltaCom. It is the responsibility of
                  ITC/\DeltaCom to take the corrective action necessary with its
                  customers who make annoying calls. Failure to do so will
                  result in BellSouth's disconnecting the end user's service.

13.2     The procedures for discontinuing service to ITC/\DeltaCom are as
         follows:

         13.2.1   BellSouth reserves the right to suspend or terminate service
                  for nonpayment or in the event of prohibited, unlawful or
                  improper use of the facilities or service, abuse of the
                  facilities, or any other violation or noncompliance by
                  ITC/\DeltaCom of the rules and regulations of BellSouth's
                  Tariffs.

         13.2.2   If payment of account is not received by the bill day in the
                  month after the original bill day, BellSouth may provide
                  written notice to ITC/\DeltaCom, that additional applications
                  for service will be refused and that any pending orders for
                  service will not be completed if payment is not received by
                  the fifteenth day following the date of the notice. In
                  addition BellSouth may, at the same time, give thirty days
                  notice to the person designated by ITC/\DeltaCom to receive
                  notices of noncompliance, and discontinue the provision of
                  existing services to ITC/\DeltaCom at any time thereafter
                  subject to state and federal regulatory requirements.

         13.3.3   In the case of such discontinuance, all billed charges, as
                  well as applicable termination charges, shall become due.

         13.3.4   If BellSouth does not refuse additional applications for
                  service or discontinue the provision of services on the date
                  specified in the thirty day notice and ITC/\DeltaCom's
                  noncompliance continues, nothing contained herein shall
                  preclude BellSouth's right to refuse additional applications
                  for service and discontinue the provision of existing service
                  without further notice.

         13.3.5   If payment is not received or arrangements made for payment by
                  the date given in the written notification, ITC/\DeltaCom's
                  services will be discontinued. Upon discontinuance of service
                  on a ITC/\DeltaCom account, service to ITC/\DeltaCom's end
                  users will be denied. BellSouth will also reestablish service
                  at the request of the end user or ITC/\DeltaCom upon payment
                  of the appropriate connection fee and subject to BellSouth's
                  normal application procedures. ITC/\DeltaCom is solely
                  responsible for notifying the end user of the proposed
                  disconnection of the service.

14.      MODIFICATION OF AGREEMENT

         Provisions for modifying the terms, rates and conditions of this
         Attachment are contained in Section 16 of the General Terms and
         Conditions to this Agreement.
<PAGE>

                                                                    Attachment 1
                                                                         Page 10


                                                                       EXHIBIT A
                                                                          PAGE 1

                              APPLICABLE DISCOUNTS

         The telecommunications services available for purchase by Reseller for
the purposes of resale to Reseller end users shall be available at the following
discount off of the retail rate.

                             DISCOUNT*
-----------------------------------------------------------------
    STATE                 RESIDENCE       BUSINESS        CSAs***
-----------------------------------------------------------------
   ALABAMA                  16.3%          16.3%
-----------------------------------------------------------------
   FLORIDA                  21.83%         16.81%
-----------------------------------------------------------------
   GEORGIA                  20.3%          17.3%
-----------------------------------------------------------------
   KENTUCKY                 16.79%         15.54%
-----------------------------------------------------------------
  LOUISIANA                 20.72%         20.72%          9.05%
-----------------------------------------------------------------
 MISSISSIPPI                15.75%         15.75%
-----------------------------------------------------------------
NORTH CAROLINA              21.5%          17.6%
-----------------------------------------------------------------
SOUTH CAROLINA              14.8%          14.8%           8.98%
-----------------------------------------------------------------
 TENNESSEE**                16%            16%
-----------------------------------------------------------------

*        When ITC/\DeltaCom provides Resale service in a cross boundary area
         (areas that are part of the local serving area of another state's
         exchange) the rates, regulations and discounts for the tariffing state
         will apply. Billing will be from the serving state.

**       IN TENNESSEE, IF ITC/\DELTACOM PROVIDES ITS OWN OPERATOR SERVICES AND
         DIRECTORY SERVICES, THE DISCOUNT SHALL BE 21.56%. ITC/\DELTACOM MUST
         PROVIDE WRITTEN NOTIFICATION TO BELLSOUTH WITHIN 30 DAYS PRIOR TO
         PROVIDING ITS OWN OPERATOR SERVICES AND DIRECTORY SERVICES TO QUALIFY
         FOR THE HIGHER DISCOUNT RATE OF 21.56%.

***      UNLESS NOTED IN THIS COLUMN, THE DISCOUNT FOR BUSINESS WILL BE THE
         APPLICABLE DISCOUNT RATE FOR CSAs.
<PAGE>

                                                                    Attachment 1
                                                                         Page 11


                                                                       EXHIBIT A
                                                                          PAGE 2

                     OPERATIONAL SUPPORT SYSTEMS (OSS) RATES

BellSouth has developed and made available the following mechanized systems by
which ITC/\DeltaCom may submit LSRs electronically.

         LENS           Local Exchange Navigation System
         EDI            Electronic Data Interchange
         TAG            Telecommunications Access Gateway

LSRs submitted by means of one of these interactive interfaces will incur an OSS
electronic ordering charge as specified in the Table below An individual LSR
will be identified for billing purposes by its Purchase Order Number (PON). LSRs
submitted by means other than one of these interactive interfaces (mail, fax,
courier, etc.) will incur a manual order charge as specified in the table below:

--------------------------------------------------------------------------------
OPERATIONAL             ELECTRONIC                    MANUAL
SUPPORT                 PER LSR RECEIVED FROM THE     PER LSR RECEIVED FROM THE
SYSTEMS (OSS)           CLEC BY ONE OF THE OSS        CLEC BY MEANS OTHER THAN
RATES                   INTERACTIVE INTERFACES        ONE OF THE OSS INTERACTIVE
                                                      INTERFACES
--------------------------------------------------------------------------------
OSS LSR CHARGE          $3.50                           $19.99
--------------------------------------------------------------------------------
USOC                    SOMEC                           SOMAN
--------------------------------------------------------------------------------

Note:  IN ADDITION TO THE OSS CHARGES, APPLICABLE DISCOUNTED SERVICE ORDER AND
RELATED DISCOUNTED CHARGES APPLY PER THE TARIFF.

DENIAL/RESTORAL OSS CHARGE

In the event ITC/\DeltaCom provides a list of customers to be denied and
restored, rather than an LSR, each location on the list will require a separate
PON and, therefore will be billed as one LSR per location.
CANCELLATION OSS CHARGE

ITC/\DeltaCom will incur an OSS charge for an accepted LSR that is later
canceled by ITC/\DeltaCom.

Note: Supplements or clarfications to a previously billed LSR will not incur
another OSS charge.

THRESHOLD BILLING PLAN

                                                                       EXHIBIT A
                                                                          PAGE 3
<PAGE>

                                                                    Attachment 1
                                                                         Page 12

The Parties agree that ITC/\DELTACOM will incur the mechanized rate for all
LSRs, both mechanized and manual, if the percentage of mechanized LSRs to total
LSRs meets or exceeds the threshold percentages shown below:

         Year             Ratio: Mechanized/Total LSRs

         2000                         80%

         2001                         90%

The threshold plan will be discontinued in 2002.

BellSouth will track the total LSR volume for each CLEC for each quarter. At the
end of that time period, a Percent Electronic LSR calculation will be made for
that quarter based on the LSR data tracked in the LCSC. If this percentage
exceeds the threshold volume, all of that CLECs' future manual LSRs will be
billed at the mechanized LSR rate. To allow time for obtaining and analyzing the
data and updating the billing system, this billing change will take place on the
first day of the second month following the end of the quarter (e.g. May 1 for
1Q, Aug 1 for 2Q, etc.). There will be no adjustments to the amount billed for
previously billed LSRs.
<PAGE>

                                                                    Attachment 1
                                                                         Page 13

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------------------------
                                 AL               FL               GA                KY               LA                MS
     TYPE OF SERVICE
<S>                       <C>    <C>      <C>     <C>       <C>     <C>      <C>     <C>      <C>     <C>      <C>     <C>
                          -------------------------------------------------------------------------------------------------------
                          Resale Discount  Resale Discount  Resale  Discount  Resale Discount  Resale  Discount  Resale Discount
                          -------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------------------------
   1    Grandfathered      Yes     Yes      Yes      Yes      Yes      Yes     Yes      Yes      Yes      Yes     Yes      Yes
        Services (Note 1)
---------------------------------------------------------------------------------------------------------------------------------
   2    Contract Service   Yes     Yes      Yes      Yes      Yes      Yes     Yes      Yes      Yes      Yes     Yes      Yes
        Arrangements
---------------------------------------------------------------------------------------------------------------------------------
   3    Promotions - (more Yes     Yes      Yes      Yes      Yes      Yes     Yes      Yes      Yes      Yes     Yes      Yes
        than) 90 Days(Note 2)
---------------------------------------------------------------------------------------------------------------------------------
   4    Promotions - (more Yes      No      Yes      No       Yes      No     Yes       No       Yes      No      Yes      No
        than) 90 Days (Note 2)
---------------------------------------------------------------------------------------------------------------------------------
   5    Lifeline/Link Up   Yes     Yes      Yes      Yes      Yes      Yes    Note 4  Note 4     Yes      Yes     Yes      Yes
        Services
---------------------------------------------------------------------------------------------------------------------------------
   6    911/E911           Yes     Yes      Yes      Yes      Yes      Yes     Yes      Yes      No       No      Yes      Yes
        Services
---------------------------------------------------------------------------------------------------------------------------------
   7    N11 Services       Yes     Yes      Yes      Yes      Yes      Yes      No      No       No       No       Yes     Yes
---------------------------------------------------------------------------------------------------------------------------------
   8    AdWatchSM Svc      Yes     Yes      Yes      Yes      Yes      Yes     Yes      Yes      Yes      Yes     Yes      Yes
        (See Note 6)
---------------------------------------------------------------------------------------------------------------------------------
   9    MemoryCall(R)      Yes      No      Yes      No       Yes      No      Yes      No       Yes      No      Yes      No
        Service
---------------------------------------------------------------------------------------------------------------------------------
  10    Mobile Services    Yes      No      Yes      No       Yes      No      Yes      No       Yes      No      Yes      No
---------------------------------------------------------------------------------------------------------------------------------
  11    Federal            Yes      No      Yes      No       Yes      No      Yes      No       Yes      No      Yes      No
        Subscriber Line
        Charges
---------------------------------------------------------------------------------------------------------------------------------
  12    Non-Recurring      Yes     Yes      Yes      Yes      Yes      Yes     Yes      Yes      Yes      Yes     Yes      Yes
        Charges
---------------------------------------------------------------------------------------------------------------------------------
  13    End User Line      Yes      No      Yes      No       Yes      No      Yes      No       Yes      No      Yes      No
        Charge - Number
        Portability
---------------------------------------------------------------------------------------------------------------------------------
  14    Public Telephone   Yes     Yes      Yes      Yes      Yes      Yes     Yes      Yes      Yes      Yes     Yes      Yes
        Access Service
        (PTAS)
---------------------------------------------------------------------------------------------------------------------------------
</TABLE>


-------------------------------------------------------------------------------
                                 NC                SC               TN
     TYPE OF SERVICE
                          -----------------------------------------------------
                          Resale  Discount  Resale  Discount Resale  Discount
                          -----------------------------------------------------
-------------------------------------------------------------------------------
   1    Grandfathered      Yes      Yes      Yes     Yes      Yes      Yes
        Services (Note 1)
-------------------------------------------------------------------------------
   2    Contract Service   Yes      Yes      Yes     Yes      Yes      Yes
        Arrangements
-------------------------------------------------------------------------------
   3    Promotions - >     Yes      Yes      Yes     Yes      Yes    Note 3
        90 Days(Note 2)
-------------------------------------------------------------------------------
   4    Promotions - (more Yes      No       Yes      No      Yes      No
        than) 90 Days (Note 2)
-------------------------------------------------------------------------------
   5    Lifeline/Link Up   Yes      Yes      Yes     Yes      Yes      Yes
        Services
-------------------------------------------------------------------------------
   6    911/E911           Yes      Yes      Yes     Yes      Yes      Yes
        Services
-------------------------------------------------------------------------------
   7    N11 Services       Yes      Yes      No       No      Yes      Yes
-------------------------------------------------------------------------------
   8    AdWatchSM Svc      Yes      Yes      Yes     Yes      Yes      Yes
        (See Note 6)
-------------------------------------------------------------------------------
   9    MemoryCall(R)      Yes      No       Yes      No      Yes      No
        Service
-------------------------------------------------------------------------------
  10    Mobile Services    Yes      No       Yes      No      Yes      No
-------------------------------------------------------------------------------
  11    Federal            Yes      No       Yes      No      Yes      No
        Subscriber Line
        Charges
-------------------------------------------------------------------------------
  12    Non-Recurring      Yes      Yes      Yes     Yes      Yes      No
        Charges
-------------------------------------------------------------------------------
  13    End User Line      Yes      No       Yes      No      Yes      No
        Charge - Number
        Portability
-------------------------------------------------------------------------------
  14    Public Telephone   Yes      Yes      Yes      No      Yes      Yes
        Access Service
        (PTAS)
-------------------------------------------------------------------------------
                  APPLICABLE NOTES:
         1.       GRANDFATHERED SERVICES can be resold only to existing
                  subscribers of the grandfathered service.
         2.       Where available for resale, PROMOTIONS will be made available
                  only to end users who would have qualified for the promotion
                  had it been provided by BellSouth directly.
         3.       In Tennessee, long-term PROMOTIONS (offered for more than
                  ninety (90) days) may be obtained at one of the following
                  rates:
                           (a) the stated tariff rate, less the wholesale
                  discount;
<PAGE>

                                                                    Attachment 1
                                                                         Page 14

                           (b) the promotional rate (the promotional rate
                  offered by BellSouth will not be discounted further by the
                  wholesale discount rate)
         4.       LIFELINE/LINK UP services may be offered only to those
                  subscribers who meet the criteria that BellSouth currently
                  applies to subscribers of these services as set forth in
                  Sections A3 and A4 of the BellSouth General Subscriber
                  Services Tariff.
         5.       Some of BellSouth's local exchange and toll telecommunications
                  services are not available in certain central offices and
                  areas.
         6.       AdWatch/SM/ Service is tariffed as BellSouth(R) AIN Virtual
                  Number Call Detail Service.
<PAGE>

                                                                    ATTACHMENT 2
                                                                          PAGE 1


                                  ATTACHMENT 2

                           UNBUNDLED NETWORK ELEMENTS
<PAGE>

                                                                    ATTACHMENT 2
                                                                          PAGE 2

TABLE OF CONTENTS

1.    INTRODUCTION............................................................3

2.    UNBUNDLED LOOPS.........................................................4

3.    INTEGRATED DIGITAL LOOP CARRIERS.......................................10

4.    NETWORK INTERFACE DEVICE...............................................10

5.    UNBUNDLED LOOP CONCENTRATION (ULC) SYSTEM..............................12

6.    SUB-LOOP ELEMENTS......................................................13

7.    UNBUNDLED NETWORK TERMINATING WIRE (UNTW)..............................16

8.    UNBUNDLED NETWORK ELEMENT COMBINATIONS.................................19

9.    SWITCHING..............................................................26

10.   TRANSPORT, CHANNELIZATION AND DARK FIBER...............................30

11.   TANDEM SWITCHING.......................................................37

12.   OPERATOR SYSTEMS.......................................................39

13.   SIGNALING..............................................................45

14.   SIGNALING TRANSFER POINTS (STPS).......................................46

15.   SERVICE CONTROL POINTS/DATABASES.......................................51

16.   PREORDERING LOOP MAKEUP (LMU)..........................................58

17.   SS7 NETWORK INTERCONNECTION............................................61

18.   AIN SELECTIVE CARRIER ROUTING FOR OPERATOR SERVICES, DIRECTORY
      ASSISTANCE AND REPAIR CENTERS..........................................65

19.   PACKET SWITCHING CAPABILITY............................................66

20.   BASIC 911 AND E911.....................................................67

21.   RATES..................................................................69

EXHIBIT A - LIDB STORAGE AGREEMENT................................EXHIBIT A
EXHIBIT B - CNAM DATABASE SERVICES................................EXHIBIT B
<PAGE>

                                                                    ATTACHMENT 2
                                                                          PAGE 3

                      ACCESS TO UNBUNDLED NETWORK ELEMENTS

1.                INTRODUCTION

1.1               BellSouth shall, upon request of ITC/\DeltaCom, and to the
                  extent technically feasible, provide to ITC/\DeltaCom access
                  to its unbundled network elements for the provision of
                  ITC/\DeltaCom's telecommunications service. If no rate is
                  identified in the contract, the rate for the specific service
                  or function will be as set forth in applicable BellSouth
                  tariff or as negotiated by the parties upon request by either
                  party. Services cannot be charged as unbundled network
                  elements; for example, ordering services from the tariff to a
                  point collocated in a Central Office shall not incur UNE local
                  loop or cross connect charges. At ITC/\DeltaCom's option,
                  access services may be ordered to the collocation space.

1.2               ITC/\DeltaCom may purchase unbundled network elements from
                  BellSouth for use in any manner ITC/\DeltaCom chooses to
                  provide telecommunication services to its intended users,
                  including recreating existing BellSouth services. With the
                  exception of the sub-loop elements which are located outside
                  of the central office, BellSouth shall deliver the unbundled
                  network elements purchased by ITC/\DeltaCom for combining to
                  the designated ITC/\DeltaCom collocation space. The unbundled
                  network elements shall be provided as set forth in this
                  Attachment.

1.3               BellSouth will provide the following combined unbundled
                  network elements for purchase by ITC/\DeltaCom. The rate of
                  the following combined unbundled network elements is the sum
                  of the individual element prices as set forth in Attachment
                  11. Order Coordination as defined in Section 2 of Attachment 2
                  of this Agreement is available for each of these combinations.
                  Order Coordination for combinations listed below involving an
                  SL1 loop is available only at an additional charge:

                  o  Loop and cross connect
                  o  Port and cross connect
                  o  Port and cross connect and vertical features
                  o  Port and cross connect and common transport
                  o  Port and cross connect and common transport and vertical
                     features
                  o  Port and vertical features
                  o  Loop with loop channelization (inside central office)
                  o  Loop with loop channelization (inside central office) and
                     LNP
                  o  Port and common transport
                  o  Loop and LNP
<PAGE>

                                                                    ATTACHMENT 2
                                                                          PAGE 4

1.4               BellSouth shall comply with the requirements as set forth in
                  the technical references within Attachment 2 to the extent
                  that they are consistent with the greater of BellSouth's
                  actual performance or applicable industry standards.

1.5               In the event that any effective legislative, regulatory,
                  judicial or other legal action modifies or redefines the
                  "Network Elements" in a manner which materially affects the
                  terms of this Attachment or the Network Elements and/or prices
                  set forth herein, either Party may, on thirty (30) days
                  written notice, require renegotiation of such terms, and the
                  Parties shall renegotiate in good faith such new terms in
                  accordance with such legislative, regulatory, judicial or
                  other legal action. In the event such new terms are not
                  renegotiated within ninety (90) days after the notice for
                  renegotiation, either party may petition the Commission for
                  resolution of the dispute between the Parties. Each Party
                  reserves the right to seek judicial review of any Commission
                  ruling concerning this Attachment.

1.6               Performance Measurements associated with this Attachment 2 are
                  contained in Attachment 10.

2.                UNBUNDLED LOOPS

2.1               BellSouth agrees to offer access to unbundled loops pursuant
                  to the following terms and conditions and at the rates set
                  forth in this Attachment.


2.2               DEFINITION

2.2.1             The loop is the physical medium or functional path on which a
                  subscriber's traffic is carried from the MDF or similar
                  terminating device in a central office up to the termination
                  at the NID at the customer's premise. Each unbundled loop will
                  be provisioned with a NID.

2.2.2             The provisioning of loops to ITC/\DeltaCom will require
                  cross-office cabling and cross-connections within the central
                  office to connect the loop to a local switch or to other
                  transmission equipment in collocation space. These
                  cross-connects are a separate element and are not considered a
                  part of the loop.

2.2.2.1           BellSouth Order Coordination referenced in this Attachment
                  includes two types: "Order Coordination" and "Order
                  Coordination - Time Specific."

2.2.2.2           "Order Coordination" (also known as Manual Order Coordination)
                  refers to standard BellSouth service order coordination
                  involving SL2 and 4-wire voice loops and all digital loops.
                  Order coordination for physical conversions will be scheduled
                  at BellSouth's discretion during normal working hours on the
                  committed due date and ITC/\DeltaCom advised.
<PAGE>

                                                                    ATTACHMENT 2
                                                                          PAGE 5

2.2.2.3           "Order Coordination - Time Specific" (also known as Order
                  Coordination - Time Specific) refers to service order
                  coordination in which ITC/\DeltaCom requests a specific time
                  for a service order conversion to take place. Loops on a
                  single service order of 14 or more loops will be provisioned
                  on a project basis. OC-TS is a chargeable option in addition
                  to any applicable OC charge. ITC/\DeltaCom may specify a time
                  between 9:00 a.m. and 4:00 p.m. Monday through Friday. If
                  ITC/\DeltaCom specifies a time outside this window, or selects
                  a time or quantity of loops that requires BellSouth
                  technicians to work outside normal work hours, overtime
                  charges will apply in addition to the OC-TS charges.

2.2.2.4           Where facilities are available, BellSouth will install
                  unbundled loops within a 5-7 business days interval. For
                  orders of 14 or more unbundled loops, the installation will be
                  handled on a project basis and the intervals will be set by
                  the BellSouth project manager for that order. Said interval
                  will be set in a reasonable manner and in accordance with any
                  required extra work times. Some unbundled loops require a
                  Service Inquiry (SI) to determine if facilities are available
                  prior to issuing the order. The interval for the SI process is
                  separate from the installation interval. For expedite requests
                  by ITC/\DeltaCom, expedite charges will apply for intervals
                  less than 5 days. The charges outlined in BellSouth's FCC # 1
                  Tariff, Section 5.1.1, will apply. If ITC/\DeltaCom cancels an
                  order for UNE services, any costs incurred by BellSouth in
                  conjunction with the provisioning of that order will be
                  recovered in accordance with FCC #1 Tariff, Section 5.4.

2.2.3             BellSouth will offer Unbundled Voice Loops (UVL) in two
                  different service levels - Service Level One (SL1) and Service
                  Level Two (SL2). SL1 loops will be non-designed, and will not
                  have test points. Order Coordination (OC) and/or engineering
                  information/circuit make-up data will be chargeable options.
                  Upon issuance of an order in the service order system, SL1
                  loops without optional Order Coordination will be activated on
                  the due date in the same manner and time frames that BellSouth
                  normally activates POTS-type loops for its customers;
                  provided, however, that for loop activation in BellSouth
                  staffed central offices, BellSouth will use its best efforts
                  to provide an a.m. or p.m. designation only where loop
                  activation requires dispatching of a BellSouth technician and
                  where ITC/\DeltaCom has specifically requested an a.m. or p.m.
                  preference for activation on the LSR. Further, for loop
                  activation in BellSouth central offices that are not staffed,
                  BellSouth will use its best efforts to provide an a.m. or p.m.
                  designation only where loop activation requires dispatching of
                  a BellSouth technician and where ITC/\DeltaCom has
                  specifically requested a.m. or p.m. preference for activation
                  on the LSR. SL2 loops shall have test points, will be designed
                  with a Design Layout Record provided to ITC/\DeltaCom, and
                  will be provided with Order Coordination. The OC feature will
                  allow ITC/\DeltaCom to coordinate the installation of the loop
                  with the disconnect of an existing customer's service and/or
                  number portability service. In these cases, BellSouth will
                  perform the order conversion with standard order coordination
                  at its discretion during normal work hours.
<PAGE>

                                                                    ATTACHMENT 2
                                                                          PAGE 6

2.2.4             BellSouth will also offer Unbundled Digital Loops (UDL). They
                  will be designed (where appropriate), will be provisioned with
                  test points (where appropriate), and will come standard with
                  Order Coordination and a Design Layout Record (DLR).

2.2.5             As a chargeable option on all unbundled loops BellSouth will
                  offer Order Coordination - Time Specific (OC-TS). This will
                  allow ITC/\DeltaCom the ability to specify the time that the
                  coordinated conversion takes place.

2.2.6             ITC/\DeltaCom will be responsible for testing and isolating
                  troubles on the unbundled loops. Once ITC/\DeltaCom has
                  isolated a trouble to the BellSouth provided loop,
                  ITC/\DeltaCom will issue a trouble to BellSouth on the loop.
                  BellSouth will take the actions necessary to repair the loop
                  if a trouble actually exists. BellSouth will repair these
                  loops in the same time frames that BellSouth repairs similarly
                  situated loops to its customers

2.2.7             Either Party may charge the other for dispatching and testing
                  of a trouble where the trouble was found not to be in the
                  network of the dispatching or testing Party and the
                  dispatching or testing Party's equipment did not cause the
                  dispatch. Where there is a dispute as to the appropriateness
                  of such charge, the Parties will meet and review the record of
                  repair history and determine whether the charge was
                  appropriate. Charges so assessed by BellSouth shall be on a
                  time and materials basis as set forth in BellSouth's state
                  commission approved tariffs. Charges so assessed by
                  ITC/\DeltaCom shall be on a time and materials basis as set
                  forth in ITC/\DeltaCom's state commission approved tariffs. If
                  ITC/\DeltaCom does not have state commission approved tariffs
                  addressing such charges, then such charges shall be assessed
                  by ITC/\DeltaCom at the rates set forth in BellSouth's
                  tariffs. If the trouble which was originally found not to be
                  in the network of the dispatching or testing Party is later
                  proven to be a trouble in the dispatching or testing Party's
                  network, the dispatching or testing Party shall waive or
                  refund any such charges.

2.2.8             ORDERING PROCESS

2.2.8.1           The ordering process for unbundled loops shall proceed in
                  accordance with this Section 2.2.8 and Attachment 6 of this
                  Agreement.

2.2.8.2           BellSouth shall exercise its best efforts in attempting to
                  meet the conversion time ITC/\DeltaCom requests through the
                  LSR. However, unless ITC/\DeltaCom's LSR specifies a
                  time-specific conversion, in which case the conversion must
                  commence at the time indicated in the LSR, then within
                  forty-eight (48) to twenty-four (24) hours prior to the date
                  and time requested for the loop conversion in ITC/\DeltaCom's
                  LSR and acknowledged in BellSouth's FOC, BellSouth may contact
                  ITC/\DeltaCom, via telephone, to finalize a scheduled
                  conversion time (i.e., a specific time, on the date set forth
                  in the FOC) which may be different from the conversion time
                  ITC/\DeltaCom requested in the LSR. The scheduled
<PAGE>

                                                                    ATTACHMENT 2
                                                                          PAGE 7

                  conversion time shall be the time at which the parties shall
                  commence coordination of loop installation with the disconnect
                  and reconnect of an end user's service and any number
                  portability update. BellSouth shall not assess any additional
                  charges for scheduled conversion times commencing between
                  BellSouth normal business hours as set forth in Section 4.6.1
                  of Attachment 6.

2.2.8.3           At the scheduled conversion time, BellSouth shall have a sixty
                  (60) minute window within which it shall contact ITC/\DeltaCom
                  to begin the loop conversion process. Provided, however, that
                  if ITC/\DeltaCom requested a time-specific conversion, the
                  conversion shall commence at the time indicated in
                  ITC/\DeltaCom's LSR and be completed consistently with
                  timeframes for time-specific conversions.

2.2.8.3.1         If either Party dispatches a technician for a loop conversion
                  and the other Party fails to complete the conversion at the
                  scheduled time, the non-performing Party may be charged the
                  one (1) hour additional engineering charges set forth in
                  BellSouth's FCC No. 1 tariff, Section 13.1.

2.2.8.4           After the loop conversion process commences, a coordinated
                  loop cutover, which shall include coordinated conversion of
                  number portability, shall be completed within the following
                  time periods:

2.2.8.4.1         For single loop conversions per location, the conversion shall
                  be completed within fifteen (15) minutes;

2.2.8.4.2         For up to ten (10) loop conversions per location, the
                  conversion of all loops shall be completed within sixty (60)
                  minutes, and each individual loop conversion shall be
                  completed within fifteen (15) minutes;

2.2.8.4.3         For loop conversions not exceeding thirty (30) loops per
                  location and not determined complex or exceptionally large,
                  the conversion of all loops shall be completed within one
                  hundred and twenty (120) minutes. All loops above a thirty
                  loop quantity, or ten (10) loop quantity and determined as
                  complex (a cut that requires more operation than a single cut
                  point), will be negotiated by ITC/\DeltaCom and BellSouth
                  prior to the due date.

2.2.8.4.4         BellSouth agrees that upon ITC/\DeltaCom's request, for order
                  coordinated loop cutovers involving three (3) or more lines,
                  at least two lines will remain in service at all times during
                  the conversion process.

2.2.8.5           Where facilities for requested new services do not currently
                  exist, the installation intervals will be determined by
                  BellSouth. ITC/\DeltaCom will then be notified of the targeted
                  due date. BellSouth shall provide ITC/\DeltaCom adequate
                  justification and an explanation of the unusual circumstances
                  that caused BellSouth to be unable to meet these commitments.
<PAGE>

                                                                    ATTACHMENT 2
                                                                          PAGE 8

2.3               TECHNICAL REQUIREMENTS

2.3.1             To the extent available within BST's Network at a particular
                  location, BellSouth will offer loops capable of supporting
                  telecommunications services such as: POTS, Centrex, basic rate
                  ISDN, analog PBX, voice grade private line, ADSL, HDSL, DS1
                  and digital data (up to 64 kb/s). Additional services may
                  include digital PBXs, primary rate ISDN, xDSL, and Nx 64 kb/s.
                  If a requested loop type is not available, then ITC/\DeltaCom
                  can use the Special Construction process to request that
                  BellSouth place facilities or otherwise modify facilities in
                  order to meet the ITC/\DeltaCom's request.

2.3.1.1           The loop will support the transmission, signaling, performance
                  and interface requirements of the services described in 2.3.1
                  above. It is recognized that the requirements of different
                  services are different, and that a number of types or grades
                  of loops are required to support these services. Services
                  provided over the loop by ITC/\DeltaCom will be consistent
                  with industry standards and BST's TR73600.

2.3.1.2           In some instances, ITC/\DeltaCom will require access to a
                  copper twisted pair loop unfettered by any intervening
                  equipment (e.g., filters, load coils, range extenders, etc.)
                  and/or limited amounts of bridge/end taps, so that
                  ITC/\DeltaCom can use the loop for a variety of services by
                  attaching appropriate terminal equipment at the ends.
                  ITC/\DeltaCom will determine the type of service that will be
                  provided over the loop. In some cases, ITC/\DeltaCom may be
                  required to pay additional charges for the removal of certain
                  types of equipment. Unless and until BellSouth implements a
                  separate charge for loop conditioning, BellSouth's Special
                  Construction process will be used to determine the costs and
                  feasibility of these activities. If ITC/\DeltaCom requests
                  loop conditioning as described in this Section, BellSouth will
                  construct the loop type ordered and will maintain such loop to
                  the characteristics and specifications of the loop type
                  ordered.

2.3.1.2.1         In cases in which ITC/\DeltaCom has requested that BellSouth
                  remove equipment from the BellSouth loop, BellSouth will no
                  longer be expected to maintain and repair the loop to the
                  standards specified for that original loop type in the TR73600
                  and other standards referenced in this Agreement.

2.3.1.2.2.        ITC/\DeltaCom, in performance of its obligations pursuant to
                  the preceding Section, shall maintain records that will
                  reflect that pursuant to ITC/\DeltaCom's request BellSouth has
                  removed certain equipment from BellSouth provided loops and as
                  such, the loop may not perform within the technical
                  specifications associated with the original loop type.
                  ITC/\DeltaCom will not report to BellSouth troubles on said
                  loops where the loops are not performing within the technical
                  specifications of that original loop type. However, in the
                  event that
<PAGE>

                                                                    ATTACHMENT 2
                                                                          PAGE 9

                  ITC/\DeltaCom has requested such modifications to the loop and
                  troubles arise on the modified loop, BellSouth will restore
                  the loop only to maintain the technical characteristics of (1)
                  electrical (DC) continuity, (2) balance between tip and ring,
                  and (3) resistance on loops no longer than 18,000 feet. On
                  loops longer than 18,000 feet, resistance will be maintained
                  where technically feasible.

2.3.1.2           In addition, ITC/\DeltaCom recognizes there may be instances,
                  where a loop modified in this manner may be subjected to
                  normal network configuration changes that may cause the
                  circuit characteristics to be changed and may create an outage
                  of the service that ITC/\DeltaCom has placed on the loop. If
                  this occurs, BellSouth will work cooperatively with
                  ITC/\DeltaCom to restore the circuit to its previous modified
                  status as quickly as possible. ITC/\DeltaCom will pay the Time
                  and Materials costs associated with BellSouth's work efforts
                  needed to bring the loop back to its previous modified status.
                  BellSouth will use best efforts to prevent the occurrence of
                  such changes.

2.3.1.3           To the extent BellSouth converts a resold service to unbundled
                  network elements for any telecommunications carrier, BellSouth
                  shall make available to ITC/\DeltaCom the same conversion for
                  the same services and elements on the same terms and
                  conditions and at the same rates, if any; provided, however
                  that the rate for such conversion shall not exceed those rates
                  set forth in Attachment 11 to this Agreement. The Parties
                  agree that such rates are interim and upon establishment of a
                  permanent rate, either through negotiation or by order of the
                  Commission, the parties will amend this Agreement to reflect
                  the new rate and will true up such rate retroactively back to
                  the effective date of this Agreement.

2.3.1.4           BellSouth shall develop a process to identify the carrier for
                  each unbundled loop and establish automated inter-company
                  referral and/or call hand-off processes for an additional
                  charge developed via the BFR process. In addition,
                  ITC/\DeltaCom may deploy DLC equipment (TR 303 compliant) in
                  ITC/\DeltaCom's collocation space or in ITC/\DeltaCom's
                  network.

2.3.2             The loop shall be provided to ITC/\DeltaCom in accordance with
                  the following Technical References:

                  BellSouth's TR73600, Unbundled Local Loop Technical
                  Specification

2.3.2.1           Bellcore TR-NWT-000057, Functional Criteria for Digital Loop
                  Carrier Systems, Issue 2, January 1993.

2.3.2.2           Bellcore TR-NWT-000393, Generic Requirements for ISDN Basic
                  Access Digital Subscriber Lines.

2.3.2.3           ANSI T1.102 - 1993, American National Standard for
                  Telecommunications - Digital Hierarchy - Electrical
                  Interfaces.
<PAGE>

                                                                    ATTACHMENT 2
                                                                         PAGE 10

2.3.2.4           ANSI T1.403 - 1989, American National Standard for
                  Telecommunications - Carrier to Customer Installation, DS1
                  Metallic Interface Specification.

2.3.2.5           ANSI T1.413 - 1998, American National Standard for
                  Telecommunications Network and Customer Installation
                  Interfaces - Asymmetric Digital Subscriber Line (ADSL)
                  Metallic Interface

3.                INTEGRATED DIGITAL LOOP CARRIERS

                  Consistent with the Commission's decision in Docket No.
                  990750-TP, BellSouth shall provide IDLC functionality to
                  ITC/\DeltaCom if it is within the existing functionality and
                  capacity of the serving switch. In addition, if it is within
                  the existing functionality and capacity of the serving switch,
                  BellSouth shall use a "side-door" method. If an unbundled loop
                  using IDLC technology is not within the existing functionality
                  and capacity of the serving switch, ITC/\DeltaCom may submit
                  its order for an unbundled loop using IDLC technology through
                  the BFR process.

4.                NETWORK INTERFACE DEVICE

4.1               DEFINITION

                  The NID is defined as any means of interconnection of end-user
                  customer inside wire to BellSouth's distribution plant, such
                  as a cross-connect device used for that purpose. The NID is a
                  single-line termination device or that portion of a
                  multiple-line termination device required to terminate a
                  single line or circuit at the premises. The NID features two
                  independent chambers or divisions that separate the service
                  provider's network from the End User's on-premises wiring.
                  Each chamber or division contains the appropriate connection
                  points or posts to which the service provider and the end user
                  each make their connections. The NID provides a protective
                  ground connection and is capable of terminating cables such as
                  twisted pair cable.

4.2               BellSouth shall permit ITC/\DeltaCom to connect
                  ITC/\DeltaCom's loop facilities the end-user's inside wire
                  through the BellSouth NID or at any other technically feasible
                  point.

4.3               ACCESS TO NETWORK INTERFACE DEVICE (NID)

4.3.1             Due to the wide variety of NIDs utilized by BellSouth (based
                  on subscriber size and environmental considerations),
                  ITC/\DeltaCom may access the end user's wire by any of the
                  following means: BellSouth shall allow ITC/\DeltaCom to
                  connect its loops directly to BellSouth's multi-line
                  residential NID enclosures that have additional space and are
                  not used by BellSouth or any other telecommunications carriers
                  to provide service to the premise. ITC/\DeltaCom agrees to
                  install compatible protectors and test jacks and to maintain
                  the protection system and equipment and to indemnify BellSouth
                  pursuant to Section 6 of the General Terms and Conditions of
                  this Agreement.
<PAGE>

                                                                    ATTACHMENT 2
                                                                         PAGE 11

4.3.1.1           Where an adequate length of the end user's inside wire is
                  present and environmental conditions permit, either Party may
                  remove the inside wire from the other Party's NID and connect
                  that wire to that Party's own NID; or

4.3.1.2           Enter the subscriber access chamber or "side" of "dual
                  chamber" NID enclosures for the purpose of extending a
                  connecterized or spliced jumper wire from the inside wiring
                  through a suitable "punch-out" hole of such NID enclosures; or

4.3.1.3           Request BellSouth to make other rearrangements to the inside
                  wiring terminations or terminal enclosure on a time and
                  materials cost basis to be charged to the requesting Party
                  (i.e., ITC/\DeltaCom, its agent, the building owner or the
                  subscriber). Such charges will be billed to the requesting
                  Party.

4.3.1.4           In no case shall either Party remove or disconnect the other
                  Party's loop facilities from either Party's NIDs, enclosures,
                  or protectors unless: (1) the applicable Commission has
                  expressly permitted the same; (2) the disconnecting Party
                  provides prior notice to the other Party, and (3) the Party
                  disconnecting appropriately caps off and guards the other
                  Party's loops. It will be ITC/\DeltaCom's responsibility to
                  ensure there is no safety hazard and will hold BellSouth
                  harmless for any liability associated with the removal of the
                  BellSouth loop from the BellSouth NID. In such cases, it shall
                  be the responsibility of the disconnecting party, once the
                  other Party's loop has been disconnected from the NID, to
                  reconnect the disconnected loop to a nationally-
                  recognized-testing-laboratory-listed station protector, which
                  has been grounded as per Article 800 of the National
                  Electrical Code. If ITC/\DeltaCom does not wish to accept this
                  responsibility, other options exist in which BellSouth
                  installs a NID for ITC/\DeltaCom as a chargeable option.

4.3.1.5           In no case shall either Party remove or disconnect ground
                  wires from BellSouth's NIDs, enclosures, or protectors.

4.3.1.6           In no case shall either Party remove or disconnect NID
                  modules, protectors, or terminals from BellSouth's NID
                  enclosures.

4.3.1.7           Due to the wide variety of NID enclosures and outside plant
                  environments BellSouth will work with ITC/\DeltaCom to develop
                  specific procedures to establish the most effective means of
                  implementing this Section 4.

4.3.2             TECHNICAL REQUIREMENTS

4.3.2.1           The NID shall provide an accessible point of interconnection
                  and shall maintain a connection to ground.
<PAGE>

                                                                    ATTACHMENT 2
                                                                         PAGE 12

4.3.2.2           The NID shall be capable of transferring electrical analog or
                  digital signals between the subscriber's inside wiring and the
                  Distribution Media and/or cross connect to ITC/\DeltaCom's
                  NID, consistent with the NID's function at the Effective Date
                  of this Agreement.

4.3.2.3           Where a BellSouth NID exists, it is provided in its "as is"
                  condition. ITC/\DeltaCom may request BellSouth do additional
                  work to the NID in accordance with Section 4.3.1.7. When
                  ITC/\DeltaCom deploys its own local loops with respect to
                  multiple-line termination devices, ITC/\DeltaCom shall specify
                  the quantity of NIDs connections that it requires within such
                  device.

4.3.1             INTERFACE REQUIREMENTS

4.3.2             The NID shall be equal to or better than all of the
                  requirements for NIDs set forth in the following technical
                  references:

4.3.3             Bellcore Technical Advisory TA-TSY-000120 "Customer Premises
                  or Network Ground Wire";

4.3.4             Bellcore Generic Requirement GR-49-CORE "Generic Requirements
                  for Outdoor Telephone Network Interface Devices";

4.3.5             Bellcore Technical Requirement TR-NWT-00239 "Indoor Telephone
                  Network Interfaces";

4.4.5             Bellcore Technical Requirement TR-NWT-000937 "Generic
                  Requirements for Outdoor and Indoor Building Entrance"

5.                UNBUNDLED LOOP CONCENTRATION (ULC) SYSTEM

5.1               BellSouth will provide to ITC/\DeltaCom Unbundled Loop
                  Concentration (ULC). Loop concentration systems in the central
                  office concentrate the signals transmitted over local loops
                  onto a digital loop carrier system. The concentration device
                  is placed inside a BellSouth central office. BellSouth will
                  offer ULC with a TR008 interface or a TR303 interface

5.2               ULC will be offered in two sizes. System A will allow up to 96
                  BellSouth loops to be concentrated onto multiple DS1s. The
                  high-speed connection from the concentrator will be at the
                  electrical DS1 level and may connect to ITC/\DeltaCom at
                  ITC/\DeltaCom's collocation site. System B will allow up to
                  192 BellSouth loops to be concentrated onto multiple DS1s.
                  System A may be upgraded to a System B. A minimum of two DS1s
                  is required for each system (i.e., System A requires two DS1s
                  and System B would require an additional two DS1s or four in
                  total). All DS1 interfaces will terminate to the CLEC's
                  collocation space. ULC service is offered with or without
                  concentration and with or without protection. A
<PAGE>

                                                                    ATTACHMENT 2
                                                                         PAGE 13

                  Line Interface element will be required for each loop that is
                  terminated onto the ULC system. Rates for ULC are as set forth
                  in this Attachment 11.

6.                SUB-LOOP ELEMENTS

6.1               Where facilities permit and subject to applicable and
                  effective FCC rules and orders, BellSouth shall offer access
                  to its Unbundled Sub Loop (USL) and Unbundled Sub-loop
                  Concentration (USLC) System. BellSouth shall provide
                  non-discriminatory access, in accordance with 51.311 and
                  Section 251(c) (3) of the Act, to the sub-loop. On an
                  unbundled basis and pursuant to the following terms and
                  conditions and the rates approved by the Commission and set
                  forth in Attachment 11 of this Agreement.

6.1.1             Sub-loop components include but are not limited to the
                  following:

6.1.2             Unbundled Sub-Loop Distribution;

6.1.3             Unbundled Sub-Loop Concentration/Multiplexing Functionality;
                  and

6.1.4             Unbundled Sub-Loop Feeder.

6.2               UNBUNDLED SUB-LOOP (DISTRIBUTION FACILITIES)

6.2.1             DEFINITION

6.2.2             Subject to applicable and effective FCC rules and orders, the
                  unbundled sub-loop distribution facility is dedicated
                  transmission facility that BellSouth provides from a
                  customer's point of demarcation to a BellSouth cross-connect
                  device. The BellSouth cross-connect device may be located
                  within a remote terminal (RT) or a stand-alone cross-box in
                  the field or in the equipment room of a building. The
                  unbundled sub-loop distribution media is a copper twisted pair
                  that can be provisioned as a 2 Wire or 4 Wire facility.
                  Following are the current sub-loop distribution offerings:

6.2.2.1           Voice grade Unbundled Sub-Loop Distribution (USL-D) is a
                  sub-loop facility from the cross-box in the field up to and
                  including the point of demarcation, at the end user's
                  premises.

6.2.2.2           Unbundled Sub-Loop distribution facilities were originally
                  built as part of the entire voice grade loop from the
                  BellSouth central office to the customer network interface.
                  Therefore, the voice grade Unbundled Sub-Loop may have load
                  coils, which are necessary for transmission of voice grade
                  services.

6.2.2.3           Unbundled Copper Sub-Loop (UCSL) is a non-loaded copper
                  facility of any length provided from the cross-box in the
                  field up to and including the end-user's point of demarcation.
<PAGE>

                                                                    ATTACHMENT 2
                                                                         PAGE 14

6.2.2.3.1         If available, this facility will not have any intervening
                  equipment such as load coils between the end-user and the
                  cross-box.

6.3               If ITC/\DeltaCom requests a UCSL and a non-loaded pair is not
                  available, ITC/\DeltaCom may order Unbundled Sub-Loop
                  Modification to remove load coils and/or bridge tap from an
                  existing sub-loop facility. If load coils are removed from an
                  existing sub-loop, that sub-loop will be classified as a UCSL.
                  ITC/\DeltaCom may order Loop Make-up to determine what loop
                  modifications will be required.

6.3.1             Unbundled Sub-Loop distribution facilities shall support
                  functions associated with provisioning, maintenance and
                  testing of the Unbundled Sub-Loop. For access to Voice Grade
                  USL-D and UCSL, ITC/\DeltaCom would be required to deliver a
                  cable to the BellSouth remote terminal or cross-box in the
                  field to provide continuity to ITC/\DeltaCom's feeder
                  facilities. This cable would be connected, by a BellSouth
                  technician, within the BellSouth RT/cross-box during the
                  set-up process. ITC/\DeltaCom's cable pairs can then be
                  connected to BellSouth's USL within the BellSouth cross-box by
                  the BellSouth technician.

6.3.2             Unbundled Sub-Loop - Intrabuilding Network Cable (USL-INC)
                  (a.k.a. riser cable) is the distribution facility inside a
                  subscribers' building or between buildings on one customer's
                  same premises (continuous property not separated by a public
                  street or road). USL-INC includes the facility from the
                  cross-connect device in the building equipment room up to and
                  including the point of demarcation, at the end user's
                  premises. In a scenario that requires connection in a building
                  equipment room, BellSouth will install a cross connect panel
                  that will be installed for the purpose of accessing USL-INC
                  pairs. The cross-connect panel will function as a single point
                  of interconnection (SPOI) for USL-INC and will be accessible
                  by multiple carriers as space permits. BellSouth will place
                  cross-connect blocks in 25 pair increments for ITC/\DeltaCom's
                  use on this cross-connect panel. ITC/\DeltaCom will be
                  responsible for connecting its facilities to the 25 pair
                  cross-connect block(s).

6.3.3             BellSouth will provide Unbundled Sub-Loops where possible.
                  Through the firm order Service Inquiry (SI) process, BellSouth
                  will determine if it is feasible to place the required
                  facilities where ITC/\DeltaCom has requested access to
                  Unbundled Sub-Loops. If existing capacity is sufficient to
                  meet ITC/\DeltaCom's demand, then BellSouth will perform the
                  set-up work as described in Section 6.3.4. If any work must be
                  done to modify existing BellSouth facilities or add new
                  facilities (other than adding the cross-connect panel in a
                  building equipment room as noted in 6.3.4) to accommodate
                  ITC/\DeltaCom's request for Unbundled Sub-Loops, ITC/\DeltaCom
                  may request BellSouth's Special Construction (SC) process to
                  determine additional costs required to provision the Unbundled
                  Sub-Loops. ITC/\DeltaCom will have the option of paying the SC
                  charges to modify the BellSouth facilities.
<PAGE>

                                                                    ATTACHMENT 2
                                                                         PAGE 15

6.3.4             Set-up work must be completed before ITC/\DeltaCom can order
                  sub-loop pairs. During the set-up in a BellSouth cross-connect
                  box in the field, the BellSouth technician will perform the
                  necessary work to splice ITC/\DeltaCom's cable into the
                  cross-connect box. For the set-up inside a building equipment
                  room, BellSouth will perform the necessary work to install the
                  cross-connect panel and the connecting block(s) that will be
                  used to provide access to the requested USLs.

6.3.5             Once the set-up is complete, ITC/\DeltaCom will request
                  sub-loop pairs through submission of a Local Service Request
                  (LSR) form to the Local Carrier Service Center (LCSC). Manual
                  Order Coordination is required with USL pair provisioning and
                  is in addition to the USL pair rate. For expedite requests by
                  ITC/\DeltaCom for sub-loop pairs, expedite charges will apply
                  for intervals less than 5 days.

6.3.6             Unbundled Sub-Loop shall be equal to or better than each of
                  the applicable requirements set forth in the applicable
                  industry standard technical references.

6.3.7             Unbundled Sub-Loops will be provided in accordance with
                  technical reference TR73600.

6.4               UNBUNDLED SUB-LOOP CONCENTRATION SYSTEM (USLC)

6.4.1             Where facilities permit and where necessary to comply with an
                  effective Commission order, BellSouth will provide
                  ITC/\DeltaCom with the ability to concentrate its sub-loops
                  onto multiple DS1s back to the BellSouth Central Office. The
                  DS1s will then be terminated into ITC/\DeltaCom collocation
                  space. TR-008 and TR303 interface standards are available.

6.4.2             USLC, using the Lucent Series 5 equipment, will be offered in
                  two different systems. System A will allow up to 96 of
                  ITC/\DeltaCom's sub-loops to be concentrated onto multiple
                  DS1s. System B will allow an additional 96 of ITC/\DeltaCom's
                  sub-loops to be concentrated onto multiple DS1s. One System A
                  may be supplemented with one System B and they both must be
                  physically located in a single Series 5 dual channel bank. A
                  minimum of two DS1s is required for each system (i.e., System
                  A requires two DS1s and System B would require an additional
                  two DS1s or four in total). The DS1 level facility that
                  connects the RT site with the serving wire center is known as
                  a Feeder Interface. All DS1 Feeder Interfaces will terminate
                  to ITC/\DeltaCom's collocation space within the SWC that
                  serves the RT where ITC/\DeltaCom's sub-loops are connected.
                  USLC service is offered with or without concentration and with
                  or without a protection DS1.

6.4.3             In these scenarios ITC/\DeltaCom would be required to place a
                  cross-box, remote terminal (RT), or other similar device and
                  deliver a cable to the BellSouth remote terminal. This cable
                  would be connected, by a BellSouth technician, to a
                  cross-connect panel within the BellSouth RT/cross-box and
                  would allow
<PAGE>

                                                                    ATTACHMENT 2
                                                                         PAGE 16

                  ITC/\DeltaCom's sub-loops to then be placed on the ULSC and
                  transported to their collocation space at a DS1 level.

6.5               UNBUNDLED SUB-LOOP FEEDER

6.5.1             DEFINITION

6.5.2             Unbundled Sub-Loop Feeder (USLF) provides connectivity between
                  BellSouth's central office and its cross-box (or other access
                  point) that serves an end user location.

6.5.3             USLF is intended to be utilized for voice traffic and can be
                  configured as 2-wire voice (USLF-2W/V) or 4-wire voice
                  (USLF-4W/V).

6.5.4             USLF can also to be utilized for digital traffic and can be
                  configured as 2-wire ISDN (USLF-2W/I); 2-wire Copper
                  (USLF-2W/C); 4-wire Copper (USLF-4W/C) facilities: 4-wire DS0
                  level loop (USLF-4W/D0); or 4-wire DS1 & ISDN (USLF-4W/DI).

6.5.5             USLF will provide the facilities needed to provision a 2W or
                  4W communications pathway from the BellSouth central office to
                  the BellSouth cross-box. This element will allow for the
                  connection of ITC/\DeltaCom's loop distribution elements onto
                  BellSouth's feeder system.

6.6               REQUIREMENTS

6.6.1             ITC/\DeltaCom will extend its compatible cable to BellSouth's
                  cross-box. The cable will then be connected to a panel inside
                  the BellSouth cross-box to the requested level of feeder
                  element. In those cases when there is no room in the BellSouth
                  cross-box to accommodate the additional cross-connect panels
                  mentioned above, BellSouth will utilize its Special
                  Construction process to determine the costs to provide the
                  sub-loop feeder element to ITC/\DeltaCom. ITC/\DeltaCom will
                  then have the option of paying the special construction
                  charges or canceling the order.

6.6.2             USLF will be a designed circuit and BellSouth will provide a
                  Design Layout Record (DLR) for this element.

6.6.3             BellSouth will provide USLF elements in accordance with
                  applicable industry standards for these types of facilities.
                  Where industry standards do not exist, BellSouth's TR73600
                  will be used to determine performance parameters.

7.                UNBUNDLED NETWORK TERMINATING WIRE (UNTW)
<PAGE>

                                                                    ATTACHMENT 2
                                                                         PAGE 17

7.1               BellSouth agrees to offer its Unbundled Network Terminating
                  Wire (UNTW) to ITC/\DeltaCom pursuant to the following terms
                  and conditions at rates as set forth in Attachment 11.

7.2               DEFINITION

7.3               Subject to applicable and effective FCC rules and orders, UNTW
                  is a dedicated transmission facility that BellSouth provides
                  from the Wiring Closet /Garden Terminal (or other type of
                  cross-connect point) at the point of termination of
                  BellSouth's loop distribution facilities to the end user's
                  point of demarcation. UNTW is the final portion of the loop
                  owned by BellSouth.

7.4               REQUIREMENTS

7.4.1             On a multi-unit premises where Provisioning Party owns the
                  network terminating wire, and by request of Requesting Party,
                  Provisioning Party will provide access to UNTW pairs on an
                  Access Terminal that is suitable for use by multiple carriers
                  at each Garden Terminal or Wiring Closet.

7.4.2             In new construction where possible, both Parties may at their
                  option and with the property owner's agreement install their
                  own Network Terminating Wire (NTW). In existing construction,
                  the Provisioning Party shall not be required to install new or
                  additional NTW beyond existing NTW to provision the services
                  of the Requesting Party.

7.4.3             Upon notice from the Requesting Party to the Provisioning
                  party that the Requesting Party desires access to the
                  Provisioning Party's UNTW pairs in a multi-unit premises,
                  representatives of both Parties will participate in a meeting
                  at the site of the requested access. The purpose of the site
                  visit will include discussion of the procedures for Access
                  Terminal installation, location and addresses of the Access
                  Terminals and to discuss an estimated completion date. Upon
                  completion of site visit, the Requesting Party will submit a
                  Service Inquiry (SI) to the person or organization designated
                  by the Provisioning Party to receive the SI. The SI will
                  initiate the work for the Provisioning Party to begin the
                  Access Terminal installation. In multi-tenant unit (MTU)
                  scenarios, Provisioning Party will provide access to UNTW
                  pairs on an Access Terminal(s). By request of the Requesting
                  Party, an Access Terminal will be installed either adjacent to
                  each Provisioning Party's Garden Terminal or inside each
                  Wiring Closet on the requested MTU. All the UNTW pairs served
                  by a Garden Terminal/Wiring Closet will be made available on
                  the Access Terminals. Requesting Party will deliver and
                  connect its central office facilities to the UNTW pairs within
                  the Access Terminal. Requesting Party may access any available
                  pair on an Access Terminal unless the Provisioning Party or
                  another service provider is using the pair to concurrently
                  provide service. Prior to connecting Requesting Party's
                  service on a pair previously used by Provisioning party,
                  Requesting Party is responsible for
<PAGE>

                                                                    ATTACHMENT 2
                                                                         PAGE 18

                  ensuring the end-user is no longer using Provisioning Party's
                  service or another CLEC's service before accessing UNTW pairs.

7.4.4             Provisioning Party will use best efforts to complete
                  installation of the Access Terminals within 30 business days
                  of the receipt by the Provisioning Party of the Service
                  Inquiry from the Requesting Party.

7.4.5             Requesting Party is responsible for obtaining the property
                  owner's permission for Provisioning Party to install an Access
                  Terminal(s) on behalf of the Requesting Party. The submission
                  of the SI by the Requesting Party will serve as certification
                  by the Requesting Party that such permission has been
                  obtained.

7.4.6             Requesting Party will be billed for non-recurring and
                  recurring charges for accessing UNTW pairs at the time the
                  Requesting Party activates the pair(s). ITC/\DeltaCom will
                  report use of the UNTW pairs on a Local Service Request (LSR)
                  form submitted to BellSouth's Local Carrier Service Center
                  (LCSC).

7.4.7             Requesting Party will isolate and report repair problems to
                  the UNE center. Requesting Party must tag the UNTW pair that
                  requires repair. If Provisioning Party dispatches a technician
                  on a reported trouble call and no UNTW trouble is found,
                  Provisioning Party will charge Requesting Party for time spent
                  on the dispatch and testing the UNTW pair(s).

7.4.8             If Requesting Party initiates the Access Terminal installation
                  and the Requesting Party has not activated at least one pair
                  on the Access Terminal installed pursuant to Requesting
                  Party's request for an Access Terminal within 6 months of
                  installation of the Access Terminal, Provisioning Party will
                  bill Requesting Party a non-recurring charge equal to the
                  actual cost of provisioning the Access Terminal.

7.4.9             If Provisioning Party determines that Requesting Party is
                  using the UNTW pairs without reporting such usage to
                  BellSouth, the following charges shall apply in addition to
                  any fines which may be established by state commissions and
                  any other remedies at law or in equity available to the
                  Provisioning Party:

7.4.10            If Requesting Party issued a LSR to disconnect an end-user
                  from BellSouth in order to use a UNTW pair, Requesting Party
                  will be billed for the use of the pair back to the disconnect
                  order date.

7.4.11            If Requesting Party activated a UNTW pair on which
                  Provisioning Party was not previously providing service,
                  Requesting Party will be billed for the use of that pair back
                  to the date the end-user began receiving service using that
                  pair. Upon request, Requesting Party will provide copies of
                  its billing record to substantiate such date. If Requesting
                  Party fails to provide such records, then Provisioning Party
                  will bill the Requesting Party back to the date of the Access
                  Terminal installation.
<PAGE>

                                                                    ATTACHMENT 2
                                                                         PAGE 19

8.                UNBUNDLED NETWORK ELEMENT COMBINATIONS

8.1               Unbundled Network Element Combinations shall include: 1)
                  Enhanced Extended Links (EELs) 2) UNE Loops/Special Access
                  Combinations 3) Loop/Port Combinations and 4) Transport
                  Combinations.

8.2               For purposes of this Section, references to "Currently
                  Combined" network elements shall mean that such network
                  elements are in fact already combined by BellSouth in the
                  BellSouth network to provide service to a particular end user
                  at a particular location.

8.3               EELS

8.3.1             Where facilities permit and where necessary to comply with an
                  effective FCC and/or State Commission order, or as otherwise
                  mutually agreed by the Parties, BellSouth shall offer access
                  to loop and transport combinations, also known as the Enhanced
                  Extended Link ("EEL") as defined in Section 8.3.2 below.

8.3.2             Subject to Section 8.3.3 below, BellSouth will provide access
                  to the EEL in the combinations set forth in Section 8.3.4
                  following. This offering is intended to provide connectivity
                  from an end user's location through that end user's SWC to
                  ITC/\DeltaCom's POP serving wire center. The channels on the
                  circuit sufficient to meet the local usage options described
                  in Section 8.3.5 below, must be connected to ITC/\DeltaCom's
                  switch for the purpose of provisioning telephone exchange
                  service to ITC/\DeltaCom's end-user customers. The EEL will be
                  connected to ITC/\DeltaCom's facilities in ITC/\DeltaCom's
                  collocation space at the POP SWC, or ITC/\DeltaCom may
                  purchase BellSouth's access facilities between ITC/\DeltaCom's
                  POP and ITC/\DeltaCom's collocation space at the POP SWC.

8.3.3             BellSouth shall provide EEL combinations to ITC/\DeltaCom in
                  Georgia regardless of whether or not such EELs are Currently
                  Combined. In all other states, BellSouth shall make available
                  to ITC/\DeltaCom those EEL combinations described in Section
                  8.3.4 below only to the extent such combinations are Currently
                  Combined. Furthermore, BellSouth will make available EEL
                  combinations to ITC/\DeltaCom in density Zone 1, as defined in
                  47 C.F.R. 69.123 as of January 1, 1999, in the Atlanta, GA;
                  Miami, FL; Orlando, FL; Ft. Lauderdale, FL;
                  Charlotte-Gastonia-Rock Hill, NC; Greensboro-Winston
                  Salem-High Point, NC; Nashville, TN; and New Orleans, LA, MSAs
                  regardless of whether or not such EELs are Currently Combined.
                  Except as stated above, EELs will be provided to ITC/\DeltaCom
                  only to the extent such network elements are Currently
                  Combined.

8.3.4             EEL Combinations

8.3.4.1           DS1 Interoffice Channel + DS1 Channelization + 2-wire VG Local
                  Loop
<PAGE>

                                                                    ATTACHMENT 2
                                                                         PAGE 20

8.3.4.2           DS1 Interoffice Channel + DS1 Channelization + 4-wire VG Local
                  Loop

8.3.4.3           DS1 Interoffice Channel + DS1 Channelization + 2-wire ISDN
                  Local Loop

8.3.4.4           DS1 Interoffice Channel + DS1 Channelization + 4-wire 56 kbps
                  Local Loop

8.3.4.5           DS1 Interoffice Channel + DS1 Channelization + 4-wire 64 kbps
                  Local Loop

8.3.4.6           DS1 Interoffice Channel + DS1 Local Loop

8.3.4.7           DS3 Interoffice Channel + DS3 Local Loop

8.3.4.8           STS-1 Interoffice Channel + STS-1 Local Loop

8.3.4.9           DS3 Interoffice Channel + DS3 Channelization + DS1 Local Loop

8.3.4.10          STS-1 Interoffice Channel + DS3 Channelization + DS1 Local
                  Loop

8.3.4.11          2-wire VG Interoffice Channel + 2-wire VG Local Loop

8.3.4.12          4-wire VG Interoffice Channel + 4-wire VG Local Loop

8.3.4.13          4-wire 56 kbps Interoffice Channel + 4-wire 56 kbps Local Loop

8.3.4.14          4-wire 64 kbps Interoffice Channel + 4-wire 64 kbps Local Loop

8.3.5             SPECIAL ACCESS SERVICE CONVERSIONS

8.3.5.1           ITC/\DeltaCom may not convert special access services to
                  combinations of loop and transport network elements, whether
                  or not ITC/\DeltaCom self-provides its entrance facilities (or
                  obtains entrance facilities from a third party), unless
                  ITC/\DeltaCom uses the combination to provide a significant
                  amount of local exchange service, in addition to exchange
                  access service, to a particular customer. To the extent
                  ITC/\DeltaCom requests to convert any special access services
                  to combinations of loop and transport network elements at UNE
                  prices, ITC/\DeltaCom shall provide to BellSouth a letter
                  certifying that ITC/\DeltaCom is providing a significant
                  amount of local exchange service (as described in this
                  Section) over such combinations. The certification letter
                  shall also indicate under what local usage option
                  ITC/\DeltaCom seeks to qualify for conversion of special
                  access circuits. ITC/\DeltaCom shall be deemed to be providing
                  a significant amount of local exchange service over such
                  combinations if one of the following options is met:

8.3.5.1.1         ITC/\DeltaCom certifies that it is the exclusive provider of
                  an end user's local exchange service. The loop-transport
                  combinations must terminate at ITC/\DeltaCom's collocation
                  arrangement in at least one BellSouth central office. This
                  option does not allow loop-transport combinations to be
                  connected to
<PAGE>

                                                                    ATTACHMENT 2
                                                                         PAGE 21


                  BellSouth's tariffed services. Under this option,
                  ITC/\DeltaCom is the end user's only local service provider,
                  and thus, is providing more than a significant amount of local
                  exchange service. ITC/\DeltaCom can then use the loop-
                  transport combinations that serve the end user to carry any
                  type of traffic, including using them to carry 100 percent
                  interstate access traffic; or

8.3.5.1.2         ITC/\DeltaCom certifies that it provides local exchange and
                  exchange access service to the end user customer's premises
                  and handles at least one third of the end user customer's
                  local traffic measured as a percent of total end user customer
                  local dialtone lines; and for DS1 circuits and above, at least
                  50 percent of the activated channels on the loop portion of
                  the loop-transport combination have at least 5 percent local
                  voice traffic individually, and the entire loop facility has
                  at least 10 percent local voice traffic. When a loop-transport
                  combination includes multiplexing, each of the individual DS1
                  circuits must meet this criteria. The loop-transport
                  combination must terminate at ITC/\DeltaCom's collocation
                  arrangement in at least one BellSouth central office. This
                  option does not allow loop-transport combinations to be
                  connected to BellSouth tariffed services; or

8.3.5.1.3         ITC/\DeltaCom certifies that at least 50 percent of the
                  activated channels on a circuit are used to provide
                  originating and terminating local dial-tone service and at
                  least 50 percent of the traffic on each of these local
                  dial-tone channels is local voice traffic, and that the entire
                  loop facility has at least 33 percent local voice traffic.
                  When a loop-transport combination includes multiplexing, each
                  of the individual DS1 circuits must meet this criteria. This
                  option does not allow loop-transport combinations to be
                  connected to BellSouth's tariffed services. Under this option,
                  collocation is not required. ITC/\DeltaCom does not need to
                  provide a defined portion of the end user's local service, but
                  the active channels on any loop-transport combination, and the
                  entire facility, must carry the amount of local exchange
                  traffic specified in this option.

8.3.5.2           In addition, there may be extraordinary circumstances where
                  ITC/\DeltaCom is providing a significant amount of local
                  exchange service, but does not qualify under any of the three
                  options set forth in Section 8.3.5.1.1, 8.3.5.1.2, 8.3.5.1.3.
                  In such case, ITC/\DeltaCom may petition the FCC for a waiver
                  of the local usage options set forth in the June 2, 2000
                  Order. If a waiver is granted, the Parties shall amend this
                  Agreement within 45 days of ITC/\DeltaCom's request to the
                  extent necessary to incorporate the terms of such waiver.

8.3.5.3           BellSouth may audit ITC/\DeltaCom records to the extent
                  reasonably necessary in order to verify the type of traffic
                  being transmitted over combinations of loop and transport
                  network elements. The audit shall be conducted by a third
                  party independent auditor, and ITC/\DeltaCom shall be given
                  thirty days written notice of scheduled audit. Such audit
                  shall occur no more than one time in a calendar year, unless
                  results of an audit find noncompliance with the significant
                  amount of local exchange service requirement. In the event of
                  noncompliance, ITC/\DeltaCom shall reimburse BellSouth for the
                  cost of the audit. If, based on its
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                                                                    ATTACHMENT 2
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                  audits, BellSouth concludes that ITC/\DeltaCom is not
                  providing a significant amount of local exchange traffic over
                  the combinations of loop and transport network elements,
                  BellSouth may file a complaint with the appropriate
                  Commission, pursuant to the dispute resolution process as set
                  forth in the Interconnection Agreement. In the event that
                  BellSouth prevails, BellSouth may convert such combinations of
                  loop and transport network elements to special access services
                  and may seek appropriate retroactive reimbursement from
                  ITC/\DeltaCom.

8.3.5.4           ITC/\DeltaCom may convert special access circuits to
                  combinations of loop and transport UNEs pursuant to the terms
                  of this Section and subject to the termination provisions in
                  the applicable special access tariffs, if any.

8.3.6             RATES

8.3.6.1           GEORGIA

8.3.6.2           The non-recurring and recurring rates for the EEL Combinations
                  of network elements set forth in 8.3.4 whether Currently
                  Combined or new, are as set forth in Attachment 11.

8.3.6.3           On an interim basis, for combinations of loop and transport
                  network elements not set forth in Section 8.3.4, where the
                  elements are not Currently Combined but are ordinarily
                  combined in BellSouth's network, the non-recurring and
                  recurring charges for such UNE combinations shall be the sum
                  of the stand-alone non-recurring and recurring charges of the
                  network elements which make up the combination. These interim
                  rates shall be subject to true-up based on the Commission's
                  review of BellSouth's cost studies.

8.3.6.4           To the extent that ITC/\DeltaCom seeks to obtain other
                  combinations of network elements that BellSouth ordinarily
                  combines in its network which have not been specifically
                  priced by the Commission when purchased in combined form,
                  ITC/\DeltaCom, at its option, can request that such rates be
                  determined pursuant to the Bona Fide Request/New Business
                  Request (NBR) process set forth in this Agreement.

8.3.6.5           ALL OTHER STATES

8.3.6.5.1         Subject to Section 8.3.2 and 8.3.3 preceding, for all other
                  states, the non-recurring and recurring rates for the
                  Currently Combined EEL combinations set forth in Section 8.3.4
                  and other Currently Combined network elements will be the sum
                  of the recurring rates for the individual network elements
                  plus a non recurring charge set forth in Attachment 11.

8.3.6.6           MULTIPLEXING
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8.3.6.6.1         Where multiplexing functionality is required in connection
                  with loop and transport combinations, such multiplexing will
                  be provided at the rates and on the terms set forth in this
                  Agreement.

8.4               OTHER NETWORK ELEMENT COMBINATIONS

8.4.1             In the state of Georgia, BellSouth shall make available to
                  ITC/\DeltaCom, in accordance with Section 8.4.2.1 below: (1)
                  combinations of network elements other than EELs that are
                  Currently Combined; and (2) combinations of network elements
                  other than EELs that are not Currently Combined but that
                  BellSouth ordinarily combines in its network. In all other
                  states, BellSouth shall make available to ITC/\DeltaCom, in
                  accordance with Section 8.4.2.2 below, combinations of network
                  elements other than EELs only to the extent such combinations
                  are Currently Combined.

8.4.2             RATES

8.4.2.1           GEORGIA

8.4.2.1.1         The non-recurring and recurring rates for Other Network
                  Element combinations, whether Currently Combined or new, are
                  as set forth in Attachment 11.

8.4.2.1.2         On an interim basis, for Other Network Element combinations
                  where the elements are not Currently Combined but are
                  ordinarily combined in BellSouth's network, the non-recurring
                  and recurring charges for such UNE combinations shall be the
                  sum of the stand-alone non-recurring and recurring charges of
                  the network elements which make up the combination. These
                  interim rates shall be subject to true-up based on the
                  Commission's review of BellSouth's cost studies.

8.4.2.1.3         To the extent that ITC/\DeltaCom seeks to obtain other
                  combinations of network elements that BellSouth ordinarily
                  combines in its network which have not been specifically
                  priced by the Commission when purchased in combined form,
                  ITC/\DeltaCom, at its option, can request that such rates be
                  determined pursuant to the Bona Fide Request/New Business
                  Request (NBR) process set forth in this Agreement.

8.4.2.2           ALL OTHER STATES

8.4.2.2.1         For all other states, the non-recurring and recurring rates
                  for the Other Network Element Combinations that are Currently
                  Combined will be the sum of the recurring rates for the
                  individual network elements plus a non recurring charge set
                  forth in Attachment 11 of this Agreement.

8.5               UNE/SPECIAL ACCESS COMBINATIONS

8.5.1             Additionally, BellSouth shall make available to ITC/\DeltaCom
                  a combination of an unbundled loop and tariffed special access
                  interoffice facilities. To the extent
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                  ITC/\DeltaCom will require multiplexing functionality in
                  connection with such combination, BellSouth will provide
                  access to multiplexing within the central office pursuant to
                  the terms, conditions and rates set forth in its Access
                  Services Tariffs. The tariffed special access interoffice
                  facilities and any associated tariffed services, including but
                  not limited to multiplexing, shall not be eligible for
                  conversion to UNEs as described in Section 8.3.5.

8.5.2             Notwithstanding section 8.5.1 above, those "special access
                  combinations" in service as of April 15, 2000 shall be
                  eligible for conversion to UNEs.

8.5.3             RATES

8.5.3.1           The non-recurring and recurring rates for UNE/Special Access
                  Combinations will be the sum of the unbundled loop rates as
                  set forth in Attachment 11 and the interoffice transport rates
                  and multiplexing rates as set forth in the Access Services
                  Tariff.

8.6               PORT/LOOP COMBINATIONS

8.6.1             At ITC/\DeltaCom's request, BellSouth shall provide access to
                  combinations of port and loop network elements, as set forth
                  in Section 8.6.3 below, that are Currently Combined in
                  BellSouth's network except as specified in Sections 8.6.1.1
                  and 8.6.1.2 below.

8.6.1.1           BellSouth shall not provide combinations of port and loop
                  network elements on an unbundled basis in locations where,
                  pursuant to FCC rules, BellSouth is not required to provide
                  circuit switching as an unbundled network element.

8.6.1.2           In accordance with effective and applicable FCC rules,
                  BellSouth shall not be required to provide circuit switching
                  as an unbundled network element in density Zone 1, as defined
                  in 47 C.F.R. 69.123 as of January 1, 1999 of the Atlanta, GA;
                  Miami, FL; Orlando, FL; Ft. Lauderdale, FL;
                  Charlotte-Gastonia-Rock Hill, NC; Greensboro-Winston
                  Salem-High Point, NC; Nashville, TN; and New Orleans, LA, MSAs
                  to ITC/\DeltaCom if ITC/\DeltaCom's customer has 4 or more DS0
                  equivalent lines.

8.6.2             Combinations of port and loop network elements provide local
                  exchange service for the origination or termination of calls.
                  BellSouth shall make available the following loop and port
                  combinations at the terms and at the rates set forth below:

8.6.2.1           In Georgia, BellSouth shall provide to ITC/\DeltaCom
                  combinations of port and loop network elements to
                  ITC/\DeltaCom on an unbundled basis regardless of whether or
                  not such combinations are Currently Combined except in those
                  locations where BellSouth is not required to provide circuit
                  switching, as set forth in Section 8.6.1.2 above. The rates
                  for such combinations shall be the cost based rates set forth
                  in Attachment 11.
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8.6.2.2           In all other states, BellSouth shall provide to ITC/\DeltaCom
                  combinations of port and loop network elements on an unbundled
                  basis if such combinations are Currently Combined, except in
                  those locations where BellSouth is not required to provide
                  unbundled circuit switching, as forth in Sections 8.6.1.1 and
                  8.6.1.2 above. The rates for such combinations shall be the
                  cost based rates set forth in Attachment 11.

8.6.2.3           In all states other than Georgia, except in those locations
                  where BellSouth is not required to provide unbundled circuit
                  switching, as set forth in Sections 8.6.1.1 and 8.6.1.2,
                  BellSouth shall provide to ITC/\DeltaCom combinations of port
                  and loop network elements that are not Currently Combined. The
                  rate for such combinations shall be negotiated by the Parties.

8.6.2.4           In those locations where BellSouth is not required to provide
                  unbundled circuit switching, as set forth in Sections 8.6.1.1
                  and 8.6.1.2, BellSouth shall provide to ITC/\DeltaCom
                  combinations of port and loop network elements whether or not
                  such combinations are Currently Combined. The rates for
                  Currently Combined combinations are the market based rates as
                  set forth in Attachment 11. The rates for not Currently
                  Combined combinations shall be negotiated by the Parties.

8.6.3             COMBINATION OFFERINGS

8.6.3.1           2-wire voice grade port, voice grade loop, unbundled end
                  office switching, unbundled end office trunk port, common
                  transport per mile per MOU, common transport facilities
                  termination, tandem switching, and tandem trunk port.

8.6.3.2           2-wire voice grade DID port, voice grade loop, unbundled end
                  office switching, unbundled end office trunk port, common
                  transport per mile per MOU, common transport facilities
                  termination, tandem switching, and tandem trunk port.

8.6.3.3           2-wire CENTREX port, voice grade loop, unbundled end office
                  switching, unbundled end office trunk port, common transport
                  per mile per MOU, common transport facilities termination,
                  tandem switching, and tandem trunk port.

8.6.3.4           2-wire ISDN Basic Rate Interface, voice grade loop, unbundled
                  end office switching, unbundled end office trunk port, common
                  transport per mile per MOU, common transport facilities
                  termination, tandem switching, and tandem trunk port.

8.6.3.5           2-wire ISDN Primary Rate Interface, DS1 loop, unbundled end
                  office switching, unbundled end office trunk port, common
                  transport per mile per MOU, common transport facilities
                  termination, tandem switching, and tandem trunk port.

8.6.3.6           4-wire DS1 Trunk port, DS1 Loop, unbundled end office
                  switching, unbundled end office trunk port, common transport
                  per mile per MOU, common transport facilities termination,
                  tandem switching, and tandem trunk port.
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9.                SWITCHING

                  All of the negotiated rates, terms and conditions set forth in
                  this Section pertain to the provision of local and tandem
                  switching.

9.1               LOCAL SWITCHING

9.1.1             BellSouth shall provide non-discriminatory access to local
                  circuit switching capability, and local tandem switching
                  capability, on an unbundled basis, except as set forth below
                  in Section 9.1.3.3 to ITC/\DeltaCom for the provision of a
                  telecommunications service. BellSouth shall provide
                  non-discriminatory access to packet switching capability on an
                  unbundled basis to ITC/\DeltaCom for the provision of a
                  telecommunications service only in the limited circumstance
                  described below in Section 9.4.6.

9.1.2             Except as otherwise provided herein, BellSouth shall not
                  impose any restrictions on ITC/\DeltaCom regarding the use of
                  Switching Capabilities purchased from BellSouth provided such
                  use does not result in demonstrable harm to either the
                  BellSouth network or personnel or the use of the BellSouth
                  network by BellSouth or any other telecommunication carrier.

9.1.3             LOCAL CIRCUIT SWITCHING CAPABILITY, INCLUDING TANDEM SWITCHING
                  CAPABILITY

9.1.3.1           DEFINITION

                  Local Circuit Switching Capability is defined as: (A)
                  line-side facilities, which include, but are not limited to,
                  the connection between a loop termination at a main
                  distribution frame and a switch line card; (B) trunk-side
                  facilities, which include, but are not limited to, the
                  connection between trunk termination at a trunk-side
                  cross-connect panel and a switch trunk card; and (C) All
                  features, functions, and capabilities of the switch, which
                  include, but are not limited to: (1) the basic switching
                  function of connecting lines to lines, line to trunks, trunks
                  to lines, and trunks to trunks, as well as the same basic
                  capabilities made available to BellSouth's customers, such as
                  a telephone number, white page listings, and dial tone; and
                  (2) all other features that the switch is capable of
                  providing, including but not limited to customer calling,
                  customer local area signaling service features, and Centrex,
                  as well as any technically feasible customized routing
                  functions provided by the switch; (D) switching provided by
                  remote switching modules.

9.1.3.1.1         Notwithstanding BellSouth's general duty to unbundle local
                  circuit switching, BellSouth shall not be required to unbundle
                  local circuit switching for ITC/\DeltaCom when ITC/\DeltaCom
                  serves end-users with four (4) or more voice-grade (DS-0)
                  equivalents or lines in locations served by BellSouth's local
                  circuit switches, which are in the following MSAs: Atlanta,
                  GA; Miami, FL; Orlando, FL; Ft. Lauderdale, FL;
                  Charlotte-Gastonia-Rock Hill, NC; Greensboro-Winston
                  Salem-High Point, NC; Nashville, TN; and New Orleans, LA, and
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                  BellSouth has provided non-discriminatory cost based access to
                  the Enhanced Extended Link (EEL) throughout Density Zone 1 as
                  determined by NECA Tariff No. 4 as in effect on January 1,
                  1999.

9.1.3.2           In the event that ITC/\DeltaCom orders local circuit switching
                  for a single end user account name at a single physical end
                  user location with four (4) or more two (2) wire voice-grade
                  loops from a BellSouth central office listed in Attachment 11,
                  BellSouth's sole recourse shall be to charge ITC/\DeltaCom the
                  market based rate in Attachment 11 for use of the local
                  circuit switching functionality for the affected facilities.

9.1.3.3           A featureless port is one that has a line port, switching
                  facilities, and an interoffice port. A featured port is a port
                  that includes all features then capable or a number of then
                  capable features specifically requested by ITC/\DeltaCom. Any
                  features that are not currently then capable but are
                  technically feasible through the switch can be requested
                  through the BFR process.

9.1.3.4           BellSouth will provide to ITC/\DeltaCom customized routing of
                  calls: (i) to a requested directory assistance services
                  platform; (ii) to an operator services platform pursuant to
                  Section 12 of Attachment 2; (iii) for ITC/\DeltaCom's PIC'ed
                  toll traffic in a two (2) PIC environment to an alternative
                  OS/DA platform designated by ITC/\DeltaCom. ITC/\DeltaCom
                  customers may use the same dialing arrangements as BellSouth
                  customers.

9.1.3.5           Remote Switching Module functionality is included in Switching
                  Capability. The switching capabilities used will be based on
                  the line side features they support.

9.1.3.6           Switching Capability will also be capable of routing local,
                  intraLATA, interLATA, and calls to international customer's
                  preferred carrier; call features (e.g. call forwarding) and
                  Centrex capabilities.

9.1.3.7           Where required to do so in order to comply with an effective
                  Commission order, BellSouth will provide to ITC/\DeltaCom
                  purchasing local BellSouth switching and reselling BellSouth
                  local exchange service under Attachment 1, selective routing
                  of calls to a requested directory assistance services platform
                  or operator services platform. ITC/\DeltaCom customers may use
                  the same dialing arrangements as BellSouth customers, but
                  obtain a ITC/\DeltaCom branded service.

9.1.4             TECHNICAL REQUIREMENTS

9.1.4.1           The requirements set forth in this Section apply to Local
                  Switching, but not to the Data Switching function of Local
                  Switching.

9.1.4.2           Local Switching shall be equal to or better than the
                  requirements for Local Switching set forth in the applicable
                  industry standard technical references.
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9.1.4.3           When applicable, BellSouth shall route calls to the
                  appropriate trunk or lines for call origination or
                  termination.

9.1.4.4           Subject to this section, BellSouth shall route calls on a per
                  line or per screening class basis to (1) BellSouth platforms
                  providing Network Elements or additional requirements (2)
                  Operator Services platforms, (3) Directory Assistance
                  platforms, and (4) Repair Centers. Any other routing requests
                  by ITC/\DeltaCom will be made pursuant to the Bona Fide
                  Request/ New Business Request Process as set forth in General
                  Terms and Conditions.

9.1.4.5           BellSouth shall provide unbranded recorded announcements and
                  call progress tones to alert callers of call progress and
                  disposition.

9.1.4.6           BellSouth shall activate service for an ITC/\DeltaCom customer
                  or network interconnection on any of the Local Switching
                  interfaces. This includes provisioning changes to change a
                  customer from BellSouth's services to ITC/\DeltaCom's services
                  without loss of switch feature functionality as defined in
                  this Agreement.

9.1.4.7           BellSouth shall perform routine testing (e.g., Mechanized Loop
                  Tests (MLT) and test calls such as 105, 107 and 108 type
                  calls) and fault isolation on a mutually agreed upon schedule.

9.1.4.8           BellSouth shall repair and restore any equipment or any other
                  maintainable component that may adversely impact Local
                  Switching.

9.1.4.9           BellSouth shall control congestion points such as those caused
                  by radio station call-ins, and network routing abnormalities.
                  All traffic shall be restricted in a non-discriminatory
                  manner.

9.1.4.10          BellSouth shall perform manual call trace and permit customer
                  originated call trace.


9.1.4.11          Special Services provided by BellSouth will include the
                  following:


9.1.4.11.1        Telephone Service Prioritization;


9.1.4.11.2        Related services for handicapped;


9.1.4.11.3        Soft dial tone where required by law; and


9.1.4.11.4        Any other service required by law.


9.1.4.12          BellSouth shall provide Switching Service Point (SSP)
                  capabilities and signaling software to interconnect the
                  signaling links destined to the Signaling Transfer Point
                  Switch (STPS). These capabilities shall adhere to the
                  technical specifications set forth in the applicable industry
                  standard technical references.
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9.1.4.13          BellSouth shall provide interfaces to adjuncts through
                  Telcordia (formerly BellCore) standard interfaces. These
                  adjuncts can include, but are not limited to, the Service
                  Circuit Node and Automatic Call Distributors.

9.1.4.14          BellSouth shall offer Local Switching that provides feature
                  offerings at parity to those provided by BellSouth to itself
                  or any other Party.

9.1.4.15          Upon ITC/\DeltaCom's request, BellSouth shall provide
                  performance data regarding a customer line, traffic
                  characteristics or other measurable elements to ITC/\DeltaCom.
                  ITC/\DeltaCom will pay BellSouth for all costs incurred to
                  provide such performance data through the Business Opportunity
                  Request process.

                  BellSouth shall offer to ITC/\DeltaCom all AIN triggers in
                  connection with its SMS/SCE offering which are supported by
                  BellSouth for offering AIN-based services

9.1.4.16          Where capacity exists, BellSouth shall assign each
                  ITC/\DeltaCom customer line the class of service designated by
                  ITC/\DeltaCom (e.g., using line class codes or other switch
                  specific provisioning methods), and shall route directory
                  assistance calls from ITC/\DeltaCom customers to ITC/\DeltaCom
                  directory assistance operators at ITC/\DeltaCom's option.

9.1.4.17          Where capacity exists, BellSouth shall assign each
                  ITC/\DeltaCom customer line the class of services designated
                  by ITC/\DeltaCom (e.g., using line class codes or other switch
                  specific provisioning methods) and shall route operator calls
                  from ITC/\DeltaCom customers to ITC/\DeltaCom operators at
                  ITC/\DeltaCom's option. For example, BellSouth may translate
                  0-and 0+ intraLATA traffic, and route the call through
                  appropriate trunks to an ITC/\DeltaCom Operator Services
                  Position System (OSPS). Calls from Local Switching must pass
                  the ANI-II digits unchanged.

9.1.4.18          Local Switching shall be offered in accordance with the
                  technical specifications set forth in the applicable industry
                  standard references.

9.1.5             INTERFACE REQUIREMENTS BellSouth shall provide the following
                  interfaces to loops:

9.1.5.1           Standard Tip/Ring interface including loopstart or
                  groundstart, on-hook signaling (e.g., for calling number,
                  calling name and message waiting lamp);

9.1.5.2           Coin phone signaling;

9.1.5.3           Basic Rate Interface ISDN adhering to appropriate Telcordia
                  (formerly BellCore) Technical Requirements;

9.1.5.4           Two-wire analog interface to PBX;
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9.1.5.5           Four-wire analog interface to PBX;

9.1.5.6           Four-wire DS1 interface to PBX or customer provided equipment
                  (e.g. computers and voice response systems);

9.1.5.7           Primary Rate ISDN to PBX adhering to ANSI standards Q.931,
                  Q.932 and appropriate Telcordia (formerly BellCore) Technical
                  Requirements;

9.1.5.8           Switched Fractional DS1 with capabilities to configure Nx64
                  channels (where N = 1 to 24); and

9.1.5.9           Loops adhering to Telcordia (formerly BellCore) TR-NWT-08 and
                  TR-NWT-303 specifications to interconnect Digital Loop
                  Carriers.

9.1.6             BellSouth shall provide access to the following but not
                  limited to:

9.1.6.1           SS7 Signaling Network or Multi-Frequency trunking if requested
                  by ITC/\DeltaCom;

9.1.6.2           Interface to ITC/\DeltaCom operator services systems or
                  Operator Services through appropriate trunk interconnections
                  for the system; and

9.1.6.3           Interface to ITC/\DeltaCom Directory Assistance Services
                  through the ITC/\DeltaCom switched network or to Directory
                  Assistance Services through the appropriate trunk
                  interconnections for the system; and 950 access or other
                  ITC/\DeltaCom required access to interexchange carriers as
                  requested through appropriate trunk interfaces.

10.               TRANSPORT, CHANNELIZATION AND DARK FIBER

                  BellSouth agrees to offer access to unbundled transport and
                  dark fiber pursuant to following terms and conditions and at
                  the rates set forth in Attachment 11.

10.1              TRANSPORT

10.1.1            Interoffice transmission facility network elements include:

10.1.1.1          Dedicated transport, defined as BellSouth's transmission
                  facilities, is dedicated to a particular customer or carrier
                  that provides telecommunications between wire centers or
                  switches owned by BellSouth, or between wire centers and
                  switches owned by BellSouth and ITC/\DeltaCom.

10.1.1.2          Dark Fiber transport, defined as BellSouth's optical
                  transmission facilities without attached signal regeneration,
                  multiplexing, aggregation or other electronics;

10.1.1.3          Common (Shared) transport, defined as transmission facilities
                  shared by more than one carrier, including BellSouth, between
                  end
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                                                                    ATTACHMENT 2
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                  office switches, between end office switches and tandem
                  switches, and between tandem switches, in BellSouth's network.

10.2              BellSouth shall:

10.2.1            Provide ITC/\DeltaCom exclusive use of interoffice
                  transmission facilities dedicated to a particular customer or
                  carrier, or shared use of the features, functions, and
                  capabilities of interoffice transmission facilities shared by
                  more than one customer or carrier;

10.2.2            Provide all technically feasible transmission facilities,
                  features, functions, and capabilities that ITC/\DeltaCom could
                  use to provide telecommunications services;

10.2.3            Permit, to the extent technically feasible, ITC/\DeltaCom to
                  connect such interoffice facilities to equipment designated by
                  ITC/\DeltaCom, including but not limited to, ITC/\DeltaCom's
                  collocated facilities; and

10.2.4            Permit, to the extent technically feasible, ITC/\DeltaCom to
                  obtain the functionality provided by BellSouth's digital
                  cross-connect systems in the same manner that BellSouth
                  provides such functionality to interexchange carriers and
                  itself.

10.3              COMMON (SHARED) TRANSPORT

10.3.1            DEFINITION OF COMMON (SHARED) TRANSPORT

10.3.1.1          Common (Shared) Transport is an interoffice transmission path
                  between two BellSouth end-offices, BellSouth end-office and a
                  local tandem, or between two local tandems. Where BellSouth
                  Network Elements are connected by intra-office wiring, such
                  wiring is provided as a part of the Network Elements and is
                  not Common (Shared) Transport. Common (Shared) Transport
                  consists of BellSouth inter-office transport facilities and is
                  unbundled from local switching.

10.3.2            TECHNICAL REQUIREMENTS OF COMMON (SHARED) TRANSPORT

10.3.2.1          Common (Shared) Transport provided on DS1 or VT1.5 circuits,
                  shall, at a minimum, meet the performance, availability,
                  jitter, and delay requirements specified for Central Office to
                  Central Office ("CO to CO") connections in the appropriate
                  industry standards.

10.3.2.2          Common (Shared) Transport provided on DS3 circuits, STS-1
                  circuits, and higher transmission bit rate circuits, shall, at
                  a minimum, meet the performance, availability, jitter, and
                  delay requirements specified for CO to CO connections in the
                  appropriate industry standards.
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                                                                    ATTACHMENT 2
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10.3.2.3          BellSouth shall be responsible for the engineering,
                  provisioning, and maintenance of the underlying equipment and
                  facilities that are used to provide Common (Shared) Transport.

10.3.2.4          At a minimum, Common (Shared) Transport shall meet all of the
                  requirements set forth in the applicable industry standard
                  technical references,( including but not limited to ANSI &
                  Bellcore Standards).

10.4              DEDICATED TRANSPORT

10.4.1            DEFINITIONS

10.4.2            Dedicated Transport is defined as BellSouth transmission
                  facilities dedicated to a particular customer or carrier that
                  provide telecommunications between wire centers owned by
                  BellSouth or requesting telecommunications carriers, or
                  between switches owned by BellSouth or requesting
                  telecommunications carriers.

10.4.3            UNBUNDLED LOCAL CHANNEL

10.4.4            Unbundled Local Channel is the dedicated transmission path
                  between ITC/\DeltaCom's Point of Presence and the BellSouth
                  Serving Wire Center's collocation.

10.4.5            UNBUNDLED INTEROFFICE CHANNEL.

10.4.6            Unbundled Interoffice Channel is the dedicated transmission
                  path that provides telecommunication between BellSouth's
                  Serving Wire Centers' collocations.

10.4.7            BellSouth shall offer Dedicated Transport in each of the
                  following ways:

10.4.7.1          As capacity on a shared UNE facility.

10.4.7.2          As a circuit (e.g., DS0, DS1, DS3 and OCn) dedicated to
                  ITC/\DeltaCom. This circuit shall consist of an Unbundled
                  Local Channel or an Unbundled Interoffice Channel or both.

10.4.8            When Dedicated Transport is provided it shall include:

10.4.8.1          Transmission equipment such as, line terminating equipment,
                  amplifiers, and regenerators;

10.4.8.2          Inter-office transmission facilities such as optical fiber,
                  copper twisted pair, and coaxial cable.

10.4.9            Rates for Dedicated Transport are listed in Attachment 11. For
                  those states that do not contain rates in Attachment 11 the
                  rates in the applicable State Access Tariff will apply as
                  interim rates. When final rates are developed, these interim
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                                                                         PAGE 33

                  rates will be subject to true up to the effective date of the
                  Agreement, and the Parties will amend the Agreement to reflect
                  the new rates.

10.4.10           TECHNICAL REQUIREMENTS

10.4.10.1         This Section sets forth technical requirements for all
                  Dedicated Transport.

10.4.10.2         When BellSouth provides Dedicated Transport, the entire
                  designated transmission service (e.g., DS0, DS1, DS3) shall be
                  dedicated to ITC/\DeltaCom designated traffic.

10.4.10.3         BellSouth shall offer Dedicated Transport in all technologies
                  that become available including, but not limited to, (1) DS0,
                  DS1 and DS3 transport services, and (2) SONET at available
                  transmission bit rates.

10.4.10.4         For DS1 or VT1.5 circuits, Dedicated Transport shall, at a
                  minimum, meet the performance, availability, jitter, and delay
                  requirements specified for Customer Interface to Central
                  Office ("CI to CO") connections in the appropriate industry
                  standards.

10.4.10.5         Where applicable, for DS3, Dedicated Transport shall, at a
                  minimum, meet the performance, availability, jitter, and delay
                  requirements specified for CI to CO connections in the
                  appropriate industry standards.

10.4.10.6         BellSouth shall offer the following interface transmission
                  rates for Dedicated Transport:

10.4.10.6.1       DS0 Equivalent;

10.4.10.6.2       DS1 (Extended SuperFrame - ESF);

10.4.10.6.3       DS3 (signal must be framed);

10.4.10.6.4       SDH (Synchronous Digital Hierarchy) Standard interface rates
                  in accordance with International Telecommunications Union
                  (ITU) Recommendation G.707 and Plesiochronous Digital
                  Hierarchy (PDH) rates per ITU Recommendation G.704.

10.4.10.6.5       When Dedicated Transport is provided, BellSouth shall design
                  it according to BellSouth's network infrastructure to allow
                  for the termination points specified by ITC/\DeltaCom.

10.4.11           At a minimum, Dedicated Transport shall meet each of the
                  requirements set forth in the applicable industry technical
                  references.

10.4.11.1         BellSouth Technical References:
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                                                                         PAGE 34


10.4.11.2         TR-TSY-000191 Alarm Indication Signals Requirements and
                  Objectives, Issue 1, May 1986.

10.4.11.3         TR 73501 LightGate(R)Service Interface and Performance
                  Specifications, Issue D, June 1995.

10.4.11.4         TR 73525 MegaLink(R)Service, MegaLink Channel Service &
                  MegaLink Plus Service Interface and Performance
                  Specifications, Issue C, May 1996.

10.4.12           Provided that the facility is used to transport a significant
                  amount of local exchange services ITC/\DeltaCom shall be
                  entitled to convert existing interoffice transmission
                  facilities (i.e., special access) to the corresponding
                  interoffice transport network element option.

10.5              UNBUNDLED CHANNELIZATION

10.5.1            BellSouth agrees to offer access to Unbundled Channelization
                  when available pursuant to following terms and conditions and
                  at the rates set forth in the Attachment. Channelization will
                  be offered with both the high and the low speed sides to be
                  connected to collocation.

10.5.2            DEFINITION

10.5.2.1          Unbundled Channelization (UC) provides the multiplexing
                  capability that will allow a DS1 (1.544 Mbps) or DS3 (44.736
                  Mbps) or STS-1 Unbundled Network Element (UNE) or collocation
                  cross-connect to be multiplexed or channelized at a BellSouth
                  central office. This can be accomplished through the use of a
                  stand-alone multiplexer or a digital cross-connect system at
                  the discretion of BellSouth. Once UC has been installed,
                  ITC/\DeltaCom can have channels activated on an as-needed
                  basis by having BellSouth connect lower level UNEs via Central
                  Office Channel Interfaces (COCIs).

10.5.3            Channelization capabilities will be as follows:

10.5.3.1          DS3 Channelization System: An element that channelizes a DS3
                  signal into 28 DS1s/STS-1s.

10.5.3.2          DS1 Channelization System: An element that channelizes a DS1
                  signal into 24 DS0s.

10.5.3.3          Central Office Channel Interfaces (COCI): Elements that can be
                  activated on a channelization system.

10.5.4            DS1 Central Office Channel Interface elements can be activated
                  on a DS3 Channelization System.
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10.5.5            Voice Grade and Digital Data Central Office Channel Interfaces
                  can be activated on a DS1 Channelization System.

10.5.6            AMI and B8ZS line coding with either Super Frame (SF) and
                  Extended Super Frame (ESF) framing formats will be supported
                  as options

10.5.7            COCI will be billed on the lower level UNE order that is
                  interfacing with the UC arrangement and will have to be
                  compatible with those UNEs.

10.5.8            TECHNICAL REQUIREMENTS

10.5.8.1          In order to assure proper operation with BST provided central
                  office multiplexing functionality, the customer's
                  channelization equipment must adhere strictly to form and
                  protocol standards. Separate standards exist for the multiplex
                  channel bank, for voice frequency encoding, for various
                  signaling schemes, and for subrate digital access.

10.5.8.2          DS0 TO DS1 CHANNELIZATION

10.5.8.2.1        The DS1 signal must be framed utilizing the framing structure
                  defined in ANSI T1.107, Digital Hierarchy Formats
                  Specifications and ANSI T1.403.02, DS1 Robbed-bit Signaling
                  State Definitions. DS0 to DS1 Channelization requirements are
                  essential the same as defined in BellSouth Technical Reference
                  73525, MegaLink(R) Service, MegaLink(R) Channel Service,
                  MegaLink(R) Plus Service, and MegaLink(R) Light Service
                  Interface and Performance Specification.

10.5.8.3          DS1 TO DS3 CHANNELIZATION

10.5.8.3.1        The DS3 signal must be framed utilizing the framing structure
                  define in ANSI T1.107, Digital Hierarchy Formats
                  Specifications. DS1 to DS3 Channelization requirements are
                  essentially the same as defined in BellSouth Technical
                  Reference 73501, LightGate(R) Service Interface and
                  Performance Specifications. The asynchronous M13 multiplex
                  format (combination of M12 and M23 formats) is specified for
                  terminal equipment that multiplexes 28 DS1s into a DS3.

10.5.8.4          DS1 TO STS CHANNELIZATION

10.5.8.4.1        The STS-1 signal must be framed utilizing the framing
                  structure define in ANSI T1.105, Synchronous Optical Network
                  (SONET) - Basic Description Including Multiplex Structure,
                  Rates and Formats and T1.105.02, Synchronous Optical Network
                  (SONET) - Payload Mappings. DS1 to STS Channelization
                  requirements are essentially the same as defined in BellSouth
                  Technical Reference TR 73501, LightGate(R) Service Interface
                  and Performance Specifications

10.6              DARK FIBER

10.6.1            DEFINITION
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                                                                         PAGE 36

10.6.2            Dark Fiber is optical transmission facilities without attached
                  multiplexing, aggregation or other electronics that connects
                  two points within BellSouth's network. Dark Fiber is unused
                  strands of optical fiber. It may be strands of optical fiber
                  existing in aerial or underground structure. No line
                  terminating elements terminated to such strands to
                  operationalize its transmission capabilities will be
                  available.

10.6.3            REQUIREMENTS

10.6.3.1          BellSouth shall make available Dark Fiber where it exists in
                  BellSouth's network and where, as a result of future building
                  or deployment, it becomes available. If BellSouth has plans to
                  use the fiber within a two-year period, there is no
                  requirement to provide said fiber to ITC/\DeltaCom.

10.6.3.2          If the requested dark fiber has any lightwave repeater
                  equipment interspliced to it, BellSouth will remove such
                  equipment at ITC/\DeltaCom's request subject to time and
                  materials charges.

10.6.3.3          ITC/\DeltaCom may test the quality of the Dark Fiber to
                  confirm its usability and performance specifications.

10.6.3.4          BellSouth shall use its best efforts to provide to
                  ITC/\DeltaCom information regarding the location, availability
                  and performance of Dark Fiber within ten (10) business days
                  for a records based answer and twenty (20) business days for a
                  field based answer, after receiving a request from
                  ITC/\DeltaCom ("Request"). Within such time period, BellSouth
                  shall send written confirmation of availability of the Dark
                  Fiber ("Confirmation"). From the time of the Request to
                  forty-five (45) days after Confirmation, BellSouth shall hold
                  such requested Dark Fiber for ITC/\DeltaCom's use and may not
                  allow any other party to use such media, including BellSouth.

10.6.3.5          BellSouth shall use best efforts to make Dark Fiber available
                  to ITC/\DeltaCom within thirty (30) business days after it
                  receives written confirmation from ITC/\DeltaCom that the Dark
                  Fiber previously deemed available by BellSouth is wanted for
                  use by ITC/\DeltaCom. This includes identification of
                  appropriate connection points (e.g., Light Guide
                  Interconnection (LGX) or splice points) to enable
                  ITC/\DeltaCom to connect or splice ITC/\DeltaCom provided
                  transmission media (e.g., optical fiber) or equipment to the
                  Dark Fiber.

10.6.3.6          Dark Fiber shall meet the manufacturer's design
                  specifications.

10.6.3.7          ITC/\DeltaCom may splice and test Dark Fiber obtained from
                  BellSouth using ITC/\DeltaCom or ITC/\DeltaCom designated
                  personnel. BellSouth shall provide appropriate interfaces to
                  allow splicing and testing of Dark Fiber. BellSouth shall
                  provide an excess cable length of 25 feet minimum (for fiber
                  in underground conduit) to allow the uncoiled fiber to reach
                  from the manhole to a splicing van.
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11.               TANDEM SWITCHING

11.1              DEFINITION

                  Tandem Switching is the function that establishes a
                  communications path between two switching offices through a
                  third switching office (the Tandem switch).

11.2              TECHNICAL REQUIREMENTS

11.2.1            Tandem Switching shall have the same capabilities or
                  equivalent capabilities as those described in Bell
                  Communications Research TR-TSY-000540 Issue 2R2, Tandem
                  Supplement, 6/1/90. The requirements for Tandem Switching
                  include, but are not limited to the following:

11.2.1.1          Tandem Switching shall provide signaling to establish a tandem
                  connection;

11.2.1.2          Tandem Switching will provide screening as jointly agreed to
                  by ITC/\DeltaCom and BellSouth;

11.2.1.3          Tandem Switching shall provide Advanced Intelligent Network
                  triggers supporting AIN features where such routing is not
                  available from the originating end office switch, to the
                  extent such Tandem switch has such capability;

11.2.1.4          Tandem Switching shall provide access to Toll Free number
                  portability database as designated by ITC/\DeltaCom;

11.2.1.5          Tandem Switching shall provide all trunk interconnections
                  discussed under the "Network Interconnection" section (e.g.,
                  SS7, MF, DTMF, DialPulse, PRI-ISDN, DID, and CAMA-ANI (if
                  appropriate for 911));

11.2.1.6          Tandem Switching shall provide connectivity to PSAPs where 911
                  solutions are deployed and the tandem is used for 911; and

11.2.1.7          Where appropriate, Tandem Switching shall provide connectivity
                  to transit traffic to and from other carriers.

11.2.2            Tandem Switching shall accept connections (including the
                  necessary signaling and trunking interconnections) between end
                  offices, other tandems, IXCs, ICOs, CAPs and CLEC switches.

11.2.3            Tandem Switching shall provide local tandem functionality
                  between two end offices including two offices belonging to
                  different CLECs (e.g., between a CLEC end office and the end
                  office of another CLEC).

11.2.4            Tandem Switching shall preserve CLASS/LASS features and Caller
                  ID as traffic is processed.
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11.2.5            Tandem Switching shall record billable events and send them to
                  the area billing centers designated by ITC/\DeltaCom. Tandem
                  Switching will provide recording of all billable events as
                  jointly agreed to by ITC/\DeltaCom and BellSouth.

11.2.6            Upon a reasonable request from ITC/\DeltaCom, BellSouth shall
                  perform routine testing and fault isolation on the underlying
                  switch that is providing Tandem Switching and all its
                  interconnections. The results and reports of the testing shall
                  be made immediately available to ITC/\DeltaCom.

11.2.7            BellSouth shall maintain ITC/\DeltaCom's trunks and
                  interconnections associated with Tandem Switching at least at
                  parity to its own trunks and interconnections.

11.2.8            BellSouth shall control congestion points and network
                  abnormalities. All traffic will be restricted in a non
                  discriminatory manner.

11.2.9            Selective Call Routing through the use of line class codes is
                  not available through the use of tandem switching. Selective
                  Call Routing through the use of line class codes is an end
                  office capability only. Detailed primary and overflow routing
                  plans for all interfaces available within BellSouth switching
                  network shall be mutually agreed to by ITC/\DeltaCom and
                  BellSouth.

11.2.10           Tandem Switching shall process originating toll-free traffic
                  received from ITC/\DeltaCom local switch.

11.2.11           In support of AIN triggers and features, Tandem Switching
                  shall provide SSP capabilities when these capabilities are not
                  available from the Local Switching Network Element, to the
                  extent such Tandem Switch has such capability.

11.3              INTERFACE REQUIREMENTS

11.3.1            Tandem Switching shall provide interconnection to the E911
                  PSAP where the underlying Tandem is acting as the E911 Tandem.

11.3.2            Tandem Switching shall interconnect, with direct trunks, to
                  all carriers with which BellSouth interconnects.

11.3.3            BellSouth shall provide all signaling necessary to provide
                  Tandem Switching with no loss of feature functionality.

11.3.4            Tandem Switching shall interconnect with ITC/\DeltaCom's
                  switch, using two-way trunks, for traffic that is transiting
                  via BellSouth network to interLATA or intraLATA carriers. At
                  ITC/\DeltaCom's request, Tandem Switching shall record and
                  keep records of traffic for billing.

11.3.5            Tandem Switching shall provide an alternate final routing
                  pattern for ITC/\DeltaCom traffic overflowing from direct end
                  office high usage trunk groups.
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11.4              Tandem Switching shall meet or exceed (i.e., be more favorable
                  to ITC/\DeltaCom) each of the requirements for Tandem
                  Switching set forth in the following technical references:

11.4.1            Bell Communications Research TR-TSY-000540 Issue 2R2, Tandem
                  Supplement, 6/1/90;

11.4.2            GR-905-CORE covering CCSNIS;

11.4.3            GR-1429-CORE for call management features; and GR-2863-CORE
                  and BellCore GR-2902-CORE covering CCS AIN interconnection

12.               OPERATOR SYSTEMS

                  BellSouth agrees to offer access to operator systems pursuant
                  to the terms and conditions following and at the rates set
                  forth in Attachment 11.

12.1              DEFINITION

                  Operator Systems is the Network Element that provides operator
                  and automated call handling and billing, special services,
                  customer telephone listings and optional call completion
                  services. The Operator Systems, Network Element provides two
                  types of functions: Operator Service functions and Directory
                  Assistance Service functions, each of which are described in
                  detail below.

12.2              OPERATOR SERVICE

12.2.1            DEFINITION

                  Operator Service provides: (1) operator handling for call
                  completion (for example, collect, third number billing, and
                  calling card calls), (2) operator or automated assistance for
                  billing after the customer has dialed the called number (for
                  example, calling card calls); and (3) special services
                  including but not limited to Busy Line Verification and
                  Emergency Line Interrupt (ELI), Emergency Agency Call,
                  Operator-assisted Directory Assistance, and Rate Quotes.

                  BellSouth will offer to ITC/\DeltaCom Operator Call Processing
                  Access Service BLV/BLVI. Busy Line Verification ("BLV") shall
                  be performed when one Party's Customer requests assistance
                  from the operator bureau of the other Party to determine if
                  the called line is in use. However, the operator bureau will
                  not complete the call for the Customer initiating the BLV
                  inquiry. Only one BLV attempt will be made per Customer
                  operator bureau call, and a charge shall apply whether or not
                  the called party releases the line.

                  Busy Line Verification Interrupt ("BLVI") shall be performed
                  when one Party's Customer requests the operator bureau of the
                  other Party to interrupt a telephone call in progress after
                  BLV has occurred. The operator bureau will interrupt the busy
                  line
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                                                                    ATTACHMENT 2
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                  and inform the called party, that there is a call waiting. The
                  operator bureau will only interrupt the call and will not
                  complete the telephone call of the End User initiating the
                  BLVI request. The operator bureau will make only one BLVI
                  attempt per telephone call and the applicable charge applies
                  whether or not the called party releases the line. Each
                  Party's operator bureau shall accept BLV and BLVI inquiries
                  from the operator bureau of the other Party in order to allow
                  transparent provision of BLV/BLVI Traffic between the Parties'
                  networks.

                  Each Party shall route BLV/BLVI traffic inquiries over
                  separate direct trunks (and not the Local/IntraLATA Trunks)
                  established between the Parties' respective operator bureaus.
                  ITC/\DeltaCom will route BLV and BLVI traffic to the BellSouth
                  access tandem. BellSouth will route BLV and BLVI traffic to
                  the ITC/\DeltaCom access tandem. Each Party shall compensate
                  the other Party for BLV/BLVI Traffic as set forth in
                  ATTACHMENT 11 (Pricing Schedule) to the Agreement.

12.2.2            REQUIREMENTS

12.2.2.1          When ITC/\DeltaCom requests BellSouth to provide Operator
                  Services, the following requirements apply:

12.2.2.1.1        BellSouth shall complete 0+ and 0- dialed local calls.

12.2.2.1.2        BellSouth shall complete 0+ intraLATA toll calls.

12.2.2.1.3        BellSouth shall complete calls that are billed to
                  ITC/\DeltaCom customer's calling card that can be validated by
                  BellSouth.

12.2.2.1.4        BellSouth shall complete person-to-person calls.

12.2.2.1.5        BellSouth shall complete collect calls.

12.2.2.1.6        BellSouth shall provide the capability for callers to bill to
                  a third party and complete such calls.

12.2.2.1.7        BellSouth shall complete station-to-station calls.

12.2.2.1.8        BellSouth shall process emergency calls.

12.2.2.1.9        BellSouth shall process Busy Line Verify and Emergency Line
                  Interrupt requests.

12.2.2.1.10       BellSouth shall process emergency call trace, as they do for
                  their Customers prior to the Effective Date. Call must
                  originate from a 911 provider.

12.2.2.1.11       BellSouth shall process operator-assisted directory assistance
                  calls.

12.2.2.2          BellSouth shall adhere to equal access requirements, providing
                  ITC/\DeltaCom local customers the same IXC access as provided
                  to BellSouth customers.
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12.2.2.3          BellSouth shall exercise at least the same level of fraud
                  control in providing Operator Service to ITC/\DeltaCom that
                  BellSouth provides for its own operator service.

12.2.2.4          BellSouth shall perform Billed Number Screening when handling
                  Collect, Person-to-Person, and Billed-to-Third-Party calls.

12.2.2.5          BellSouth shall direct customer account and other similar
                  inquiries to the customer service center designated by
                  ITC/\DeltaCom.

12.2.2.6          BellSouth shall provide a feed of customer call records in
                  "EMI" format to ITC/\DeltaCom in accordance with ODUF
                  standards specified in Attachment 7.

12.2.3            INTERFACE REQUIREMENTS

                  With respect to Operator Services for calls that originate on
                  local switching capability provided by or on behalf of
                  ITC/\DeltaCom, the interface requirements shall conform to the
                  then current established system interface specifications for
                  the platform used to provide Operator Service and the
                  interface shall conform to industry standards.

12.3              DIRECTORY ASSISTANCE SERVICE

12.3.1            DEFINITION

                  Directory Assistance Service provides local customer telephone
                  number listings with the option to complete the call at the
                  callers direction separate and distinct from local switching.

12.3.2            REQUIREMENTS

12.3.2.1          Directory Assistance Service shall provide up to two listing
                  requests per call. If available and if requested by
                  ITC/\DeltaCom's customer, BellSouth shall provide
                  caller-optional directory assistance call completion service
                  at rates contained in this Attachment to one of the provided
                  listings, equal to that which BellSouth provides its
                  customers. If not available, ITC/\DeltaCom may request such
                  requirement pursuant to the Bona Fide Request Process of
                  Attachment 9.

12.3.2.2          DIRECTORY ASSISTANCE SERVICE UPDATES

12.3.2.2.1        BellSouth shall update customer listings changes daily. These
                  changes include:

12.3.2.2.1.1      New customer connections: BellSouth will provide service to
                  ITC/\DeltaCom that is equal to the service it provides to
                  itself and its customers;

12.3.2.2.1.2      Customer disconnections: BellSouth will provide service to
                  ITC/\DeltaCom that is equal to the service it provides to
                  itself and its customers; and
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                                                                    ATTACHMENT 2
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12.3.2.2.1.3      Customer address changes: BellSouth will provide service to
                  ITC/\DeltaCom that is equal to the service it provides to
                  itself and its customers;

12.3.2.3          These updates shall also be provided for non-listed and
                  non-published numbers for use in emergencies.

12.4              BRANDING FOR OPERATOR CALL PROCESSING AND DIRECTORY ASSISTANCE

12.4.1            The BellSouth Operator Systems Branding Feature provides a
                  definable announcement to ITC/\DeltaCom end users using
                  Directory Assistance (DA)/Operator Call Processing (OCP) prior
                  to placing them in queue or connecting them to an available
                  operator or automated operator system. This feature allows
                  ITC/\DeltaCom to have its calls custom branded with
                  ITC/\DeltaCom name on whose behalf BellSouth is providing
                  Directory Assistance and/or Operator Call Processing. Rates
                  for Custom Branding, Operator Call Process and Directory
                  Assistance are set forth in Attachment 11.

12.4.2            BellSouth offers four service levels of branding to
                  ITC/\DeltaCom when ordering Directory Assistance and/or
                  Operator Call Processing.

12.4.2.1          Service Level 1 - BellSouth Branding

12.4.2.2          Service Level 2 - Unbranded

12.4.2.3          Service Level 3 - Custom Branding

12.4.2.4          Service Level 4 - Self Branding (applicable only to
                  ITC/\DeltaCom for Resale or use with an Unbundled Port when
                  routing to an operator service provider other than BellSouth).

12.4.3            FOR RESELLERS AND USE WITH AN UNBUNDLED PORT

12.4.3.1          BellSouth Branding is the Default Service Level.

12.4.3.2          Unbranding, Custom Branding, and Self Branding require
                  ITC/\DeltaCom to order selective routing for each originating
                  BellSouth end office identified by ITC/\DeltaCom. Rates for
                  Selective Routing are set forth in Attachment 11.

12.4.3.3          Customer Branding and Self Branding require ITC/\DeltaCom to
                  order dedicated trunking from each BellSouth end office
                  identified by ITC/\DeltaCom, to either the BellSouth Traffic
                  Operator Position System (TOPS) or ITC/\DeltaCom Operator
                  Service Provider. Rates for trunks are set forth in applicable
                  BellSouth tariffs.

12.4.3.4          Unbranding - Unbranded Directory Assistance and/or Operator
                  Call Processing calls ride common trunk groups provisioned by
                  BellSouth from those end offices
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                                                                    ATTACHMENT 2
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                  identified by ITC/\DeltaCom to the BellSouth TOPS. These calls
                  are routed to "No Announcement."

12.4.4            For Facilities Based Carriers

12.4.4.1          All Service Levels require ITC/\DeltaCom to order dedicated
                  trunking from their end office(s) point of interface to the
                  BellSouth TOPS Switches. Rates for trunks are set forth in
                  applicable BellSouth tariffs.

12.4.4.2          Customized Branding includes charges for the recording of the
                  branding announcement and the loading of the audio units in
                  each TOPS Switch, IVS and NAV equipment for which
                  ITC/\DeltaCom requires service.

                  Directory Assistance customized branding uses:

                  o  the recording of the name;

                  o  the front-end loading of the Digital Recorded Announcement
                     Machine (DRAM) in each TOPS switch.

                  Operator Call Processing customized branding uses:

                  o  the recording of the name;

                  o  the front-end loading of the DRAM in the TOPS Switch;

                  o  the back-end loading in the audio units in the Automated
                     Alternate Billing System (AABS) in the Interactive Voice
                     Subsystem (IVS);

                  o  the 0- automation loading for the audio units in the
                     Enhanced Billing and Access Service (EBAS) in the Network
                     Applications Vehicle (NAV).

12.4.4.3          BellSouth will provide at ITC/\DeltaCom's option, unbundled
                  local BellSouth switching and resold BellSouth local exchange
                  service, with selective routing of calls to a requested
                  directory assistance services platform or operator services
                  platform. ITC/\DeltaCom customers may use the same dialing
                  arrangements as BellSouth customers, but obtain a
                  ITC/\DeltaCom branded service.

12.5              DIRECTORY ASSISTANCE DATABASE SERVICE (DADS)

12.5.1            BellSouth shall make its Directory Assistance Database Service
                  (DADS) available solely for the expressed purpose of providing
                  Directory Assistance type services to ITC/\DeltaCom end users.
                  The term "end user" denotes any entity which obtains Directory
                  Assistance type services for its own use from a DADS customer.
                  Directory Assistance type service is defined as Voice
                  Directory Assistance (DA Operator assisted and Electronic
                  Directory Assistance (Data System assisted)). ITC/\DeltaCom
                  agrees that Directory Assistance Database Service (DADS) will
                  not be used for any purpose which violates federal or state
                  laws, statutes, regulatory orders or tariffs. Except for the
                  permitted users, ITC/\DeltaCom agrees not to disclose DADS to
                  others and shall provide due care in providing for the
                  security and confidentiality of DADS. Further,
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                                                                    ATTACHMENT 2
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                  ITC/\DeltaCom authorizes the inclusion of ITC/\DeltaCom
                  Subscriber listings in the BellSouth Directory Assistance
                  products.

12.5.2            BellSouth shall provide ITC/\DeltaCom initially with daily
                  updates which reflect all listing change activity occurring
                  since ITC/\DeltaCom's most recent update via magnetic tape,
                  and subsequently using electronic connectivity such as Network
                  Data Mover to be developed mutually by ITC/\DeltaCom and
                  BellSouth. ITC/\DeltaCom agrees to assume the costs associated
                  with CONNECT: Direct TM connectivity, which will vary
                  depending upon volume and mileage.

12.5.3            BellSouth will require approximately one month after receiving
                  an order to prepare the Base File. BellSouth will provide
                  daily updates which will reflect all listing change activity
                  occurring since ITC/\DeltaCom most recent update. BellSouth
                  shall provide updates to ITC/\DeltaCom on a Business,
                  Residence, or combined Business and Residence basis.
                  ITC/\DeltaCom agrees that the updates shall be used solely to
                  keep the information current. Delivery of Daily Updates will
                  commence the day after ITC/\DeltaCom receives the Base File.

12.5.4            BellSouth is authorized to include ITC/\DeltaCom Subscriber
                  List Information in its Directory Assistance Database Service
                  (DADS) and its Directory Publishers Database Service (DPDS).
                  Any other use by BellSouth of ITC/\DeltaCom Subscriber List
                  Information is not authorized and with the exception of a
                  request for DADS or DPDS, BellSouth shall refer any request
                  for such information to ITC/\DeltaCom.

12.5.5            Rates for DADS are as set forth in Attachment 11 and to the
                  extent appropriate in BellSouth General Subscriber Services
                  Tariff A38.1.

12.6              DIRECT ACCESS TO DIRECTORY ASSISTANCE SERVICE

12.6.1            Direct Access to Directory Assistance Service (DADAS) will
                  provide ITC/\DeltaCom's directory assistance operators with
                  the ability to search all available BellSouth's subscriber
                  listings using the Directory Assistance search format.
                  Subscription to DADAS will allow ITC/\DeltaCom to utilize its
                  own switch, operator workstations and optional audio
                  subsystems.

12.6.2            BellSouth will provide DADAS from its DA location.
                  ITC/\DeltaCom will access the DADAS system via a telephone
                  company provided point of availability. ITC/\DeltaCom has the
                  responsibility of providing the physical links required to
                  connect to the point of availability. These facilities may be
                  purchased from the telephone company as rates and charges
                  billed separately from the charges associated with this
                  offering.

12.6.3            A specified interface to each ITC/\DeltaCom subsystem will be
                  provided by BellSouth. Interconnection between ITC/\DeltaCom
                  system and a specified BellSouth location will be pursuant to
                  the use of ITC/\DeltaCom owned or
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                  ITC/\DeltaCom leased facilities and shall be appropriate sized
                  based upon the volume of queries being generated by
                  ITC/\DeltaCom.

12.6.4            The specifications for the three interfaces necessary for
                  interconnection are available in the following documents:

12.6.4.1          DADAS to Subscriber Operator Position System--Northern Telecom
                  Document CSI-2300-07; Universal Gateway/ Position Message
                  Interface Format Specification

12.6.4.2          DADAS to Subscriber Switch--Northern Telecom Document Q210-1
                  Version A107; NTDMS/CCIDAS System Application Protocol; and
                  AT&T Document 250-900-535 Operator Services Position System
                  Listing Service and Application Call Processing Data Link
                  Interface Specification

12.6.4.3          DADAS to Audio Subsystem (Optional)--Directory One Call
                  Control to Audio Response Unit system interface specifications
                  are available through Northern Telecom as a licensed access
                  protocol--Northern Telecom Document 355-004424 and
                  Gateway/Interactive Voice subsystem Protocol Specification

12.6.5            Rates for DADAS are as set forth in Attachment 11 and to the
                  extent appropriate in the BellSouth FCC Tariff No. 1.

13.               SIGNALING

                  Unbundled signaling and access to BellSouth's signaling
                  databases shall be provided pursuant to this Attachment and
                  Attachment 3 Section 4.8 subject to compatibility testing and
                  at the rates set forth in Attachment 11. BellSouth may provide
                  mediated access to BellSouth signaling systems and databases.
                  Available signaling elements include signaling links, signal
                  transfer points and service control points. Signaling
                  functionality will be available with both A-link and B-link
                  connectivity.

13.1              DEFINITION OF SIGNALING LINK TRANSPORT

                  Signaling Link Transport is a set of two or four dedicated 56
                  Kbps. transmission paths between CLEC-designated Signaling
                  Points of Interconnection (SPOI) that provides appropriate
                  physical diversity.

13.2              TECHNICAL REQUIREMENTS

13.2.1            Signaling Link Transport shall consist of full duplex mode 56
                  kbps transmission paths.

13.2.2            Of the various options available, Signaling Link Transport
                  shall perform in the following two ways:
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13.2.2.1          As an "A-link" which is a connection between a switch or SCP
                  and a home Signaling Transfer Point Switch (STP) pair; and

13.2.2.2          As a "B-link" which is a connection between two STP pairs in
                  different company networks (e.g., between two STP pairs for
                  two Competitive Local Exchange Carriers (CLECs)).

13.2.3            Signaling Link Transport shall consist of two or more
                  signaling link layers as follows:

13.2.3.1          An A-link layer shall consist of two links.

13.2.3.2          A B-link layer shall consist of four links.

13.2.4            A signaling link layer shall satisfy a performance objective
                  such that:

13.2.4.1          There shall be no more than two minutes down time per year for
                  an A-link layer; and

13.2.4.2          There shall be negligible (less than 2 seconds) down time per
                  year for a B-link layer.

13.2.5            A signaling link layer shall satisfy interoffice and
                  intraoffice diversity of facilities and equipment, such that:

13.2.5.1          No single failure of facilities or equipment causes the
                  failure of both links in an A-link layer (i.e., the links
                  should be provided on a minimum of two separate physical paths
                  end-to-end); and

13.2.5.2          No two concurrent failures of facilities or equipment shall
                  cause the failure of all four links in a B-link layer (i.e.,
                  the links should be provided on a minimum of three separate
                  physical paths end-to-end).

13.3              INTERFACE REQUIREMENTS

13.3.1            There shall be a DS1 (1.544 Mbps) interface at the
                  ITC/\DeltaCom-designated SPOIs. Each 56 kbps transmission path
                  shall appear as a DS0 channel within the DS1 interface.

14.               SIGNALING TRANSFER POINTS (STPS)

14.1              DEFINITION

14.2              Signaling Transfer Points is a signaling network function that
                  includes all of the capabilities provided by the signaling
                  transfer point switches (STPs) and their associated signaling
                  links which enable the exchange of SS7 messages among and
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                  between switching elements, database elements and signaling
                  transfer point switches

14.2.1            TECHNICAL REQUIREMENTS

14.2.1.1          STPs shall provide access to Network Elements connected to
                  BellSouth SS7 network. These include:

14.2.1.2          BellSouth Local Switching or Tandem Switching;

14.2.1.3          BellSouth Service Control Points/DataBases;

14.2.1.4          Third-party local or tandem switching;

14.2.1.5          Third-party-provided STPs.

14.2.2            The connectivity provided by STPs shall fully support the
                  functions of all other Network Elements connected to BellSouth
                  SS7 network. This explicitly includes the use of BellSouth SS7
                  network to convey messages which neither originate nor
                  terminate at a signaling end point directly connected to
                  BellSouth SS7 network (i.e., transient messages). When
                  BellSouth SS7 network is used to convey transient messages,
                  there shall be no alteration of the Integrated Services
                  Digital Network User Part (ISDNUP) or Transaction Capabilities
                  Application Part (TCAP) user data that constitutes the content
                  of the message.

14.2.3            If a BellSouth tandem switch routes calling traffic, based on
                  dialed or translated digits, on SS7 trunks between an
                  ITC/\DeltaCom local switch and third party local switch,
                  BellSouth SS7 network shall convey the TCAP messages that are
                  necessary to provide Call Management features (Automatic
                  Callback, Automatic Recall, and Screening List Editing)
                  between ITC/\DeltaCom local STPs and the STPs that provide
                  connectivity with the third party local switch, even if the
                  third party local switch is not directly connected to
                  BellSouth STPs.

14.2.4            STPs shall provide all functions of the MTP as defined in
                  Bellcore ANSI Interconnection Requirements. This includes:

14.2.4.1          Signaling Data Link functions, as defined in Bellcore ANSI
                  Interconnection Requirements,

14.2.4.2          Signaling Link functions, as defined in Bellcore ANSI
                  Interconnection Requirements, and

14.2.4.3          Signaling Network Management functions, as defined in Bellcore
                  ANSI Interconnection Requirements.

14.2.5            STPs shall provide all functions of the SCCP necessary for
                  Class 0 (basic connectionless) service, as defined in Bellcore
                  ANSI Interconnection
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                  Requirements. In particular, this includes Global Title
                  Translation (GTT) and SCCP Management procedures, as specified
                  in T1.112.4. In cases where the destination signaling point is
                  a ITC/\DeltaCom or third party local or tandem switching
                  system directly connected to BellSouth SS7 network, BellSouth
                  shall perform final GTT of messages to the destination and
                  SCCP Subsystem Management of the destination. In all other
                  cases, BellSouth shall perform intermediate GTT of messages to
                  a gateway pair of STPs in an SS7 network connected with
                  BellSouth SS7 network, and shall not perform SCCP Subsystem
                  Management of the destination. If BellSouth performs final GTT
                  to a ITC/\DeltaCom database, then ITC/\DeltaCom agrees to
                  provide BellSouth with the Destination Point Code for the
                  ITC/\DeltaCom database.

14.2.6            STPs shall provide on a non-discriminatory basis all functions
                  of the OMAP commonly provided by STPs, as specified in the
                  reference in Section 12.4.5 of this Attachment. All OMAP
                  functions will be on a "where available" basis and can
                  include:

14.2.6.1          MTP Routing Verification Test (MRVT) and

14.2.6.2          SCCP Routing Verification Test (SRVT).

14.2.7            In cases where the destination signaling point is a BellSouth
                  local or tandem switching system or database, or is an
                  ITC/\DeltaCom or third party local or tandem switching system
                  directly connected to the BellSouth SS7 network, STPs shall
                  perform MRVT and SRVT to the destination signaling point. In
                  all other cases, STPs shall perform MRVT and SRVT to a gateway
                  pair of STPs in an SS7 network connected with the BellSouth
                  SS7 network. This requirement shall be superseded by the
                  specifications for Internetwork MRVT and SRVT if and when
                  these become approved ANSI standards and available
                  capabilities of BellSouth STPs, and if mutually agreed upon by
                  ITC/\DeltaCom and BellSouth.

14.2.8            STPs shall be on parity with BellSouth.

14.2.9            SS7 ADVANCED INTELLIGENT NETWORK (AIN) ACCESS

14.2.9.1          When technically feasible and upon request by ITC/\DeltaCom,
                  SS7 Access shall be made available in association with
                  unbundled switching. SS7 AIN Access is the provisioning of AIN
                  0.1 triggers in an equipped BellSouth local switch and
                  interconnection of the BellSouth SS7 network with the
                  ITC/\DeltaCom SS7 network to exchange TCAP queries and
                  responses with an ITC/\DeltaCom SCP.

14.2.9.2          SS7 AIN Access shall provide ITC/\DeltaCom SCP access to
                  BellSouth local switch in association with unbundled switching
                  via interconnection of BellSouth SS7 and ITC/\DeltaCom SS7
                  Networks. BellSouth shall offer SS7 access through its STPs.
                  If BellSouth requires a mediation device on any part of its
                  network specific to this form of access, BellSouth must route
                  its messages in the same
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                  manner. The interconnection arrangement shall result in the
                  BellSouth local switch recognizing the ITC/\DeltaCom SCP as at
                  least at parity with BellSouth's SCP's in terms of interfaces,
                  performance and capabilities.

14.3              INTERFACE REQUIREMENTS

14.3.1            BellSouth shall provide the following STPs options to connect
                  ITC/\DeltaCom or ITC/\DeltaCom-designated local switching
                  systems or STPs to BellSouth SS7 network:

14.3.1.1          An A-link interface from ITC/\DeltaCom local switching
                  systems; and,

14.3.1.2          A B-link interface from ITC/\DeltaCom local STPs.

14.3.2            Each type of interface shall be provided by one or more sets
                  (layers) of signaling links.

14.3.3            The Signaling Point of Interconnection (SPOI) for each link
                  shall be located at a cross-connect element, such as a DSX-1,
                  in the Central Office (CO) where BellSouth STP is located.
                  There shall be a DS1 or higher rate transport interface at
                  each of the SPOIs. Each signaling link shall appear as a DS0
                  channel within the DS1 or higher rate interface. BellSouth
                  shall offer higher rate DS1 signaling for interconnecting
                  ITC/\DeltaCom local switching systems or STPs with BellSouth
                  STPs as soon as these become approved ANSI standards and
                  available capabilities of BellSouth STPs. BellSouth and
                  ITC/\DeltaCom will work jointly to establish mutually
                  acceptable SPOIs.

14.3.4            BellSouth CO shall provide intraoffice diversity between the
                  SPOIs and BellSouth STPs, so that no single failure of
                  intraoffice facilities or equipment shall cause the failure of
                  both B-links in a layer connecting to a BellSouth STP.
                  BellSouth and ITC/\DeltaCom will work jointly to establish
                  mutually acceptable SPOIs.

14.3.5            BellSouth shall provide MTP and SCCP protocol interfaces that
                  shall conform to all sections relevant to the MTP or SCCP in
                  the following specifications:

14.3.5.1          Bellcore GR-905-CORE, Common Channel Signaling Network
                  Interface Specification (CCSNIS) Supporting Network
                  Interconnection, Message Transfer Part (MTP), and Integrated
                  Services Digital Network User Part (ISDNUP);

14.3.5.2          Bellcore GR-1432-CORE, CCS Network Interface Specification
                  (CCSNIS) Supporting Signaling Connection Control Part (SCCP)
                  and Transaction Capabilities Application Part (TCAP).

14.3.6            MESSAGE SCREENING

14.3.6.1          BellSouth shall set message screening parameters so as to
                  accept valid messages from ITC/\DeltaCom local or tandem
                  switching systems destined to any signaling
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                  point within BellSouth's SS7 network where the ITC/\DeltaCom
                  switching system has a legitimate signaling relation.

14.3.6.2          BellSouth shall set message screening parameters so as to pass
                  valid messages from ITC/\DeltaCom local or tandem switching
                  systems destined to any signaling point or network accessed
                  through BellSouth's SS7 network where the ITC/\DeltaCom
                  switching system has a legitimate signaling relation.

14.3.6.3          BellSouth shall set message screening parameters so as to
                  accept and pass/send valid messages destined to and from
                  ITC/\DeltaCom from any signaling point or network
                  interconnected through BellSouth's SS7 network where the
                  ITC/\DeltaCom SCP has a legitimate signaling relation.

14.4              STPs shall be equal to or better than all of the requirements
                  for STPs set forth in the following technical references:

14.4.1            ANSI T1.111-1992 American National Standard for
                  Telecommunications - Signaling System Number 7 (SS7) - Message
                  Transfer Part (MTP);

14.4.2            ANSI T1.111A-1994 American National Standard for
                  Telecommunications - Signaling System Number 7 (SS7) - Message
                  Transfer Part (MTP) Supplement;

14.4.3            ANSI T1.112-1992 American National Standard for
                  Telecommunications - Signaling System Number 7 (SS7) -
                  Signaling Connection Control Part (SCCP);

14.4.4            ANSI T1.115-1990 American National Standard for
                  Telecommunications - Signaling System Number 7 (SS7) -
                  Monitoring and Measurements for Networks;

14.4.5            ANSI T1.116-1990 American National Standard for
                  Telecommunications - Signaling System Number 7 (SS7) -
                  Operations, Maintenance and Administration Part (OMAP);

14.4.6            ANSI T1.118-1992 American National Standard for
                  Telecommunications - Signaling System Number 7 (SS7) -
                  Intermediate Signaling Network Identification (ISNI);

14.4.7            Bellcore GR-905-CORE, Common Channel Signaling Network
                  Interface Specification (CCSNIS) Supporting Network
                  Interconnection, Message Transfer Part (MTP), and Integrated
                  Services Digital Network User Part (ISDNUP); and

14.4.8            Bellcore GR-1432-CORE, CCS Network Interface Specification
                  (CCSNIS) Supporting Signaling Connection Control Part (SCCP)
                  and Transaction Capabilities Application Part (TCAP).

15.               SERVICE CONTROL POINTS/DATABASES
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15.1              DEFINITION

15.1.1            Databases provide the functionality for storage of, access to,
                  and manipulation of information required to offer a particular
                  service and/or capability. Databases include, but are not
                  limited to: Local Number Portability, Toll Free Number
                  Database, Automatic Location Identification/Data Management
                  System, access to Service Creation Environment and Service
                  Management System (SCE/SMS) application databases and
                  Directory Assistance.

15.1.2            A Service Control Point (SCP) is a specific type of Database
                  functionality deployed in a Signaling System 7 (SS7) network
                  that executes service application logic in response to SS7
                  queries sent to it by a switching system also connected to the
                  SS7 network. Service Management Systems provide operational
                  interfaces to allow for provisioning, administration and
                  maintenance of subscriber data and service application data
                  stored in SCPs.

15.2              TECHNICAL REQUIREMENTS FOR SCPS/DATABASES

                  Requirements for SCPs/Databases within this section address
                  storage of information, access to information (e.g. signaling
                  protocols, response times), and administration of information
                  (e.g., provisioning, administration, and maintenance). All
                  SCPs/Databases shall be provided to ITC/\DeltaCom in
                  accordance with the following requirements.

15.2.1            BellSouth shall provide physical access to SCPs through the
                  SS7 network and protocols with TCAP as the application layer
                  protocol.

15.2.2            BellSouth shall provide physical interconnection to databases
                  via industry standard interfaces and protocols (e.g. SS7, ISDN
                  and X.25).

15.2.3            The reliability of interconnection options shall be consistent
                  with requirements for diversity and survivability.

15.2.4            DATABASE AVAILABILITY

                  Call processing databases shall have a maximum unscheduled
                  availability of 30 minutes per year. Unavailability due to
                  software and hardware upgrades shall be scheduled during
                  minimal usage periods and only be undertaken upon proper
                  notification to providers which might be impacted. Any
                  downtime associated with the provision of call processing
                  related databases will impact all service providers, including
                  BellSouth, equally.

15.2.5            The operational interface provided by BellSouth shall complete
                  Database transactions (i.e., add, modify, delete) for
                  ITC/\DeltaCom customer records stored in BellSouth databases
                  within 3 days, or sooner where BellSouth provisions its own
                  customer records within a shorter interval.
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15.3              LOCAL NUMBER PORTABILITY DATABASE

15.3.1            DEFINITION

                  The Permanent Number Portability (PNP) database supplies
                  routing numbers for calls involving numbers that have been
                  ported from one local service provider to another. PNP is
                  currently being worked in industry forums. The results of
                  these forums will dictate the industry direction of PNP.
                  BellSouth agrees to provide access to the PNP database at
                  rates, terms and conditions as set forth by BellSouth and in
                  accordance with an effective FCC or Commission directive.

15.4              LINE INFORMATION DATABASE (LIDB)

15.4.1            DEFINITION

                  The Line Information Database (LIDB) is a transaction-oriented
                  database accessible through Common Channel Signaling (CCS)
                  networks. It contains records associated with customer Line
                  Numbers and Special Billing Numbers. LIDB accepts queries from
                  other Network Elements and provides appropriate responses. The
                  query originator need not be the owner of LIDB data. LIDB
                  queries include functions such as screening billed numbers
                  that provides the ability to accept Collect or Third Number
                  Billing calls and validation of Telephone Line Number based
                  non-proprietary calling cards. The interface for the LIDB
                  functionality is the interface between BellSouth CCS network
                  and other CCS networks. LIDB also interfaces to administrative
                  systems.

15.4.1.1          BellSouth will store in its LIDB only records relating to
                  service in the BellSouth region.

15.4.1.2          Prior to the availability of a long-term solution for LNP,
                  BellSouth shall enable ITC/\DeltaCom to store in BellSouth's
                  LIDB any customer, Line Number or Special Billing Number
                  record, whether ported or not, for which the ITC/\DeltaCom
                  dedicated NPA-NXX or RAO-0/1XX Group is supported by that
                  LIDB.

15.4.1.4          Subsequent to the availability of a long-term solution for
                  LNP, BellSouth shall enable ITC/\DeltaCom to store in
                  BellSouth's LIDB any customer, Line Number or Special Billing
                  Number record, whether ported or not, regardless of the
                  number's dedicated NPA-NXX or RAO [NXX]-0/1XX.

15.4.2            TECHNICAL REQUIREMENTS

                  BellSouth will offer to ITC/\DeltaCom any additional
                  capabilities that are developed for LIDB during the life of
                  this Agreement.

15.4.2.1          BellSouth shall process ITC/\DeltaCom's Customer records in
                  LIDB at least at parity with BellSouth customer records, with
                  respect to other LIDB functions. BellSouth shall indicate to
                  ITC/\DeltaCom what additional functions (if any) are performed
                  by LIDB in the BellSouth network.
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15.4.2.2          Within two (2) weeks after a request by ITC/\DeltaCom,
                  BellSouth shall provide ITC/\DeltaCom with a list of the
                  customer data items which ITC/\DeltaCom would have to provide
                  in order to support each required LIDB function. The list
                  shall indicate which data items are essential to LIDB
                  function, and which are required only to support certain
                  services. For each data item, the list shall show the data
                  formats, the acceptable values of the data item and the
                  meaning of those values.

15.4.2.3          BellSouth shall provide LIDB systems for which operating
                  deficiencies that would result in calls being blocked, shall
                  not exceed 30 minutes per year.

15.4.2.4          BellSouth shall provide LIDB systems for which operating
                  deficiencies that would not result in calls being blocked
                  shall not exceed 12 hours per year.

15.4.2.5          BellSouth shall provide LIDB systems for which the LIDB
                  function shall be in overload no more than 12 hours per year.

15.4.2.6          All additions, updates and deletions of ITC/\DeltaCom data to
                  the LIDB shall be solely at the direction of ITC/\DeltaCom.
                  Such direction from ITC/\DeltaCom will not be required where
                  the addition, update or deletion is necessary to perform
                  standard fraud control measures (e.g., calling card
                  auto-deactivation).

15.4.2.7          BellSouth shall provide priority updates to LIDB for
                  ITC/\DeltaCom data upon ITC/\DeltaCom's request (e.g., to
                  support fraud detection), via password-protected telephone
                  card, facsimile, or electronic mail within one hour of notice
                  from the established BellSouth contact.

15.4.2.8          BellSouth shall provide LIDB systems such that no more than
                  0.01% of ITC/\DeltaCom customer records will be missing from
                  LIDB, as measured by ITC/\DeltaCom audits. BellSouth will
                  audit ITC/\DeltaCom records in LIDB against DBAS to identify
                  record mismatches and provide this data to a designated
                  ITC/\DeltaCom contact person to resolve the status of the
                  records and BellSouth will update system appropriately.
                  BellSouth will refer record of mis-matches to ITC/\DeltaCom
                  within one business day of audit. Once reconciled records are
                  received back from ITC/\DeltaCom, BellSouth will update LIDB
                  the same business day if less than 500 records are received
                  before 1:00PM Central Time. If more than 500 records are
                  received, BellSouth will contact ITC/\DeltaCom to negotiate a
                  time frame for the updates, not to exceed three business days.

15.4.2.9          BellSouth shall perform backup and recovery of all of
                  ITC/\DeltaCom's data in LIDB including sending to LIDB all
                  changes made since the date of the most recent backup copy, in
                  at least the same time frame BellSouth performs backup and
                  recovery of BellSouth data in LIDB for itself. Currently,
                  BellSouth performs backups of the LIDB for itself on a weekly
                  basis and when a new software release is scheduled, a backup
                  is performed prior to loading the new release.
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15.4.2.10         BellSouth shall provide ITC/\DeltaCom with LIDB reports of
                  data which are missing or contain errors, as well as any
                  misroute errors, within a reason time period as negotiated
                  between ITC/\DeltaCom and BellSouth.

15.4.2.11         BellSouth shall prevent any access to or use of ITC/\DeltaCom
                  data in LIDB by BellSouth personnel that are outside of
                  established administrative and fraud control personnel, or by
                  any other party that is not authorized by ITC/\DeltaCom in
                  writing.

15.4.2.12         BellSouth shall provide ITC/\DeltaCom performance of the LIDB
                  Data Screening function, which allows a LIDB to completely or
                  partially deny specific query originators access to LIDB data
                  owned by specific data owners, for Customer Data that is part
                  of an NPA-NXX or RAO-0/1XX wholly or partially owned by
                  ITC/\DeltaCom at least at parity with BellSouth Customer Data.
                  BellSouth shall obtain from ITC/\DeltaCom the screening
                  information associated with LIDB Data Screening of
                  ITC/\DeltaCom data in accordance with this requirement.
                  BellSouth currently does not have LIDB Data Screening
                  capabilities. When such capability is available, BellSouth
                  shall offer it to ITC/\DeltaCom under the Bona Fide Request
                  process of Attachment 9.

15.4.2.13         BellSouth shall accept queries to LIDB associated with
                  ITC/\DeltaCom customer records, and shall return responses in
                  accordance with industry standards.

15.4.2.14         BellSouth shall provide mean processing time at the LIDB
                  within 0.50 seconds under normal conditions as defined in
                  industry standards.

15.4.2.15         BellSouth shall provide processing time at the LIDB within 1
                  second for 99% of all messages under normal conditions as
                  defined in industry standards.

15.4.3            INTERFACE REQUIREMENTS

                  BellSouth shall offer LIDB in accordance with the requirements
                  of this subsection.

15.4.3.1          The interface to LIDB shall be in accordance with the
                  technical references contained within.

15.4.3.2          The CCS interface to LIDB shall be the standard interface
                  described herein.

15.4.3.3          The LIDB Data Base interpretation of the ANSI-TCAP messages
                  shall comply with the technical reference herein. Global Title
                  Translation shall be maintained in the signaling network in
                  order to support signaling network routing to the LIDB.

15.5              BELLSOUTH SWA 8XX TOLL FREE DIALING TEN DIGIT SCREENING
                  SERVICE

                  All of the negotiated rates, terms and conditions set forth in
                  this Section pertain to the provision of 8XX Access Ten Digit
                  Screening Services.
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15.5.1            BellSouth SWA 8XX Toll Free Dialing Ten Digit Screening
                  Service database

15.5.2            The BellSouth SWA 8XX Toll Free Dialing Ten Digit Screening
                  Service database (herein known as 8XX SCP) is a SCP that
                  contains customer record information and functionality to
                  provide call-handling instructions for 8XX calls. The 8XX SCP
                  IN software stores data downloaded from the national SMS and
                  provides the routing instructions in response to queries from
                  the SSP or tandem. The BellSouth SWA 8XX Toll Free Dialing Ten
                  Digit Screening Service (herein know as 8XX TFD), utilizes the
                  8XX SCP to provide identification and routing of the 8XX
                  calls, based on the ten digits dialed. 8XX TFD is provided
                  with or without POTS number delivery, dialing number delivery,
                  and other optional complex features as selected by
                  ITC/\DeltaCom. BellSouth shall provide 8XX TFD in accordance
                  with the following:

15.5.3            TECHNICAL REQUIREMENTS

15.5.4            BellSouth shall provide ITC/\DeltaCom with access to the 8XX
                  record information located in the 8XX SCP. The 8XX SCP
                  contains current records as received from the national SMS and
                  will provide for routing 8XX originating calls based on the
                  dialed ten digit 8XX number.

15.5.5            The 8XX SCP is designated to receive and respond to queries
                  using the American National Standard Specification of
                  Signaling System Seven (SS7) protocol. The 8XX SCP shall
                  determine the carrier identification based on all ten digits
                  of the dialed number and route calls to the carrier, POTS
                  number, dialing number and/or other optional feature selected
                  by ITC/\DeltaCom.

15.5.6            The SCP shall also provide, at ITC/\DeltaCom's option, such
                  additional feature as described in SR-TSV-002275 (BOC Notes on
                  BellSouth Networks, SR-TSV-002275, Issue 2, (Telcordia
                  (formerly BellCore), April 1994)) as are available to
                  BellSouth. These may include but are not limited to:

15.5.7            Network Management;

15.5.8            Customer Sample Collection; and

15.5.9            Service Maintenance.

15.6              Automatic Location Identification/Data Management System
                  (ALI/DMS)

                  The ALI/DMS Database contains customer information (including
                  name, address, telephone information, and sometimes special
                  information from the local service provider or customer) used
                  to determine to which Public Safety Answering Point (PSAP) to
                  route the call. The ALI/DMS database is used to provide more
                  routing flexibility for E911 calls than Basic 911. BellSouth
                  shall provide the Emergency Services Database in accordance
                  with the following:

15.6.1            TECHNICAL REQUIREMENTS
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15.6.1.1          BellSouth shall offer ITC/\DeltaCom a data link to the ALI/DMS
                  database or permit ITC/\DeltaCom to provide its own data link
                  to the ALI/DMS database. BellSouth shall provide error reports
                  from the ALI/DMS database to ITC/\DeltaCom immediately after
                  ITC/\DeltaCom inputs information into the ALI/DMS database.
                  Alternately, ITC/\DeltaCom may utilize BellSouth, to enter
                  customer information into the data base on a demand basis, and
                  validate customer information on a demand basis.

15.6.1.2          The ALI/DMS database shall contain the following customer
                  information:

15.6.1.2.1        Name;

15.6.1.2.2        Address;

15.6.1.2.3        Telephone number; and

15.6.1.2.4        Other information as appropriate (e.g., whether a customer is
                  blind or deaf or has another disability).

15.6.1.3          When the BellSouth is responsible for administering the
                  ALI/DMS database in its entirety, ported number NXXs entries
                  for the ported numbers should be maintained unless
                  ITC/\DeltaCom requests otherwise and shall be updated if
                  ITC/\DeltaCom requests, provided ITC/\DeltaCom supplies
                  BellSouth with the updates.

15.6.1.4          When Remote Call Forwarding (RCF) is used to provide number
                  portability to the local customer and a remark or other
                  appropriate field information is available in the database,
                  the shadow or "forwarded-to" number and an indication that the
                  number is ported shall be added to the customer record.

15.6.1.5          If BellSouth is responsible for configuring PSAP features (for
                  cases when the PSAP or BellSouth supports an ISDN interface)
                  it shall ensure that CLASS Automatic Recall (Call Return) is
                  not used to call back to the ported number. Although BellSouth
                  currently does not have ISDN interface, BellSouth agrees to
                  comply with this requirement once ISDN interfaces are in
                  place.

15.6.2            INTERFACE REQUIREMENTS

                  The interface between the E911 Switch or Tandem and the
                  ALI/DMS database for ITC/\DeltaCom customers shall meet
                  industry standards.

15.7              DIRECTORY ASSISTANCE DATABASE

                  BellSouth shall make its directory assistance database
                  available to ITC/\DeltaCom in order to allow ITC/\DeltaCom to
                  provide its customers with the same directory assistance
                  telecommunications services BellSouth provides to BellSouth
                  customers. BellSouth shall provide ITC/\DeltaCom with an
                  initial feed via magnetic tape and daily update initially via
                  magnetic tape and subsequently via an
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                  electronic gateway to be developed mutually by ITC/\DeltaCom
                  and BellSouth of customer address and number changes.
                  Directory Assistance Services must provide both the ported and
                  ITC/\DeltaCom telephone numbers to the extent available in
                  BellSouth's database assigned to a customer. Privacy
                  indicators must be properly identified to assure the
                  non-published numbers are accurately identified.

15.8              CALLING NAME (CNAM) DATABASE SERVICE.

                  ITC/\DeltaCom may provide to its account manager a written
                  request to enter into a CNAM agreement with BellSouth. If
                  ITC/\DeltaCom is interested in requesting CNAM with volume and
                  term pricing, ITC/\DeltaCom must contact its account manager
                  and specifically request a CNAM volume and term agreement.

15.9              SCPs/Databases shall be equal to or better than all of the
                  requirements for SCPs/Databases set forth in the following
                  technical references:

15.9.1            GR-246-CORE, Bell Communications Research Specification of
                  Signaling System Number 7, ISSUE 1 (Bellcore, December 199);

15.9.2            GR-1432-CORE, CCS Network Interface Specification (CCSNIS)
                  Supporting Signaling Connection Control Part (SCCP) and
                  Transaction Capabilities Application Part (TCAP). (Bellcore,
                  March 1994);

15.9.3            GR-954-CORE, CCS Network Interface Specification (CCSNIS)
                  Supporting Line Information Database (LIDB) Service 6, Issue
                  1, Rev. 1 (Bellcore, October 1995);

15.9.4            GR-1149-CORE, OSSGR Section 10: System Interfaces, Issue 1
                  (Bellcore, October 1995) (Replaces TR-NWT-001149);

15.9.5            BellCore GR-1158-CORE, OSSGR Section 22.3: Line Information
                  Database 6, Issue (Bellcore, October 1995);

15.9.6            BellCore GR-1428-CORE, CCS Network Interface Specification
                  (CCSNIS) Supporting Toll Free Service (Bellcore, May 1995);
                  and

15.9.7            BOC Notes on BellSouth Networks, SR-TSV-002275, ISSUE 2,
                  (Bellcore, April 1994).

15.10             Service Creation Environment and Service Management System
                  (SCE/SMS) Advanced Intelligent Network (AIN) Access.

15.10.1           BellSouth's Service Creation Environment and Service
                  Management System (SCE/SMS) Advanced Intelligent Network (AIN)
                  Access shall provide ITC/\DeltaCom the capability that will
                  allow ITC/\DeltaCom and other third parties to create service
                  applications in a BellSouth Service Creation Environment and
                  deploy those applications in a BellSouth SMS to a BellSouth
                  SCP. The third
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                  party service applications interact with AIN triggers
                  provisioned on a BellSouth SSP.

15.10.2           BellSouth's SCE/SMS AIN Access shall provide access to SCE
                  hardware, software, testing and technical support (e.g., help
                  desk, system administrator) resources available to
                  ITC/\DeltaCom. Scheduling procedures shall provide
                  ITC/\DeltaCom equivalent priority to these resources.

15.10.3           BellSouth SCP shall partition and protect ITC/\DeltaCom
                  service logic and data from unauthorized access, execution or
                  other types of compromise.

15.10.4           When ITC/\DeltaCom selects SCE/SMS AIN Access, BellSouth shall
                  provide training, documentation, and technical support to
                  enable ITC/\DeltaCom to use BellSouth's SCE/SMS AIN Access to
                  create and administer applications. Training, documentation,
                  and technical support will address use of SCE and SMS access
                  and administrative functions, but will not include support for
                  the creation of a specific service application.

15.10.5           When ITC/\DeltaCom selects SCE/SMS AIN Access, BellSouth shall
                  provide for a secure, controlled access environment in
                  association with its internal use of AIN components.
                  ITC/\DeltaCom access will be provided via remote data
                  connection (e.g., dial-in, ISDN).

15.10.6           When ITC/\DeltaCom selects SCE/SMS AIN Access, BellSouth shall
                  allow ITC/\DeltaCom to download data forms and/or tables to
                  BellSouth SCP via BellSouth SMS without intervention from
                  BellSouth (e.g., service customization and customer
                  subscription).

16.               PREORDERING LOOP MAKEUP (LMU)

16.1              DESCRIPTION OF SERVICE

16.1.1            BellSouth shall make available to ITC/\DeltaCom loop makeup
                  (LMU) data for BellSouth's network facilities. This section
                  addresses LMU as a preordering transaction, distinct from
                  ITC/\DeltaCom ordering any other service(s). Loop Makeup
                  Service Inquiries (LMUSI) for preordering loop makeup are
                  likewise unique from other preordering functions with
                  associated service inquiries (SI) as described in this
                  Agreement.

16.1.1.2          BellSouth will provide ITC/\DeltaCom with loop makeup
                  information consisting of the composition of the loop material
                  (copper/fiber); the existence, location and type of equipment
                  on the loop, including but not limited to digital loop carrier
                  or other remote concentration devises, feeder/distribution
                  interfaces, bridge taps, load coils, pair-gain devices; the
                  loop length; and the wire gauge. The LMUSI may be utilized by
                  ITC/\DeltaCom for the purpose of determining whether the loop
                  requested is capable of supporting DSL service or other
                  advanced data
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                  services. The determination shall be made solely by
                  ITC/\DeltaCom and BellSouth shall not be liable in any way for
                  the performance of the advanced data services provisioned over
                  said loop.

16.1.1.3          BellSouth's LMU information is provided to ITC/\DeltaCom as it
                  exists either in BellSouth's databases or in its hard copy
                  facility records. BellSouth does not guarantee accuracy or
                  reliability of the LMU information provided.

16.1.1.4          Mechanized LMU is available for limited deployment to those
                  CLECs that have effective X-Digital Subscriber Line (xDSL)
                  Beta Test Agreements in place with BellSouth.

16.1.2            SUBMITTING LOOP MAKEUP SERVICE INQUIRIES

16.1.2.1          ITC/\DeltaCom will be able to obtain LMU information by
                  submitting a LMUSI mechanically or manually. MECHANIZED LMUSIs
                  should be submitted through BellSouth's Operational Support
                  Systems interfaces. After obtaining the resulting loop data
                  from the mechanized LMUSI process, if ITC/\DeltaCom determines
                  that it needs further loop data information in order to make a
                  determination of loop service capability, ITC/\DeltaCom may
                  initiate a separate manual SI for a separate nonrecurring
                  charge as set forth in Section 2.14.3.

16.1.2.2          MANUAL

16.1.2.3          LMUSIs shall be submitted on the preordering manual LMUSI form
                  by means of fax or electronic-mail to BellSouth's Complex
                  Resale Support Group (CRSG)/Account Team utilizing the
                  Preordering Loop Makeup Service Inquiry form. The standard
                  service interval for the return of a Loop Makeup Manual
                  Service Inquiry is seven business days which is the same as
                  BellSouth's own internal guidelines. This service interval is
                  distinct from the interval applied to the subsequent service
                  order. Manual LMUSIs are not subject to expedite requests.

16.2              LMUSI TYPES & ASSOCIATED CHARGES

                  ITC/\DeltaCom may request LMU information by submitting LMUSIs
                  in accordance with the rate elements in Attachment 11.

16.2.1            ITC/\DeltaCom will be assessed a nonrecurring charge for each
                  facility queried as specified in the table above. Rates for
                  all states are interim and subject to true-up pending approval
                  of final rates by the respective State Commissions. True-ups
                  will be retroactive to the effective date of this Agreement.

16.2.2            ITC/\DeltaCom may reserve facilities for up to four (4) days
                  in connection with a LMUSI. Reserved facilities for which
                  ITC/\DeltaCom does not plan to place a UNE local service
                  request (LSR) should be cancelled by ITC/\DeltaCom. Should
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                  ITC/\DeltaCom wish to cancel a reservation on a spare
                  facility, the cancellation will require a facility reservation
                  number (RESID/FRN).

16.2.3            The reservation holding timeframe is a maximum of four days
                  from the time that BellSouth's LMU data is returned to
                  ITC/\DeltaCom for the facility queried. During this holding
                  time and prior to ITC/\DeltaCom's placing an LSR, the reserved
                  facilities are rendered unavailable to other customers,
                  whether for CLEC(s) or for BellSouth. Notwithstanding the
                  foregoing, BellSouth does not guarantee that a reservation
                  will assure ITC/\DeltaCom's ability to order the exact
                  facility reserved.

16.2.4            If ITC/\DeltaCom does not submit an LSR for a UNE service
                  order on a reserved facility within the four-day reservation
                  timeframe, the reservation of that spare facility will become
                  invalid and the facility will be released.

16.2.5            Charges for preordering LMUSI are separate from any charges
                  associated with ordering other services from BellSouth.

16.3              ORDERING OF OTHER UNE SERVICES

16.3.1            Whenever ITC/\DeltaCom has reserved a facility through
                  BellSouth's preordering LMU service, should ITC/\DeltaCom seek
                  to place a subsequent UNE LSR on a reserved facility,
                  ITC/\DeltaCom shall provide BellSouth the RESID/FRN of the
                  single spare facility on the appropriate UNE LSR.,
                  ITC/\DeltaCom will be billed the appropriate rate element for
                  the specific type UNE loop ordered by ITC/\DeltaCom as set
                  forth in this Attachment. ITC/\DeltaCom will not be billed any
                  additional Loop Makeup charges for the loop so ordered. Should
                  ITC/\DeltaCom choose to place a UNE LSR having previously
                  submitted a request for preordering LMU WITHOUT a reservation,
                  ITC/\DeltaCom will be billed the appropriate rate element for
                  the specific UNE loop ordered as well as additional Loop
                  Markup charges as set forth in this Attachment. Rates are
                  provided in the UNE Rate Exhibits for Attachment 11.

16.3.2            Where ITC/\DeltaCom submits an LSR to order facilities
                  reserved during the LMUSI process, BellSouth will use its best
                  efforts to assign to ITC/\DeltaCom the facility reserved as
                  indicated on the return of the LMU.

                  To the extent applicable, multi-facility reservations per
                  single RESID/FRN as provided with the mechanized LMUSI process
                  are less likely to result in the specific assignment requested
                  by ITC/\DeltaCom. For those occasions when BellSouth's
                  assignment system cannot assign the specific facility reserved
                  by ITC/\DeltaCom during the LMU pre-ordering transaction,
                  BellSouth will assign to ITC/\DeltaCom, subject to
                  availability, a facility that meets the BellSouth technical
                  standards of the BellSouth type loop as ordered by
                  ITC/\DeltaCom. If the ordered loop type is not available,
                  ITC/\DeltaCom may utilize the Unbundled
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                  Loop Modification process or the Special Construction process,
                  as applicable, to obtain the loop type ordered.

                  BellSouth offers LMU information for the sole purpose of
                  allowing ITC/\DeltaCom to determine whether, in CLEC's
                  judgment, BellSouth's loops will support the specific services
                  that ITC/\DeltaCom wishes to provide over those loops.
                  ITC/\DeltaCom may choose to use equipment that it deems will
                  enable it to provide a certain type and level of service over
                  a particular BellSouth loop; however, such configurations may
                  not match BellSouth's or the industry's standards and
                  specifications for the intended type and level of service.
                  Accordingly, ITC/\DeltaCom shall be responsible for insuring
                  that the specific loop type (ADSL, HDSL, or otherwise) ordered
                  on the LSR matches the LMU of the facility requested.
                  ITC/\DeltaCom bears full responsibility for being
                  knowledgeable of BellSouth's technical standards and the
                  specifications of BellSouth's loops. ITC/\DeltaCom bears full
                  responsibility for making the appropriate ordering decisions
                  of matching BellSouth loops with ITC/\DeltaCom's equipment for
                  accomplishing ITC/\DeltaCom's end goal for the intended
                  service it wishes to provide its end-user(s). ITC/\DeltaCom is
                  fully responsible for any of its service configurations that
                  may differ from BellSouth's technical standard for the loop
                  type ordered.

17.               SS7 NETWORK INTERCONNECTION

17.1.1            DEFINITION

                  SS7 Network Interconnection is the interconnection of
                  ITC/\DeltaCom local Signaling Transfer Point Switches (STP)
                  and ITC/\DeltaCom local or tandem switching systems with
                  BellSouth STPs. This interconnection provides connectivity
                  that enables the exchange of SS7 messages among BellSouth
                  switching systems and databases (DBs), ITC/\DeltaCom local or
                  tandem switching systems, and other third-party switching
                  systems directly connected to the BellSouth SS7 network.

17.1.2            TECHNICAL REQUIREMENTS

17.1.2.1          SS7 Network Interconnection shall provide connectivity to all
                  components of the BellSouth SS7 network. These include:

17.1.2.1.1        BellSouth local or tandem switching systems;

17.1.2.1.2        BellSouth DBs; and

17.1.2.1.3        Other third-party local or tandem switching systems.
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17.1.2.2          The connectivity provided by SS7 Network Interconnection shall
                  fully support the functions of BellSouth switching systems and
                  DBs and ITC/\DeltaCom or other third-party switching systems
                  with A-link access to the BellSouth SS7 network.

                  If traffic is routed based on dialed or translated digits
                  between an ITC/\DeltaCom local switching system and a
                  BellSouth or other third-party local switching system, either
                  directly or via a BellSouth tandem switching system, then it
                  is a requirement that the BellSouth SS7 network convey via SS7
                  Network Interconnection the TCAP messages that are necessary
                  to provide Call Management services (Automatic Callback,
                  Automatic Recall, and Screening List Editing) between the
                  ITC/\DeltaCom local STPs and BellSouth or other third-party
                  local switch.

17.1.2.3          When the capability to route messages based on Intermediate
                  Signaling Network Identifier (ISNI) is generally available on
                  BellSouth STPs, the BellSouth SS7 Network shall also convey
                  TCAP messages using SS7 Network Interconnection in similar
                  circumstances where the BellSouth switch routes traffic based
                  on a Carrier Identification Code (CIC).

17.1.2.4          SS7 Network Interconnection shall provide all functions of the
                  MTP as specified in ANSI T1.111. This includes:

17.1.2.4.1        Signaling Data Link functions, as specified in ANSI T1.111.2;

17.1.2.4.2        Signaling Link functions, as specified in ANSI T1.111.3; and

17.1.2.4.3        Signaling Network Management functions, as specified in ANSI
                  T1.111.4.

17.1.2.5          SS7 Network Interconnection shall provide all functions of the
                  SCCP necessary for Class 0 (basic connectionless) service, as
                  specified in ANSI T1.112. In particular, this includes Global
                  Title Translation (GTT) and SCCP Management procedures, as
                  specified in T1.112.4. Where the destination signaling point
                  is a BellSouth switching system or DB, or is another
                  third-party local or tandem switching system directly
                  connected to the BellSouth SS7 network, SS7 Network
                  Interconnection shall include final GTT of messages to the
                  destination and SCCP Subsystem Management of the destination.
                  Where the destination signaling point is an ITC/\DeltaCom
                  local or tandem switching system, SS7 Network Interconnection
                  shall include intermediate GTT of messages to a gateway pair
                  of ITC/\DeltaCom local STPs, and shall not include SCCP
                  Subsystem Management of the destination.

17.1.2.6          SS7 Network Interconnection shall provide all functions of the
                  Integrated Services Digital Network User Part (ISDNUP), as
                  specified in ANSI T1.113.

17.1.2.7          SS7 Network Interconnection shall provide all functions of the
                  TCAP, as specified in ANSI T1.114.
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17.1.2.8          If and when Internetwork MTP Routing Verification Test (MRVT)
                  and SCCP Routing Verification Test (SRVT) become approved ANSI
                  standards and available capabilities of BellSouth STPs, SS7
                  Network Interconnection shall provide these functions of the
                  OMAP.

17.1.2.9          SS7 Network Interconnection shall be equal to or better than
                  the following performance requirements:

17.1.2.9.1        MTP Performance, as specified in ANSI T1.111.6;

17.1.2.9.2        SCCP Performance, as specified in ANSI T1.112.5; and

17.1.2.9.3        ISDNUP Performance, as specified in ANSI T1.113.5.

17.1.3            INTERFACE REQUIREMENTS

17.1.3.1          BellSouth shall offer the following SS7 Network
                  Interconnection options to connect ITC/\DeltaCom or
                  ITC/\DeltaCom-designated local or tandem switching systems or
                  STPs to the BellSouth SS7 network:

17.1.3.1.1        A-link interface from ITC/\DeltaCom local or tandem switching
                  systems; and

17.1.3.1.2        B-link interface from ITC/\DeltaCom STPs.

17.1.3.2          The Signaling Point of Interconnection (SPOI) for each link
                  shall be located at a cross-connect element, such as a DSX-1,
                  in the Central Office (CO) where the BellSouth STP is located.
                  There shall be a DS1 or higher rate transport interface at
                  each of the SPOIs. Each signaling link shall appear as a DS0
                  channel within the DS1 or higher rate interface. BellSouth
                  shall offer higher rate DS1 signaling links for
                  interconnecting ITC/\DeltaCom local switching systems or STPs
                  with BellSouth STPs as soon as these become approved ANSI
                  standards and available capabilities of BellSouth STPs.
                  BellSouth and ITC/\DeltaCom will work jointly to establish
                  mutually acceptable SPOI.

17.1.3.3          BellSouth CO shall provide intraoffice diversity between the
                  SPOIs and the BellSouth STP, so that no single failure of
                  intraoffice facilities or equipment shall cause the failure of
                  both B-links in a layer connecting to a BellSouth STP.
                  BellSouth and ITC/\DeltaCom will work jointly to establish
                  mutually acceptable SPOI.

17.1.3.4          The protocol interface requirements for SS7 Network
                  Interconnection include the MTP, ISDNUP, SCCP, and TCAP. These
                  protocol interfaces shall conform to the following
                  specifications:

17.1.3.4.1        Bellcore GR-905-CORE, Common Channel Signaling Network
                  Interface Specification (CCSNIS) Supporting Network
                  Interconnection, Message Transfer Part (MTP), and Integrated
                  Services Digital Network User Part (ISDNUP);
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17.1.3.4.2        Bellcore GR-1428-CORE, CCS Network Interface Specification
                  (CCSNIS) Supporting Toll Free Service;

17.1.3.4.3        Bellcore GR-1429-CORE, CCS Network Interface Specification
                  (CCSNIS) Supporting Call Management Services; and

17.1.3.4.4        Bellcore GR-1432-CORE, CCS Network Interface Specification
                  (CCSNIS) Supporting Signaling Connection Control Part (SCCP)
                  and Transaction Capabilities Application Part (TCAP).

17.1.3.5          BellSouth shall set message screening parameters to block
                  accept messages from ITC/\DeltaCom local or tandem switching
                  systems destined to any signaling point in the BellSouth SS7
                  network with which the ITC/\DeltaCom switching system has a
                  legitimate signaling relation.

17.1.4            SS7 Network Interconnection shall be equal to or better than
                  all of the requirements for SS7 Network Interconnection set
                  forth in the following technical references:

17.1.4.1          ANSI T1.110-1992 American National Standard Telecommunications
                  - Signaling System Number 7 (SS7) - General Information;

17.1.4.2          ANSI T1.111-1992 American National Standard for
                  Telecommunications - Signaling System Number 7 (SS7) - Message
                  Transfer Part (MTP);

17.1.4.3          ANSI T1.111A-1994 American National Standard for
                  Telecommunications - Signaling System Number 7 (SS7) - Message
                  Transfer Part (MTP) Supplement;

17.1.4.4          ANSI T1.112-1992 American National Standard for
                  Telecommunications - Signaling System Number 7 (SS7) -
                  Signaling Connection Control Part (SCCP);

17.1.4.5          ANSI T1.113-1995 American National Standard for
                  Telecommunications - Signaling System Number 7 (SS7) -
                  Integrated Services Digital Network (ISDN) User Part;

17.1.4.6          ANSI T1.114-1992 American National Standard for
                  Telecommunications - Signaling System Number 7 (SS7) -
                  Transaction Capabilities Application Part (TCAP);

17.1.4.7          ANSI T1.115-1990 American National Standard for
                  Telecommunications - Signaling System Number 7 (SS7) -
                  Monitoring and Measurements for Networks;

17.1.4.8          ANSI T1.116-1990 American National Standard for
                  Telecommunications - Signaling System Number 7 (SS7) -
                  Operations, Maintenance and Administration Part (OMAP);
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17.1.4.9          ANSI T1.118-1992 American National Standard for
                  Telecommunications - Signaling System Number 7 (SS7) -
                  Intermediate Signaling Network Identification (ISNI);

17.1.4.10         Bellcore GR-905-CORE, Common Channel Signaling Network
                  Interface Specification (CCSNIS) Supporting Network
                  Interconnection, Message Transfer Part (MTP), and Integrated
                  Services Digital Network User Part (ISDNUP);

17.1.4.11         Bellcore GR-954-CORE, CCS Network Interface Specification
                  (CCSNIS) Supporting Line Information Database (LIDB) Service;

17.1.4.12         Bellcore GR-1428-CORE, CCS Network Interface Specification
                  (CCSNIS) Supporting Toll Free Service;

17.1.4.13         Bellcore GR-1429-CORE, CCS Network Interface Specification
                  (CCSNIS) Supporting Call Management Services; and,

17.1.4.14         Bellcore GR-1432-CORE, CCS Network Interface Specification
                  (CCSNIS) Supporting Signaling Connection Control Part (SCCP)
                  and Transaction Capabilities Application Part (TCAP).

18.               AIN SELECTIVE CARRIER ROUTING FOR OPERATOR SERVICES, DIRECTORY
                  ASSISTANCE AND REPAIR CENTERS

18.1              BellSouth will provide AIN Selective Carrier Routing at the
                  request of ITC/\DeltaCom. AIN Selective Carrier Routing will
                  provide ITC/\DeltaCom with the capability of routing operator
                  calls, 0+ and 0- and 0+ NPA (LNPA) 555-1212 directory
                  assistance, 1+411 directory assistance and 611 repair center
                  calls to pre-selected destinations.

18.1.2            ITC/\DeltaCom shall order AIN Selective Carrier Routing
                  through its Account Team. AIN Selective Carrier Routing must
                  first be established regionally and then on a per central
                  office, per state basis.

18.1.3            AIN Selective Carrier Routing is not available in DMS 10
                  switches.

18.1.4            Where AIN Selective Carrier Routing is utilized by
                  ITC/\DeltaCom, the routing of ITC/\DeltaCom's end user calls
                  shall be pursuant to information provided by ITC/\DeltaCom and
                  stored in BellSouth's AIN Selective Carrier Routing Service
                  Control Point database. AIN Selective Carrier Routing shall
                  utilize a set of Line Class Codes (LCCs) unique to a basic
                  class of service assigned on an `as needed basis. The same
                  LCCs will be assigned in each central office where AIN
                  Selective Carrier Routing is established.

18.1.5            Upon ordering of AIN Selective Carrier Routing Regional
                  Service, ITC/\DeltaCom shall remit to BellSouth the Regional
                  Service Order non-recurring
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                  charges set forth in Attachment 11. There shall be a
                  non-recurring End Office Establishment Charge per office due
                  at the addition of each central office where AIN Selective
                  Carrier Routing will be utilized. Said non-recurring charge
                  shall be as set forth in this Attachment 11. For each
                  ITC/\DeltaCom end user activated, there shall be a
                  non-recurring End User Establishment charge as set forth in
                  Attachment 11, payable to BellSouth pursuant to the terms of
                  the General Terms and Conditions, incorporated herein by this
                  reference. ITC/\DeltaCom shall pay the AIN Selective Carrier
                  Routing Per Query Charge set forth in Attachment 11.

18.1.6            This Regional Service Order non-recurring charge will be
                  non-refundable and will be paid with 1/2 coming up-front with
                  the submission of all fully completed required forms,
                  including: Regional Selective Carrier Routing (SCR) Order
                  Request-Form A, Central Office AIN Selective Carrier Routing
                  (SCR) Order Request - Form B, AIN_SCR Central Office
                  Identification Form - Form C, AIN_SCR Routing Options
                  Selection Form - Form D, and Routing Combinations Table - Form
                  E. BellSouth has 30 days to respond to the client's fully
                  completed firm order as a Regional Service Order. With the
                  delivery of this firm order response to the client, BellSouth
                  considers that the delivery schedule of this service
                  commences. The remaining 1/2 of the Regional Service Order
                  payment must be paid when at least 90% of the Central Offices
                  listed on the original order have been turned up for the
                  service.

18.1.7            The non-recurring End Office Establishment Charge will be
                  billed to the client following our normal monthly billing
                  cycle for this type of order.

18.1.8            The non-recurring End-User Establishment Charges will be
                  billed to the client following our normal monthly billing
                  cycle for this type of order

18.1.9            Additionally, the AIN Selective Carrier Routing Per Query
                  Charge will be billed to the client following the normal
                  billing cycle for per query charges.

18.1.10           All other network components needed, for example, unbundled
                  switching and unbundled local transport, etc, will be billed
                  according per contracted rates.

19.               PACKET SWITCHING CAPABILITY

19.1              DEFINITION

19.1.1            Packet Switching Capability. The packet switching capability
                  network element is defined as the basic packet switching
                  function of routing or forwarding packets, frames, cells or
                  other data units based on address or other routing information
                  contained in the packets, frames, cells or other data units,
                  and the functions that are performed by Digital Subscriber
                  Line Access Mulitplexers, including but not limited to:
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19.1.2            The ability to terminate copper customer loops (which includes
                  both a low band voice channel and a high-band data channel, or
                  solely a data channel);

19.1.3            The ability to forward the voice channels, if present, to a
                  circuit switch or multiple circuit switches;

19.1.4            The ability to extract data units from the data channels on
                  the loops, and

19.1.5            The ability to combine data units from multiple loops onto one
                  or more trunks connecting to a packet switch or packet
                  switches.

19.1.6            BellSouth shall be required to provide non-discriminatory
                  access to unbundled packet switching capability only where
                  each of the following conditions are satisfied:

19.1.6.1          BellSouth has deployed digital loop carrier systems, including
                  but not limited to, integrated digital loop carrier or
                  universal digital loop carrier systems; or has deployed any
                  other system in which fiber optic facilities replace copper
                  facilities in the distribution section (e.g., end office to
                  remote terminal, pedestal or environmentally controlled
                  vault);

19.1.6.2          There are no spare copper loops capable of supporting the xDSL
                  services ITC/\DeltaCom seeks to offer;

19.1.6.3          BellSouth has not permitted ITC/\DeltaCom to deploy a Digital
                  Subscriber Line Access Multiplexer at the remote terminal,
                  pedestal or environmentally controlled vault or other
                  interconnection point, nor has the ITC/\DeltaCom obtained a
                  virtual collocation arrangement at these sub-loop
                  interconnection points as defined by 47 C.F.R. ss. 51.319 (b);
                  and

19.1.6.4          BellSouth has deployed packet switching capability for its own
                  use.

19.1.7            If there is a dispute as to whether BellSouth must provide
                  Packet Switching , such dispute will be resolved according to
                  the dispute resolution process set forth in Section 12 of the
                  General Terms and Conditions of this Agreement, incorporated
                  herein by this reference.

20.               BASIC 911 AND E911

                  If ITC/\DeltaCom orders unbundled network elements, then
                  ITC/\DeltaCom is also responsible for providing E911 to its
                  end users. BellSouth agrees to offer access to the 911/E911
                  network pursuant to the following terms and conditions set
                  forth in Attachment 11.

20.1              DEFINITION
<PAGE>

                                                                    ATTACHMENT 2
                                                                         PAGE 68

                  Basic 911 and E911 is an additional requirement that provides
                  a caller access to the applicable emergency service bureau by
                  dialing a 3-digit universal telephone number (911).

20.2              REQUIREMENTS

20.2.1            BASIC 911 SERVICE PROVISIONING.

                  For Basic 911 service, BellSouth will provide to ITC/\DeltaCom
                  a list consisting of each municipality that subscribes to
                  Basic 911 service. The list will also provide, if known, the
                  E911 conversion date for each municipality and, for network
                  routing purposes, a ten-digit directory number representing
                  the appropriate emergency answering position for each
                  municipality subscribing to 911. ITC/\DeltaCom will be
                  required to arrange to accept 911 calls from its end users in
                  municipalities that subscribe to Basic 911 service and
                  translate the 911 call to the appropriate 10-digit directory
                  number as stated on the list provided by BellSouth.
                  ITC/\DeltaCom will be required to route that call to BellSouth
                  at the appropriate tandem or end office. When a municipality
                  converts to E911 service, ITC/\DeltaCom will be required to
                  discontinue the Basic 911 procedures and being using E911
                  procedures.

20.2.2            E911 SERVICE PROVISIONING.

                  For E911 service, ITC/\DeltaCom will be required to install a
                  minimum of two dedicated trunks originating from the
                  ITC/\DeltaCom serving wire center and terminating to the
                  appropriate E911 tandem. The dedicated trunks shall be, at a
                  minimum, DS-0 level trunks configured either as a 2-wire
                  analog interface or as part of a digital (1.544 Mb/s)
                  interface. Either configuration shall use CAMA-type signaling
                  with multifrequency ("MF") pulsing that will deliver automatic
                  number identification ("ANI") with the voice portion of the
                  call. If the user interface is digital, MF pulses, as well as
                  other AC signals, shall be encoded per the u-255 Law
                  convention. ITC/\DeltaCom will be required to provide
                  BellSouth daily updates to the E911 database. ITC/\DeltaCom
                  will be required to forward 911 calls to the appropriate E911
                  tandem, along with ANI, based upon the current E911 end office
                  to tandem homing arrangement as provided by BellSouth. If the
                  E911 tandem trunks are not available, ITC/\DeltaCom will be
                  required to route the call to a designated 7-digit local
                  number residing in the appropriate Public Service Answering
                  Point ("PSAP"). This call will be transported over BellSouth's
                  interoffice network and will not carry the ANI of the calling
                  party. ITC/\DeltaCom shall be responsible for providing
                  BellSouth with complete and accurate data for submission to
                  the 911/E911 database for the purpose of providing 911/E911 to
                  its end users.

20.2.3            RATES.
<PAGE>

                                                                    ATTACHMENT 2
                                                                         PAGE 69

                  Charges for 911/E911 service are borne by the municipality
                  purchasing the service. BellSouth will impose no charge on
                  ITC/\DeltaCom beyond applicable charges for BellSouth trunking
                  arrangements.

20.2.4            Basic 911 and E911 functions provided to ITC/\DeltaCom shall
                  be at least at parity with the support and services that
                  BellSouth provides to its customers for such similar
                  functionality.

20.2.5            DETAILED PRACTICES AND PROCEDURES.

                  The detailed practices and procedures contained in the E911
                  Local Exchange Carrier Guide For Facility-Based Providers as
                  amended from time to time during the term of this Agreement
                  will determine the appropriate practices and procedures for
                  BellSouth and ITC/\DeltaCom to follow in providing 911/E911
                  services. BellSouth shall provide ITC/\DeltaCom with updates
                  and the latest available copies of said Guides via webposting.

21.               RATES

21.1.             GENERAL PRINCIPLES

                  All services and network elements currently provided hereunder
                  and all new and additional services to be provided hereunder
                  shall be priced in accordance with all applicable provisions
                  of the Act and the rules and orders of the Federal
                  Communications Commission and the applicable state
                  commissions.

21.2.             UNBUNDLED NETWORK ELEMENTS

                  The prices that ITC/\DeltaCom shall pay to BellSouth for
                  Unbundled Network Elements are set forth in Attachment 11.

21.3              OPERATIONAL SUPPORT SYSTEMS (OSS)

                  BellSouth has developed and made available the following
                  mechanized systems by which ITC/\DeltaCom may submit LSRs
                  electronically.

                  LENS              Local Exchange Navigation System
                  EDI               Electronic Data  Interchange
                  TAG               Telecommunications Access Gateway

22.3.1            LSRs submitted by means of one of these interactive interfaces
                  will incur an OSS electronic ordering charge as specified in
                  the table below. An individual LSR will be identified for
                  billing purposes by its Purchase Order Number (PON). LSRs
<PAGE>

                                                                    ATTACHMENT 2
                                                                         PAGE 70

                  submitted by means other than one of these interactive
                  interfaces (mail, fax, courier, etc.) will incur a manual
                  order charge as specified in the table below:
<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------------
<S>                                                           <C>                               <C>
OPERATIONAL SUPPORT SYSTEMS                                   AL, GA, LA, MS, NC, SC             FL, KY, TN
--------------------------------------------------------------------------------------------------------------------
OSS LSR charge, per LSR received from ITC/\DeltaCom by                 $3.50                        $3.50
one of the OSS interactive interfaces                                 SOMEC                        SOMEC
--------------------------------------------------------------------------------------------------------------------
Incremental charge per LSR received from ITC/\DeltaCom by   See applicable rate element            $19.99
means other than one of the OSS interactive interfaces                                             SOMAN
--------------------------------------------------------------------------------------------------------------------
</TABLE>

22.3.2            DENIAL/RESTORAL OSS CHARGE

                  In the event ITC/\DeltaCom provides a list of customers to be
                  denied and restored, rather than an LSR, each location on the
                  list will require a separate PON and, therefore will be billed
                  as one LSR per location.

22.3.3            CANCELLATION OSS CHARGE

                  ITC/\DeltaCom will incur an OSS charge for an accepted LSR
                  that is later canceled by ITC/\DeltaCom.

                  Note: Supplements or clarifications to a previously billed LSR
                  will not incur another OSS charge.

22.3.4            NETWORK ELEMENTS AND OTHER SERVICES MANUAL ADDITIVE

22.3.4.1          The Commissions in some states have ordered per-element manual
                  additive non-recurring charges (NRC) for Network Elements and
                  Other Services ordered by means other than one of the
                  interactive interfaces. These ordered Network Elements and
                  Other Services manual additive NRCs will apply in these
                  states, rather than the charge per LSR. The per-element
                  charges are listed on the Rate Tables in Attachment 11.
<PAGE>

ATTACHMENT 3
                                                                          PAGE 1

                              LOCAL INTERCONNECTION

1.0      SCOPE

         BellSouth shall provide ITC/\DeltaCom interconnection with BellSouth's
         network for the transmission and routing of Telephone Exchange Service
         traffic and Exchange Access traffic pursuant to Section 251 (c)(2) of
         the Act on the terms and conditions specified in this Attachment 3.

1.1      LOCAL TRAFFIC

         Local Traffic is as defined in Section 6 of this Attachment.

1.2      NETWORK INTERCONNECTION

         At each Party's option, Interconnection in each LATA may be
         accomplished at any technically feasible point within the Parties'
         networks, including without limitation the trunk side of any local
         switch; trunk interconnection points for any tandem switch; central
         office cross connect points; out-of-band signal transfer points; and
         the points of access to unbundled elements. Requests to BellSouth for
         interconnection at other points may be made through the Bona Fide
         Request/New Business Request process set out in General Terms and
         Conditions and Attachment 9. Interconnection may be established by the
         Parties via (i) Collocation as provided in Attachment 4 to the
         Agreement; (ii) establishment of a Fiber Meet as provided in Section
         1.3.3 hereof; or (iii) interconnection via purchase of facilities from
         either Party by the other Party.

1.2.1    ITC/\DeltaCom shall establish at least one Point of Presence and
         Interconnection Point with BellSouth per LATA for the delivery of
         ITC/\DeltaCom's originated local and intraLATA toll and transit
         traffic. ITC/\DeltaCom must establish an interconnection trunk group(s)
         to at least one BellSouth access tandem within the LATA for the
         delivery of ITC/\DeltaCom's originated local and intraLATA toll and
         transit traffic. ITC/\DeltaCom may establish additional trunk groups in
         such LATA pursuant to this Agreement. If ITC/\DeltaCom chooses to
         interconnect using a single trunk group within a LATA, the
         interconnection trunk group must be at a BellSouth Access Tandem.
         Furthermore, ITC/\DeltaCom must establish an interconnection trunk
         group(s) to all BellSouth access and local tandems where ITC/\DeltaCom
         NXXs are "homed." A "Homing" arrangement is defined by a "Final" Trunk
         Group between the BellSouth Tandem andITC/\DeltaCom End Office switch.
         A "Final" Trunk Group is the last choice telecommunications path
         between the Tandem and End Office switch. It is ITC/\DeltaCom's
         responsibility to enter its own NPA/NXX access and/or

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<PAGE>

ATTACHMENT 3                                                              PAGE 2

         local tandem "homing" arrangements into the national Local Exchange
         Routing Guide (LERG).

1.2.2   In order for ITC/\DeltaCom to home its NPA/NXX(s) on a BellSouth Tandem,
        ITC/\DeltaCom's NPA/NXX(s) must be assigned to an Exchange Rate Center
        Area served by that BellSouth Tandem and as specified by BellSouth. The
        specified association between BellSouth Tandems and Exchange Rate Center
        Areas is defined in the Local Exchange Routing Guide (LERG). To the
        extent that as of the date hereof, existing arrangements do not comply
        with this section, the Parties will work cooperatively to transition
        existing arrangements to comply with this section.

1.2.3   The INTERCONNECTION POINT is the point at which the originating Party
        delivers its originated traffic to the terminating Party.
        Interconnection Point(s) are available at either Access Tandems, Local
        Tandems, or End Offices as described in this Attachment. ITC/\DeltaCom's
        requested Interconnection Point will be used for the receipt and
        delivery of transit traffic at BellSouth Access and Local Tandems.
        Interconnection Point(s) established at the BellSouth Local Tandem apply
        only to local, ISP-bound, and local originating and terminating transit
        traffic. Each Party is financially and operationally responsible for
        providing the network on its side of the Interconnection Point.

1.2.4   For the purposes of this Attachment , a POINT OF PRESENCE (POP) is the
        physical location (a structure where the environmental, power, air
        conditioning, etc. specifications for a Party's terminating equipment
        can be met) at which a Party establishes itself for obtaining access to
        the other Party's network. The POP is the physical location within which
        the Interconnection Point(s) occur.

1.2.5   For the purposes of this Attachment, the Interconnection Point is
        further defined as the physical telecommunications interface between
        BellSouth and ITC/\DeltaCom's interconnection functions. It establishes
        the technical interface and point of operational responsibility. The
        primary function is to serve as the terminus for the interconnection
        service. The Interconnection Point has the following main
        characteristics:

                  1.       It is a cross-connect point to allow connection,
                           disconnection, transfer or restoration of service.
                  2.       It is a point where BellSouth and ITC/\DeltaCom can
                           verify and maintain specific performance objectives.
                  3.       It is specified according to the interface offered in
                           the tariff or local interconnection agreement (for
                           example: for DS1 service the FCC # 1 tariff specifies
                           that the interface meets the technical specifications
                           detailed in Generic Requirements GR-342-CORE, Issue
                           1, December 1995.)
                  4.       The Parties provide their own equipment (CPE) to
                           interface with the DS0, DS1, DS3, STS1 and/or OCn
                           circuits on the customer premises.

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<PAGE>

ATTACHMENT 3                                                              PAGE 3

         In the establishment of BellSouth's Interconnection Point, if BellSouth
         chooses to collocate with ITC/\DeltaCom, BellSouth will pay
         ITC/\DeltaCom collocation charges at rates no more than the BellSouth
         collocation rates that BellSouth charges ITC/\DeltaCom.

1.2.6    A minimum of one Interconnection Point shall be established in each
         LATA in which ITC/\DeltaCom originates, terminates, or exchanges local
         traffic or ISP-bound traffic and interconnects with BellSouth. The
         location of the initial Interconnection Point shall be established by
         mutual agreement of the Parties. In selecting the initial
         Interconnection Point, both Parties will act in good faith and select
         the point which is most efficient for both Parties. Each Party shall be
         responsible for engineering and maintaining the network on its side of
         the Interconnection Point. Establishment of an initial Interconnection
         Point will be initiated by written request and will be based on traffic
         volumes and patterns, facilities available, and other factors unique to
         the area. If the Parties are not able to reach mutual agreement on an
         initial Interconnection Point within 30 calendar days of the date of
         the written request, the dispute will be escalated to the next level of
         management. The next level of management will meet as often as
         necessary to resolve the dispute. If, 30 calendar days after the
         dispute has been escalated, the Parties are still unable to agree to an
         initial mutual Interconnection Point, each Party will designate the
         initial Interconnection Point for its originated traffic. The Parties
         agree that they have, at the time of entering into this agreement,
         existing Interconnection Points in certain LATAs. As such, the Parties
         agree that if either Party desires to transition an existing
         Interconnection Point or Points, the transition of the first
         Interconnection Point in a LATA will be pursuant to this Section 1.2.6.
         The transition of a subsequent Interconnection Point or Points in a
         LATA shall be pursuant to Section 1.2.6.1 below. Notwithstanding the
         above, no more than eight Interconnection Points regionwide shall be
         transitioned within the first twelve months of the effective date of
         this agreement and no more than sixteen Interconnection Points
         regionwide shall be transitioned over a period of twenty-four months.

         1.2.6.1  Additional Interconnection Points in a particular LATA may be
                  established by mutual agreement of the Parties. Absent mutual
                  agreement, in order to establish additional Interconnection
                  Points in a LATA, the traffic between ITC/\DeltaCom and
                  BellSouth at the proposed additional Interconnection Point
                  must exceed 8.9 million minutes of local or ISP-bound traffic
                  per month for three consecutive months during the busy hour.
                  Additionally, any end office to be designated as an
                  Interconnection Point must be more than 20 miles from an
                  existing Interconnection Point. BellSouth will not designate
                  an Interconnection Point at a Central Office where physical or
                  virtual collocation space or BellSouth fiber connectivity is
                  not available.

                  Upon written notification from the Party requesting the
                  establishment of an additional Interconnection Point, the
                  receiving Party has 45 calendar days to analyze, respond to,
                  and negotiate in good faith the establishment of and location
                  of such Interconnection Point. If the receiving Party
                  disagrees that the traffic and mileage thresholds set forth
                  herein have been met, then such Party may utilize the

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<PAGE>

ATTACHMENT 3                                                              PAGE 4


                  dispute resolution procedures set forth in the General Terms
                  and Conditions of this Agreement.

1.2.7    The Parties shall make available to each other one way and two way
         trunks for the reciprocal exchange of combined local, ISP-bound and
         intraLATA toll traffic. Consistent with the provisions of Sections
         1.2.6 and 1.2.6.1, the Parties shall institute a bill and keep
         compensation plan effective September 1, 2000 under which neither Party
         will charge the other Party recurring and nonrecurring charges
         associated with local interconnection trunks and facilities for the
         exchange of traffic other than Transit Traffic. Both Parties, as
         appropriate, shall be compensated for the furnishing of local
         interconnection trunks and facilities for the exchange of Transit
         Traffic.

1.2.8    Each Party agrees to use its best efforts and act in good faith to
         adopt reasonable procedures to facilitate the addition of appropriate
         local interconnection trunks and facilities for the exchange of traffic
         between each Party's network.

1.3      METHODS OF INTERCONNECTION

         Each Party at its election shall have the sole right and descretion to
         specify any one of the following methods for interconnection at
         theInterconnection Point:

         a)  a Fiber-Meet as set forth in Section 1.3.3 of this Attachment;

         b)  a collocation facility which it maintains at the other Party's
             Interconnection Point wire center (i.e., physical collocation as
             set forth in Attachment 4 of this Agreement);

         c)  a collocation facility maintained at the Interconnection Point wire
             center by a third party with whom the Party requesting
             interconnection has contracted for such purpose;or

         d)  Interconnection via purchase of leased facility(ies) as set forth
             in Section 1.3.2 below.

1.3.1    The Party requesting interconnection shall provide written notice to
         the other Party to change from one of the interconnection methods
         specified above to another of the networks specified above. The parties
         shall negotiate in good faith the interval for changing the
         interconnection methods. A mutually acceptable third party contractor
         can be employed by the Party making the change.

1.3.2    INTERCONNECTION VIA PURCHASE OF FACILITIES

         1.3.2.1  In lieu of providing facilities on its side of the
                  Interconnection Point, either Party may purchase Local Channel
                  facilities from the Party's specified Interconnection Point to
                  its designated serving wire center. The Parties agree that
                  charges for such

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<PAGE>

ATTACHMENT 3                                                              PAGE 5

                  Local Channel facilities are as set forth in Attachment 11. If
                  a nonrecurring or recurring rate is not identified in
                  Attachment 11 for a Local Channel, the rate shall be as set
                  forth in the appropriate BellSouth intrastate or interstate
                  tariff for switched access services.

                  1.3.2.1.1Additionally, and in lieu of provising facilities on
                           its side of the Interconnection Point, either party
                           may purchase Dedicated Transport facilities from its
                           designated serving wire center to the other Party's
                           first point of switching. The Parties agree that
                           charges for such Dedicated Transport facilities are
                           as set forth in Attachment 11. If a nonrecurring or
                           recurring rate is not identified in Attachment 11 for
                           Dedicated Transport, the rate shall be as set forth
                           in the appropriate BellSouth intrastate or interstate
                           tariff for switched access services.

         1.3.2.2  For the purposes of this Attachment, Local Channel is defined
                  as a switch transport facility between a Party's Point of
                  Presence and its designated serving wire center.

         1.3.2.3  For the purposes of this Attachment, Serving Wire Center is
                  defined as the wire center owned by one Party from which the
                  other Party would normally obtain dial tone for its Point of
                  Presence.

         1.3.2.4  For the purposes of this Attachment, Dedicated Transport is
                  defined as a switch transport facility between a Party's
                  designated serving wire center and the first point of
                  switching on the other Party's common (shared) network.

1.3.3    FIBER MEET

         "Fiber-Meet" or "Mid-Span Meet" means an Interconnection
         architecture method whereby the Parties physically interconnect their
         networks via an optical fiber interface (as opposed to an electrical
         interface) at a mutually agreed upon location, at which one Party's
         responsibility or service begins and the other Party's responsibility
         ends.

         1.3.3.1  If ITC/\DeltaCom elects to interconnect with BellSouth
                  pursuant to a Fiber Meet, ITC/\DeltaCom and BellSouth shall
                  jointly engineer and operate a Synchronous Optical Network
                  ("SONET") transmission system by which they shall interconnect
                  their networks for the transmission and routing of Telephone
                  Exchange Service traffic pursuant to Section 251 (c)(2) of the
                  Act. The Parties shall work together to determine the specific
                  SONET transmission system. However, ITC/\DeltaCom's SONET
                  transmission system must be compatible with BellSouth's
                  equipment in the Serving Wire Center. The Parties respective
                  equipment and software versions must be compatible with each
                  other and the data communications channel

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<PAGE>

ATTACHMENT 3                                                              PAGE 6


                  must be turned off. BellSouth reserves the right to determine
                  the equipment (and compatibility thereof) that it employs for
                  service.

         1.3.3.2  BellSouth shall, wholly at its own expense, procure, install
                  and maintain the agreed upon SONET equipment in the BellSouth
                  central office within the interconnection wire center.

         1.3.3.3  ITC/\DeltaCom shall, wholly at its own expense, procure,
                  install and maintain the agreed upon SONET equipment in the
                  ITC/\DeltaCom central office within the interconnection wire
                  center.

         1.3.3.4  BellSouth shall designate an Interconnection Point outside the
                  BellSouth central office within the interconnection wire
                  center as a Fiber Meet point, and shall make all necessary
                  preparations to receive, and to allow and enable ITC/\DeltaCom
                  to deliver, fiber optic facilities into the Interconnection
                  Point with sufficient spare length to reach the fusion splice
                  point at the Interconnection Point. BellSouth shall, wholly at
                  its own expense, procure, install and maintain the fusion
                  splicing point in the Interconnection Point. A Common Language
                  Location Identification ("CLLI") code will be established for
                  each Point of Interface. The code established must be a
                  building type code. All orders shall originate from the
                  Interconnection Point (i.e., Interconnection Point to
                  ITC/\DeltaCom, Interconnection Point to BellSouth).

         1.3.3.5  ITC/\DeltaCom shall deliver and maintain such strands wholly
                  at itsown expense. Upon verbal request by ITC/\DeltaCom,
                  BellSouth shall allow ITC/\DeltaCom access to the Fiber Meet
                  entry point for maintenance purposes as promptly as possible.

         1.3.3.6  The Parties shall jointly coordinate and undertake maintenance
                  of the SONET transmission system. Each Party shall be
                  responsible for maintaining the components of the SONET
                  transmission system (e.g., software upgrades).

         1.3.3.7  Each Party will be responsible for (i) providing its own
                  transport facilities to the Fiber Meet, (ii) the cost to
                  build-out its facilities to such Fiber Meet, and (iii)
                  ITC/\DeltaCom can use BellSouth's dark fiber leases as
                  ITC/\DeltaCom's portion of the network between the
                  ITC/\DeltaCom POP and the Interconnection Point.

         1.3.3.8  Neither Party shall charge the other for its portion of the
                  Fiber Meet facility used exclusively for non-transit local
                  traffic (i.e. the Local Channel). Charges incurred for other
                  services including dedicated transport facilities to the Point
                  of Interconnection if applicable will

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<PAGE>

ATTACHMENT 3                                                              PAGE 7


                  apply. Charges for Switched and Special Access Services shall
                  be billed in accordance with the applicable Access Service
                  tariff (i.e. the BellSouth Interstate or Intrastate Access
                  Services Tariff).

1.4      INTERCONNECTION IN ADDITIONAL LATAS

1.4.1    If ITC/\DeltaCom elects to offer Telephone Exchange Services in any
         other LATA in which BellSouth also offers Telephone Exchange Services,
         ITC/\DeltaCom shall provide written notice to BellSouth of the need to
         establish Interconnection in such additional LATA pursuant to this
         Agreement.

           1.4.1.1The notice provided in SECTION 1.4.1 shall include (i) the
                  initial Interconnection Point ITC/\DeltaCom has designated for
                  its originated traffic in the new LATA; (ii) ITC/\DeltaCom's
                  requested Interconnection Activation Date; and (iii) a
                  non-binding forecast of ITC/\DeltaCom's trunking requirements.

1.5      ADDITIONAL INTERCONNECTION IN EXISTING LATAS

         If either party wishes to establish additional or new Interconnection
         Point(s) in any LATA, the Requesting Party shall provide written notice
         thereof to the other Party. The terms and conditions of this Agreement
         shall apply to such Interconnection. Neither party shall unreasonably
         refuse to interconnect for the delivery of traffic at each
         Interconnection Point (e.g., Points of collocation, existing entrance
         facilities, or any other mutually agreeable location). The Parties
         shall negotiate in good faith the interval for such additional or new
         Interconnection Point. If and when either Party deploys a new tandem
         switch or rehomes end offices, the Party initiating such change shall
         notify all interconnectors (including LERG updates) so that affected
         Parties may establish proper interconnection arrangements.

2.0      PERCENT LOCAL USAGE/PERCENT INTERSTATE USAGE

         PERCENT LOCAL USE. Each Party will report to the other a Percentage
         Local Usage ("PLU"). The application of the PLU will determine the
         amount of local minutes to be billed to the other party. For purposes
         of developing the PLU, each party shall consider every local call and
         every long distance call, excluding intermediary traffic. Effective on
         the first of January, April, July and October of each year, BellSouth
         and ITC/\DeltaCom shall provide a positive report updating the PLU.
         Detailed requirements associated with PLU reporting shall be as set
         forth in BellSouth's Standard Percent Local Use Reporting Platform for
         Interconnection Purchasers, as it is amended from time to time during
         this Agreement. Notwithstanding the foregoing, where the terminating
         company has message recording technology that identifies the traffic
         terminated, such information, in lieu of the PLU factor,

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<PAGE>

ATTACHMENT 3                                                              PAGE 8


         shall upon mutual agreement of the Parties be utilized to determine the
         appropriate local usage compensation to be paid.

         PERCENTAGE INTERSTATE USAGE. Both Party's based on their respective
         tariffs for combined interstate and intrastate traffic terminated by
         the other Party over the same facilities, will be required to provide a
         projected Percentage Interstate Usage ("PIU") to the other Party. All
         jurisdictional report requirements, rules and regulations for
         Interexchange Carriers specified in the Parties' Access Services Tariff
         will apply. After interstate and intrastate traffic percentages have
         been determined by use of PIU procedures, the PLU factor will be used
         for application and billing of local interconnection. Notwithstanding
         the foregoing, where the terminating company has message recording
         technology that identifies the traffic terminated, such information, in
         lieu of the PLU factor, shall upon mutual agreement of the Parties be
         utilized to determine the appropriate local usage compensation to be
         paid.

2.1 AUDITS

        On thirty (30) days written notice, each party must provide the other
        the ability and opportunity to conduct an annual audit to ensure the
        proper billing of traffic. BellSouth and ITC/\DeltaCom shall retain
        records of call detail for a minimum of nine months from which a PLU can
        be ascertained. The audit shall be accomplished during normal business
        hours at an office designated by the party being audited. Audit requests
        shall not be submitted more frequently than one (1) time per calendar
        year. Audits shall be performed by a mutually acceptable independent
        auditory paid for by the party requesting the audit. The PLU and/or PIU
        shall be adjusted based upon the audit results and shall apply to the
        usage for the quarter the audit was completed, to the usage for the
        quarter prior to the completion of the audit, and to the usage for the
        two quarters following the completion of the audit.

3.0     METHODS OF INTERCONNECTION

3.1     SCOPE OF TRAFFIC

        This section prescribes parameters for trunk groups to be effected over
        the interconnections specified in this attachment 3 hereof for the
        transmission and routing of telephone exchange service traffic,
        Intralata Toll Traffic and Exchange Access Traffic. The Parties agree
        for the purpose of this Attachment that Local Interconnection is as
        defined in Part B of the General Terms and Conditions of this Agreement.

3.2     INTERCONNECTION TRUNKING AND ROUTING

3.2.1   TRUNKING OPTIONS. Each of the following trunking arrangements shall be
        available to either party, unless bellsouth demonstrates, consistent
        with objectively verifiable engineering standards, that such arrangement
        is not

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<PAGE>

ATTACHMENT 3                                                              PAGE 9


        technically feasible. BellSouth and ITC/\DeltaCom shall establish
        interconnecting trunk groups and trunking configurations between
        networks including the establishment of one-way or two-way trunks in
        accordance with the following conditions:

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<PAGE>

ATTACHMENT 3                                                             PAGE 10

3.2.1.1  INITIAL TRUNKING CONFIGURATION. At the specified Interconnection
         Point(s) per this Agreement, ITC/\DeltaCom and BellSouth shall
         interconnect using one-way trunk groups. One group carries
         ITC/\DeltaCom-originated local and intraLATA toll traffic destined for
         BellSouth end-users. The other group carries BellSouth-originated local
         and intraLATA toll traffic destined for ITC/\DeltaCom end-users. A
         trunk group must be established as a two-way group from the
         ITC/\DeltaCom switch to BellSouth access tandem(s) or local tandem(s)
         as specified in this Agreement. This group carries intratandem transit
         traffic between ITC/\DeltaCom and Independent Companies, Interexchange
         Carriers, other CLECs and other network providers with which
         ITC/\DeltaCom desires interconnection and has the proper contractual
         arrangements. If MTA is ordered to the BellSouth access tandem, this
         group may also carry intertandem traffic between ITC/\DeltaCom and
         Independent Companies, other CLECs, and other network providers (except
         Interexchange Carriers) with which ITC/\DeltaCom desires
         interconnection and has the proper contractual arrangements as
         specified in this Agreement. Other trunk groups for operator services,
         directory assistance, emergency services and intercept may be
         established if required.

3.2.1.2  TWO-WAY TRUNKING CONFIGURATION. Two-Way Trunk Interconnection
         establishes two-way trunk groups to carry local and intraLATA toll
         traffic between ITC/\DeltaCom and BellSouth. ITC/\DeltaCom and
         BellSouth must agree to the "BellSouth Two-way Trunking Rules"
         (described later in this attachment) in order to establish this
         architecture. The other parameters are similar to one-way trunk
         interconnection as described by the Initial Trunking architecture
         above. Other trunk groups for operator services, directory assistance,
         emergency services and intercept may be established if required.

3.2.1.3  SUPERGROUP TRUNKING CONFIGURATION. In the Supergroup arrangement, all
         local, intraLATA toll and transit traffic is carried on a single
         two-way trunk group between the ITC/\DeltaCom switch and each BellSouth
         access tandem within a LATA. ITC/\DeltaCom and BellSouth must agree to
         the " BellSouth Two-way Trunking Rules" in order to establish this
         architecture. Other trunk groups for operator services, directory
         assistance, emergency services and intercept may be established if
         required.

3.2.1.4  PREFERRED TRUNKING CONFIGURATION. At the specified Interconnection
         Point(s) per this Agreement, all ITC/\DeltaCom-to-BellSouth local,
         two-way intraLATA toll and two-way transit traffic is carried on a
         single two-way trunk group between the ITC/\DeltaCom switch and
         BellSouth access tandem(s) within a LATA. BellSouth-to-ITC/\DeltaCom
         local and intraLATA Toll traffic is carried on one-way trunk groups
         terminating to the ITC/\DeltaCom switch. Other trunk groups for
         operator services, directory assistance, emergency services and
         intercept may be established if required.

3.2.2    BellSouth Two-Way Trunking Rules

         3.2.2.1  ITC/\DeltaCom will initiate 2-way trunk request, and BellSouth
                  will concur. However, 2-way trunks will be jointly
                  provisioned.

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ATTACHMENT 3                                                             PAGE 11

         3.2.2.2  The Interconnection Point will be located at a mutually agreed
                  location orpoint designated by BellSouth. If an agreement
                  cannot be reached on the location of the Interconnection
                  Point, each company will establish its own Interconnection
                  Point and order 1-way trunks.

         3.2.2.3  BellSouth and ITC/\DeltaCom will jointly review the trunk
                  forecast, as needed, on a periodic basis, or at least every
                  six (6) months.

         3.2.2.4  ITC/\DeltaCom will order trunks using ASR process in place for
                  Local Interconnection after the joint planning meeting takes
                  place between BellSouth and ITC/\DeltaCom.

         3.2.2.5  BellSouth and ITC/\DeltaCom must agree on Standard Traffic
                  Engineering parameters that will be used in the engineering of
                  the trunk groups.

         3.2.2.6  BellSouth and ITC/\DeltaCom must agree to meet and resolve
                  service-affecting situations in a timely manner.

         3.2.2.7  Establishing a 2-way trunk group does not preclude BellSouth
                  or ITC/\DeltaCom from adding 1-way trunk groups within the
                  same Local Calling Area.

         3.2.2.8  For technical reasons, 2-way trunk groups may not be ordered
                  to a BellSouth DMS100 Local Tandem or DMS100 End Office.

         3.2.2.9  BellSouth will be responsible for the installation and
                  maintenance of its trunks and facilities to the mutually
                  agreed Interconnection Point, and ITC/\DeltaCom will be
                  responsible for the installation and maintenance of its trunks
                  and facilities to the mutually agreed to Interconnection
                  Point.

3.2.3    Any ITC/\DeltaCom interconnection request that deviates from the
         standard trunking configurations as described in this section or the
         BellSouth Call Transport & Termination Service For Facility Based CLECs
         section of the Facility Based CLEC Activation Requirements Customer
         Guide that affects traffic delivered toITC/\DeltaCom from a BellSouth
         switch that requires special BellSouth switch translations and other
         network modifications will requireITC/\DeltaCom to submit a Bona Fide
         Request/New Business Request via the Bona Fide Request/New Business
         Request Process set forth in General Terms and Conditions and in
         Attachment 9.

3.2.4    Except as otherwise provided in 1.2.7, all terms and conditions, as
         well as charges, both non-recurring and recurring, associated with
         interconnecting trunk groups between BellSouth and ITC/\DeltaCom not
         addressed in Attachment 11 shall be as set forth in the appropriate
         BellSouth intrastate or interstate tariff for switched access services.
         ITC/\DeltaCom shall be responsible for ordering and paying for any
         two-way trunks carrying transit traffic.

3.2.5    The Parties shall utilize direct end office trunking under the
         following conditions:

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ATTACHMENT 3                                                             PAGE 12

                  (1) Tandem Exhaust - If a tandem through which the Parties are
                  interconnected is unable to, or is forecasted to be unable to
                  support additional traffic loads for any period of time, the
                  Parties will mutually agree on an end office trunking plan
                  that will alleviate the tandem capacity shortage and ensure
                  completion of traffic between ITC/\DeltaCom and BellSouth's
                  subscribers.

                  (2) Traffic Volume -To the extent either Party has the
                  capability to measure the amount of traffic between a
                  ITC/\DeltaCom switching center and a BellSouth end office,
                  either Party shall install and retain direct end office
                  trunking sufficient to handle actual or reasonably forecasted
                  traffic volumes, whichever is greater, between a ITC/\DeltaCom
                  switching center and a BellSouth end office where the traffic
                  exceeds or is forecasted to exceed a single DS1 of local
                  traffic per month. Either Party will install additional
                  capacity between such points when overflow traffic between
                  ITC/\DeltaCom's switching center and BellSouth's end office
                  exceeds or is forecasted to exceed a single DS1 of local
                  traffic per month. In the case of one way trunking, additional
                  trunking shall only be required by the Party whose trunking
                  has achieved the preceding usage threshold.

                  (3) Mutual Agreement - The Parties may install direct end
                  office trunking upon mutual agreement in the absence of the
                  conditions (1) or (2) above and agreement will not
                  unreasonably be withheld.

3.2.6    Switched Access traffic will be delivered to and by IXCs based on
         ITC/\DeltaCom's NXX Access Tandem homing arrangement as specified by
         ITC/\DeltaCom in the national Local Exchange Routing Guide (LERG).

3.2.7    All trunk groups will be provisioned as Signaling System 7 (SS7)
         capable where technically feasible.

  3.3.   MULTIPLE TANDEM ACCESS.

3.3.1    Multiple Tandem Access (MTA) provides for LATA wide transport and
         termination of local and intraLATA toll traffic of a Party by
         establishing interconnection trunk group(s) at the transporting and
         terminating Party's access tandem with routing through multiple access
         tandems of the transporting and terminating Party as required. However,
         the Party originating such traffic must establish interconnection trunk
         group(s) at all access tandems of the transporting and terminating
         Party where the originating Party's NXXs are "homed". If the
         originating Party does not have NXXs homed at an access tandem of the
         transporting and terminating Party within a LATA and elects not to
         establish an interconnection trunk group(s) at such access tandem, the
         originating Party may order MTA in

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<PAGE>

ATTACHMENT 3                                                             PAGE 13


         each access tandem of the transporting and terminating Party within the
         LATA where it does have interconnection trunk group(s) and the
         transporting and terminating Party will terminate traffic to end-users
         served through those access tandems where the originating Party does
         not have an Interconnection Point. MTA shall be provisioned in
         accordance with the transporting and terminating Party's Ordering
         Guidelines.

3.3.2    MTA does not include switched access traffic that transits the
         transporting and terminating Party's network to an Interexchange
         Carrier (IXC). Switched Access traffic will be delivered to and by IXCs
         based on the originating Party's NXX Access Tandem homing arrangement
         as specified by the originating Party in the national Local Exchange
         Routing Guide (LERG).

3.3.3    For local and intraLATA toll traffic originated by one Party that the
         other Party transports but is destined for termination by a third Party
         network (transit traffic), MTA is required if multiple access tandems
         are necessary to deliver the call to the third party network..

3.3.4    With MTA, for the delivery of a Party's local and ISP-bound traffic,
         such Party will be assessed charges as specified in Attachment 11 to
         this Agreement for the additional transport and tandem switching on an
         elemental basis in addition to the reciprocal compensation rate to
         which the Parties have agreed in Section 6.1.2. Notwithstanding the
         foregoing, in the situation of tandem exhaust at any particular tandem,
         where the Parties choose MTA as an alternative routing plan, the
         Parties will negotiate in good-faith appropriate rates, terms and
         conditions for MTA.

3.3.5    To the extent a Party does not purchase MTA in a calling area that has
         multiple access tandems serving the calling area as defined by the
         other Party, such must establish an interconnection trunk group(s) to
         every access tandem in the calling area in order to serve the entire
         calling area. To the extent a Party does not purchase MTA and provides
         intraLATA toll service to its customers, it may be necessary for it to
         establish interconnection trunk group(s) to additional access tandems
         of the transporting and terminating Party that serve end offices
         outside the local calling area.

3.4      LOCAL TANDEM INTERCONNECTION. This interconnection arrangement allows
         ITC/\DeltaCom to establish interconnection trunk group(s) at BellSouth
         local tandems for: (1) the delivery of ITC/\DeltaCom-originated local
         traffic transported and terminated by BellSouth to BellSouth end
         offices within the local calling area as defined in BellSouth's GSST,
         section A3 served by those BellSouth local tandems, and (2) for local
         transit traffic transported by BellSouth for third party network
         providers who have also established interconnection trunk group(s) at
         those BellSouth local tandems.

3.4.1    When a specified local calling area is served by more than one
         BellSouth local tandem, ITC/\DeltaCom must designate a "home" local
         tandem for each of its assigned

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<PAGE>

ATTACHMENT 3                                                             PAGE 14


         NPA/NXXs and establish trunk connections to such local tandems.
         Additionally, ITC/\DeltaCom may choose to establish interconnection
         trunk group(s) at the BellSouth local tandems where it has no codes
         homing but is not required to do so. ITC/\DeltaCom may deliver local
         traffic to a "home" BellSouth local tandem that is destined for other
         BellSouth or third party network provider end offices subtending other
         BellSouth local tandems in the same local calling area where
         ITC/\DeltaCom does not choose to establish a interconnection trunk
         group(s). It is ITC/\DeltaCom's responsibility to enter its own NPA/NXX
         local tandem homing arrangements into the Local Exchange Routing Guide
         (LERG) either directly or via a vendor in order for other third party
         network providers to determine appropriate traffic routing to
         ITC/\DeltaCom's codes. Likewise, ITC/\DeltaCom shall obtain its routing
         information from the LERG.

3.4.2    Notwithstanding establishing interconnection trunk group(s) to
         BellSouth's local tandems, ITC/\DeltaCom must also establish
         interconnection trunk group(s) to BellSouth access tandems within the
         LATA on which ITC/\DeltaCom has NPA/NXX's homed for the delivery of
         Interexchange Carrier Switched Access (SWA) and toll traffic, and
         traffic to Type 2A CMRs connections located at the access tandems.
         BellSouth cannot switch SWA traffic through more than one BellSouth
         access tandem. SWA, Type 2A CMRs or toll traffic routed to the local
         tandem in error will not be backhauled to the BellSouth access tandem
         for completion. (Type 2A CMRs interconnection is defined in BellSouth's
         A35 General Subscriber Services Tariff.)

3.4.3    BellSouth's provisioning of local tandem interconnection assumes
         that ITC/\DeltaCom has executed the necessary local interconnection
         agreements with the other third party network providers subtending
         those local tandems as required by the Act.

3.5      Direct connection to an End Office shall provide the Party requesting
         Interconnection with access to all valid NXX codes served by that End
         Office. Direct end office trunking may not be unreasonably withheld.
         Trunking can be established to tandems or end offices or a combination
         as mutually agreed.

3.6      If a pre-existing trunk group is unable to support additional traffic
         loads, or consistent with standard trunk engineering practices, is
         reasonably forecasted as specified in accordance with Section 4.4 to be
         unable to support additional traffic loads, each Party shall, upon
         request of the other Party, provision additional trunks to expand the
         capacity of such pre-existing trunk group (within the timeframes
         specified in Attachments 6 and 10 to the Agreement).

3.7      ITC/\DeltaCom may opt at any time to terminate to BellSouth some or all
         local exchange traffic and intraLATA toll traffic originating on its
         network, together with switched access traffic, via Feature Group B or
         D Switched Access services which ITC/\DeltaCom may otherwise purchase
         from BellSouth, subject to the rates, terms and conditions specified in
         BellSouth's applicable switched access tariffs. At no time shall
         ITC/\DeltaCom be required to route outbound traffic via facilities for
         which a full retail or end

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<PAGE>

ATTACHMENT 3                                                             PAGE 15


         user toll charge would be assessed when parallel FG-B or FG-D routing,
         or routing via a different carrier exists which is capable of carrying
         and completing said traffic at more favorable rates. However, Switched
         Access Traffic will not be represented as Local Traffic.

4.0      NETWORK DESIGN AND MANAGEMENT FOR INTERCONNECTION

4.1      NETWORK MANAGEMENT AND CHANGES. BellSouth shall work cooperatively with
         ITC/\DeltaCom to install and maintain the most effective and reliable
         interconnected telecommunications networks, including but not limited
         to, the exchange of toll-free maintenance contact numbers and
         escalation procedures. BellSouth agrees to provide public notice of
         changes in the information necessary for the transmission and routing
         of services using its Local Exchange facilities or networks, as well as
         of any other changes that would affect the interoperability of those
         facilities and networks.

4.2      INTERCONNECTION- TECHNICAL STANDARDS. The interconnection of all
         networks will be based upon accepted industry/national guidelines for
         transmission standards and traffic blocking criteria. Interconnecting
         facilities shall conform, at a minimum, to the telecommunications
         industry standard of DS1 pursuant to Bellcore Standard No.
         TR-NWT-00499. Signal transfer point, Signaling System 7("SS7")
         connectivity is required at each interconnection point. BellSouth will
         provide out-of-band signaling using Common Channel Signaling Access
         Capability where technically and economically feasible, in accordance
         with the technical specifications set forth in the BellSouth Guidelines
         to Technical Publication, TR-TSV000905. Facilities of each Party shall
         provide the necessary on-hook, off-hook answer and disconnect
         supervision and shall hand off calling number ID when technically
         feasible.

4.3      NETWORK MANAGEMENT CONTROLS. Both Parties shall work cooperatively with
         each other to apply sound network management principles by invoking
         appropriate network management controls, e.g., call gapping, to
         alleviate or prevent network congestion.

4.4      FORECASTING REQUIREMENTS

4.4.1    The Parties shall exchange technical descriptions and forecasts of
         their Interconnection and traffic requirements in sufficient detail
         necessary to establish the interconnections required to assure traffic
         completion to and from all customers in their respective designated
         service areas. In order for BellSouth to provide as accurate reciprocal
         trunking forecasts as possible to ITC/\DeltaCom, ITC/\DeltaCom must
         timely inform BellSouth of any known or anticipated events that may
         affect BellSouth reciprocal trunking requirements. If ITC/\DeltaCom
         refuses to provide such information, BellSouth shall provide reciprocal
         trunking forecasts based only on existing

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<PAGE>

ATTACHMENT 3                                                             PAGE 16


         trunk group growth and BellSouth's annual estimated percentage of
         BellSouth subscriber line growth.

4.4.2    Both Parties shall meet every six (6) months or at otherwise mutually
         agreeable intervals for the purpose of exchanging non-binding forecasts
         of their traffic and volume requirements for the Interconnection and
         Network Elements provided under this Agreement, in the form and in such
         detail as agreed by the Parties. The Parties agree that each forecast
         provided under this Section shall be deemed "Confidential Information"
         under Section 9 of the General Terms and Conditions - Part A of the
         Agreement.

4.4.3    The trunk forecast should include trunk requirements for all of the
         interconnecting trunk groups for the current year plus the next two
         future years. The forecast meeting between the Parties could be a
         face-to-face meeting, video conference or audio conference. It could be
         held regionally or geographically. Ideally, these forecast meetings
         should be held at least semi-annually, or more often if the forecast is
         no longer usable. Updates to a forecast or portions thereof, should be
         made whenever the Party providing the forecast deems that the latest
         trunk requirements exceed the original quantities by 24 trunks or ten
         percent (10%), whichever is greater. Either Party should notify the
         other Party if they have measurements indicating that a trunk group is
         exceeding its designed call carrying capacity and is impacting other
         trunk groups in the network. Also, either Party should notify the other
         Party if they know of situations where the traffic load is expected to
         increase significantly and thus affect the interconnecting trunk
         requirements as well as the trunk requirements within the other Party's
         network. The Parties agree that the forecast information provided under
         this Section shall be deemed "Confidential Information" as described in
         the General Terms and Conditions Part A of the Agreement.

4.4.4    Binding forecast:

4.4.4.1  In addition to, and not in lieu of, non-binding forecasts,
         ITC/\DeltaCom may at its electionprovide to BellSouth a binding
         forecast of the trunks that BellSouth will need to interconnect with
         ITC/\DeltaCom in order to terminate traffic to ITC/\DeltaCom. Unless
         otherwise agreed, a binding forecast may not be requested for an
         existing trunk group that is underutilized as defined in this section
         or for exhausted BellSouth switch locations. ITC/\DeltaCom shall
         provide to BellSouth sufficient justification for the quantity of
         trunks contained within the binding forecast. The due date contained in
         the binding forecast shall be no less than three months from the date
         of the binding forecast. Once the binding forecast is submitted to
         BellSouth, ITC/\DeltaCom agrees to make no changes to said forecast.

4.4.4.2  BellSouth shall provide the total amount of requested trunks from
         either tandem or end offices depending on trunk and facilities
         availability.

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<PAGE>

ATTACHMENT 3                                                             PAGE 17


4.4.4.3  A binding forecast shall not replace the ASR process of ordering trunks
         and BellSouth shall order the quantity of trunks from ITC/\DeltaCom set
         forth in the binding forecast. BellSouth shall request due dates on the
         trunk orders to coincide with the due dates specified in the binding
         forecast, and the Parties shall provision the ordered trunks by the due
         date.

4.4.4.4  To recover the cost associated with assuring that the quantity of trunk
         port terminations needed to meet the binding forecast are available on
         the agreed upon due date, ITC/\DeltaCom shall pay to BellSouth a non-
         recurring charge of $305.00 for the first DS1 trunk port and a non-
         recurring charge $152.50 for each additional DS1 trunk port forecasted
         in a trunk group (i.e. between an A to Z location or BellSouth switch
         location to an ITC/\DeltaCom switch location)

4.4.4.5  If, within 180 days of the installation of the trunks, 60 percent of
         the capacity of the trunks is not being utilized, ITC/\DeltaCom will
         pay BellSouth a percentage of the total monthly recurring trunk and
         facility charges as set forth in BellSouth's tariffs for the percentage
         of the trunks' capacity that is not being utilized.

4.4.4.6  If, within 360 days of the installation of the trunks, 85 percent of
         the capacity of the trunks is not being utilized, ITC/\DeltaCom will
         pay BellSouth a percentage of the total monthly recurring trunk and
         facility charges as set forth in BellSouth's tariffs for the percentage
         of the trunks' capacity that is not being utilized.

4.4.4.7  If, within 405 days of the installation of the trunks, the trunks are
         not being utilized to 85 percent of the capacity of the trunks, the
         excess trunks may be disconnected by BellSouth.

4.4.4.8  Utilization on BellSouth reciprocal interconnection trunk groups
         associated with a binding forecast shall be measured monthly and shall
         be measured at the time consistent busy hour. The charges as a result
         of under-utilization as described in the preceding section shall apply
         monthly.

4.4.4.9  Except in the instance of underutilization by ITC/\DeltaCom in Section
         4.4.4.5 , neither Party shall charge the other for nonrecurring trunk
         and recurring, if applicable, trunk charges associated with a binding
         forecast.

4.4.4.10 Where BellSouth installs additional facilities on an interconnection
         trunk group associated with a binding forecast, ITC/\DeltaCom will not
         be subject to underutilization penalties as set for in this Section
         4.4.4.

4.5      COMMON CHANNEL SIGNALING. Both Parties shall provide LEC-to-LEC Common
         Channel Signaling ("CCS") to each other, where available, in
         conjunction with all traffic in order to enable full interoperability
         of CLASS

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<PAGE>

ATTACHMENT 3                                                             PAGE 18


         features and functions except for call return. All CCS signaling
         parameters will be provided, including automatic number identification
         ("ANI"), calling party number ("CPN"), originating line information
         ("OLI"), calling company category, charge number, etc. All privacy
         indicators will be honored, and each Party will cooperate with the
         other on the exchange of Transactional Capabilities Application Part
         ("TCAP") messages to facilitate full interoperability of CCS-based
         features between the respective networks. Where available, network
         signaling information such as Carrier Identification Parameter (CCS
         platform), at the standard tariff rates, and CIC/OZZ information
         (non-CCS environment) will be provided wherever such information is
         needed for call routing or billing. The Parties will follow all
         Ordering and Billing Forum (OBF) adopted standards pertaining to
         CIC/OZZ codes. Where CCS is not available, in-band multi-frequency (MF)
         wink start E&M channel Associated signaling will be provided. Such MF
         arrangements will require a separate trunk group between
         ITC/\DeltaCom's switch and one specified BellSouth switch.
         ITC/\DeltaCom shall establish CCS interconnection with BellSouth signal
         transfer points (STPs) in each LATA, either directly or via an
         intermediary STP provider.

4.5.1    Where the interconnection is via B-link connections, charges for the
         SS7 interconnection elements are as follows: 1) Port Charge - BellSouth
         will not bill an STP port charge nor will BellSouth agree to pay a port
         charge; 2) SS7 Network Usage - BellSouth will bill SS7 Network Usage
         and will agree to pay usage billed by ITC/\DeltaCom (to the extent that
         a flat rate surrogate charge is billed by ITC/\DeltaCom, it will not
         exceed BellSouth's charge); 3) SS7 Link- BellSouth will bill for only
         two links of each quad ordered. Application of these charges in this
         manner reflects the reciprocal use of the two parties signaling
         networks.

4.5.2    Where the interconnection is via A-link connections, charges for the
         SS7 interconnection elements are as follows: 1) Port Charge- BellSouth
         will bill an STP port charge and does not agree to pay a termination
         charge at ITC/\DeltaCom's end office; 2) SS7 Network Usage- BellSouth
         will bill for usage on its SS7 network and will not agree to pay for
         any usage billed by ITC/\DeltaCom; 3) Link- BellSouth will bill full
         charges for each link in the A link pair and will not agree to pay
         ITC/\DeltaCom for any portion of those links

4.5.3    Call Information. BellSouth and ITC/\DeltaCom will send and receive 10
         digits for local traffic. BellSouth and ITC/\DeltaCom shall exchange
         the proper call information, i.e., originated call company number and
         destination call company number, CIC, and OZZ, including all proper
         translations for routing between networks and any information necessary
         for billing.

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ATTACHMENT 3                                                             PAGE 19


4.5.4    Each Party is responsible for requesting Interconnection to the other
         Party's CCS network, where SS7 signaling on the trunk group(s) is
         desired. The Parties shall establish Interconnection at the STP.

4.5.5    Where available and upon the request of the other Party, each Party
         shall cooperate to ensure that its trunk groups are configured
         utilizing the B8ZS ESF protocol for 64 kbps clear channel transmission
         to allow for ISDN interoperability between the Parties' respective
         networks.

4.5.6    All originating Toll Free Service calls for which BellSouth performs
         the Service Switching Point (SSP) function (e.g., performs the database
         query) shall be delivered by ITC/\DeltaCom using GR-394 format over the
         transit trunk group. Carrier Code "0110" and Circuit Code of "08" shall
         be used for all such calls. In the event ITC/\DeltaCom becomes a toll
         free service provider, BellSouth shall deliver traffic using the GR-394
         format over a trunk group designated for Toll Free Service.

4.5.7    All originating Toll Free Service calls for which ITC/\DeltaCom
         performs the SSP function, if delivered to BellSouth, shall be
         delivered by ITC/\DeltaCom using GR-394 format over the transit trunk
         group for calls destined to IXCs, or shall be delivered by
         ITC/\DeltaCom using GR-317 format over the Local Interconnection Trunk
         Group for calls destined to end offices that directly subtend BellSouth
         access tandems.

5.0      PARITY

         Interconnection shall be equal in quality to that provided by the
         Parties to themselves or to any subsidiary, affiliate, or other party.
         Equal in quality means that interconnection facilities shall meet the
         same technical criteria and service standards that are used within the
         Parties' own networks, such as probability of blocking in peak hours
         and transmission standards.

5.1      The Parties shall provide Interconnection (i) in accordance with the
         requirements of this Attachment 3, (ii) in conformance with the
         Performance Standards listed in Attachment 10, and (iii) as required by
         the applicable state Commission and the FCC.

5.2      Local Dialing Parity

         Each party shall provide local dialing parity, meaning that each
         party's customers will not have to dial any greater number of digits
         than the other Party's customers to complete the same call. In
         addition, under equivalent interconnection arrangements, ITC/\DeltaCom
         local service customers will experience at least the same quality as
         bellsouth local service customers regarding post-dial delay, call
         completion rate and transmission quality.

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ATTACHMENT 3                                                             PAGE 20


6.0      INTERCONNECTION COMPENSATION

6.1      COMPENSATION FOR CALL TRANSPORTATION AND TERMINATION FOR LOCAL TRAFFIC
         AND INTER-CARRIER COMPENSATION FOR ISP-BOUND TRAFFIC

6.1.1    Local Traffic is defined as any telephone call that originates and
         terminates in the same Local Access and Transport Area ("LATA") as that
         term is defined in 47 U.S.C. ss. 153(25) of the Communications Act of
         1934, as amended.

6.1.2    Subject to the Parties agreement to the terms of Sections 1.2 through
         1.2.8, 1.3.2, 3.3.3, and 6.1 through 6.1.9,the Parties will compensate
         each other on a mutual and reciprocal basis for the transport and
         termination of Local Traffic at the following rates:

         1/1/01 - 12/31/01                           $.00175 per MOU
         1/1/02 - 12/31/02                           $.00150 per MOU

         The Parties recognize and agree that they negotiated these annual rates
         together as a complete rate structure to apply over the full term of
         this Agreement and that the Parties would not have mutually agreed to
         accept a single annual rate in any single year.

6.1.3    The Parties have been unable to agree upon whether dial up calls to
         Internet Service Providers ("ISPs") should be considered Local Traffic
         for purposes of this Agreement. Dial-up Calls are defined as calls to
         an ISP that are dialed by using a local dialing pattern (7 or 10
         digits) by the calling party to an ISP server located in the LATA
         (hereinafter referred to as "ISP-bound traffic"). However, without
         prejudice to either Party's position concerning the application of
         reciprocal compensation to ISP-bound traffic, the Parties agree for
         purposes of this Agreement only to compensate each other for the
         delivery of ISP-bound traffic at the same per minute of use rates set
         forth in Paragraph 6.1.2. It is expressly understood and agreed that
         this inter-carrier compensation mechanism for ISP-bound traffic is
         being established in consideration for: (1) the waiver and release by
         each Party for any and all claims for reciprocal compensation for
         ISP-bound traffic exchanged between the Parties prior to January 1,
         2001, which is hereby given; and (2) the terms and conditions in
         Sections 1.2 through 1.2.8, 1.3.2, 3.3.3, and 6.1 through 6.1.9.

6.1.4.   The Parties recognize and agree that the FCC, courts of competent
         jurisdiction, or state commissions with jurisdiction over the Parties
         will issue subsequent decisions on ISP-bound traffic ("Subsequent
         Decisions"). Notwithstanding any provision in this Agreement to the
         contrary, the inter-carrier compensation mechanism established in
         Section 6.1.3 shall continue at the rates set forth in Section 6.1.2
         through December 31, 2002 without regard to such Subsequent Decisions.

6.1.5    ITC/\DeltaCom hereby waives its rights under this Agreement as well as
         under Section 252(i) of the 1996 Act and applicable FCC regulations to
         elect rates, terms, and conditions from any other approved
         interconnection agreement executed by BellSouth as

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<PAGE>

ATTACHMENT 3                                                             PAGE 21



         they relate to: (a) Local Interconnection arrangements described in
         Section 1 of Attachment 3 to this Agreement; (b) Multiple Tandem Access
         described in Section 3 of Attachment 3 to this Agreement; and (c)
         Interconnection Compensation described in Section 6 of Attachment 3 to
         this Agreement. Accordingly, during the term of this Agreement,
         ITC/\DeltaCom agrees that it will not seek to elect such rates, terms,
         or conditions from another interconnection agreement, regardless of
         when that interconnection agreement was entered into by BellSouth and
         regardless of when ITC/\DeltaCom became aware of the existence of such
         agreement. Nothing herein shall be construed as a waiver of
         ITC/\DeltaCom's rights to elect any rates, terms, and conditions to
         take effect after December 31, 2002.

6.1.6    The Parties recognize and agree that the compensation for the transport
         and termination of Local Traffic set forth in Section 6.1.2 and the
         inter-carrier compensation mechanism for ISP-bound traffic set forth in
         Section 6.1.3 are intended to allow each Party to recover costs
         associated with such traffic. The Parties agree to act in good faith in
         seeking compensation under Section 6.1.2 and Section 6.1.3 of this
         Agreement and to refrain from taking any action, whether directly or
         indirectly, for the primary purpose of generating compensation from the
         other Party. For example, the Parties recognize and agree that such
         compensation will not be billed and shall not be paid for a call placed
         by an end user customer, or placed on behalf of an end user customer,
         to establish or maintain a network connection if: (1) such call is not
         recognized by industry practice to constitute traffic (voice or data)
         which results from a telephone call; (2) the end user customer does not
         control the dialed number destination and content of that call; and (3)
         the primary purpose of that call is to generate the payment of
         compensation as a result of establishing or maintaining the network
         connection.

6.1.7    In Order No. PSC-00-0537-FOF-TP in Docket 990750-TP dated March 15,
         2000, the Florida Public Service Commission approved a reciprocal
         compensation rate of $.009 per minute of use for inclusion in the
         interconnection agreement between BellSouth and ITC/\DeltaCom. Upon
         BellSouth's motion for reconsideration, the Florida Commission directed
         that the Parties mediate their dispute over the appropriate reciprocal
         compensation rate. In consideration for the resolution of this dispute,
         BellSouth hereby agrees to prepay compensation to ITC/\DeltaCom for the
         Local Traffic to be transported and terminated to ITC/\DeltaCom and the
         ISP-bound traffic to be handled by ITC/\DeltaCom during 2001 and 2002
         based upon ITC/\DeltaCom's good-faith forecast of the amount of such
         traffic during this period. The compensation that BellSouth will prepay
         is Twenty Four Million Dollars ($24,000,000) for 2001 and an amount not
         to exceed Twenty Four Million Dollars ($24,000,000) for 2002. Such
         prepaid compensation is subject to the reconciliation process and the
         cap set forth in Sections 6.1.7.1, 6.1.7.2, and 6.1.7.3 respectively,
         and the change in control provision set forth in Section 6.1.7.4.

6.1.7.1  The prepayment of compensation pursuant to Section 6.1.7 shall not
         relieve ITC/\DeltaCom of the obligation to render monthly invoices to
         BellSouth reflecting the total minutes of Local Traffic transported and
         terminated to ITC/\DeltaCom and the minutes of ISP-bound traffic
         handled by ITC/\DeltaCom for which compensation is being sought from
         BellSouth. Not later than July 30, 2001, the Parties agree to review
         these


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ATTACHMENT 3                                                             PAGE 22


         invoices to verify the minutes of Local Traffic transported and
         terminated to ITC/\DeltaCom and the minutes of ISP-bound traffic
         handled by ITC/\DeltaCom during the first six months of 2001. A similar
         review will be conducted as soon as practicable in December 2001 for
         the preceding three month-period ("December 2001 Review"). Subsequent
         reviews will be conducted quarterly in 2002. As part of these reviews,
         ITC/\DeltaCom agrees to provide BellSouth upon request whatever
         information may be reasonably necessary to verify the minutes of use
         for which compensation is being sought from BellSouth. If, as a result
         of these reviews, the Parties determine that ITC/\DeltaCom's actual
         minutes of use for Local Traffic and ISP-bound traffic are below the
         forecasted amounts for such traffic, ITC/\DeltaCom will refund promptly
         to BellSouth the prepaid compensation attributable to the difference
         between the actual and forecasted minutes of use. If, as a result of
         these reviews, the Parties determine that ITC/\DeltaCom's actual
         minutes of use for Local Traffic and ISP-bound traffic exceed the
         forecasted amounts, BellSouth will pay promptly to ITC/\DeltaCom
         compensation attributable to the difference between the actual and
         forecasted minutes of use, subject to the cap set forth in Section
         6.1.7.3. Any dispute that may arise during this reconciliation process
         shall be handled pursuant to the dispute resolution procedures under
         this Agreement.

6.1.7.2  The specific amount of reciprocal compensation to be prepaid by
         BellSouth for the Local Traffic to be transported and terminated to
         ITC/\DeltaCom and the ISP-bound traffic to be handled by ITC/\DeltaCom
         during 2002 will be determined as a result of the December 2001 Review.
         As part of this review, the Parties will calculate the Prepayment
         Threshold by: (a) calculating the total minutes of use of Local Traffic
         and ISP-bound traffic originated by BellSouth for which ITC/\DeltaCom
         is seeking compensation during September, October, and November 2001;
         (b) multiplying these total minutes by the rate of $.0015 per minute of
         use; and (c) annualizing the results by applying a factor of four. If
         the Prepayment Threshold is equal to or exceeds Twenty One Million Six
         Hundred Thousand Dollars ($21,600,000), BellSouth will prepay
         compensation to ITC/\DeltaCom for the Local Traffic to be transported
         and terminated to ITC/\DeltaCom and the ISP-bound traffic to be handled
         by ITC/\DeltaCom during 2002 in the amount of Twenty Four Million
         Dollars ($24,000,000). If the Prepayment Threshold is less than Twenty
         One Million Six Hundred Thousand Dollars ($21,600,000), BellSouth will
         prepay compensation to ITC/\DeltaCom for the Local Traffic to be
         transported and terminated to ITC/\DeltaCom and the ISP-bound traffic
         to be handled by ITC/\DeltaCom during 2002 in the amount of the
         Prepayment Threshold.

6.1.7.3  Notwithstanding the prepayment of compensation by BellSouth and
         notwithstanding any provision in this Agreement to the contrary,
         BellSouth's total liability for compensation to ITC/\DeltaCom for the
         transport and termination of Local Traffic and for the handling of
         ISP-bound traffic shall not exceed Twenty Seven Million and Five
         Hundred Thousand Dollars ($27,500,000) for 2001 and Twenty Nine Million
         and Five Hundred Thousand Dollars ($29,500,000) for 2002. ITC/\DeltaCom
         agrees that once the cap has been met in a particular year that it will
         not seek to collect compensation from BellSouth, whether directly or
         indirectly, for the transport and termination of Local Traffic and for
         the handling of ISP-bound traffic. The Parties agree that no
         compensation will be due from

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ATTACHMENT 3                                                             PAGE 23


         BellSouth for resold services purchased by ITC/\DeltaCom from
         BellSouth, even if ITC/\DeltaCom purchases such services on behalf of
         or for the use of another entity, whether or not affiliated with
         ITC/\DeltaCom. Further, the Parties agree that no compensation will be
         due from ITC/\DeltaCom to BellSouth for transport and termination of
         Local Traffic over resold services.

6.1.7.4  DeltaCom hereby agrees that it will not dissolve, consolidate,
         reorganize, merge or sell all or substantially all of its stock or
         assets without the prior written consent of BellSouth, which consent
         shall not be unreasonably withheld. In the event BellSouth consents to
         a dissolution of ITC/\DeltaCom, and prior to such dissolution taking
         effect, ITC/\DeltaCom shall reimburse BellSouth all unaccrued amounts
         of compensation prepaid by BellSouth pursuant to Section 6.1.7 as of
         the effective date of such dissolution. In the event BellSouth consents
         to a consolidation, reorganization or merger of ITC/\DeltaCom or an
         acquisition of all or substantially all of the stock or assets of
         ITC/\DeltaCom, BellSouth shall have the option to either continue
         pursuant to the terms and conditions of this Agreement or elect to be
         reimbursed by ITC/\DeltaCom or its successor interest for all unaccrued
         amounts of compensation prepaid by BellSouth pursuant to Section 6.1.7
         as of the effective date of such consolidation, reorganization, merger,
         or acquisition. In the event BellSouth elects to exercise its option of
         reimbursement as a result of consolidation, reorganization, merger or
         acquisition described herein, this Agreement shall be deemed amended as
         of the effective date of such consolidation, reorganization, merger, or
         acquisition to delete Section 6.1.7 in its entirety, such that: (a) the
         rates set forth in Section 6.1.2 for the transport and termination of
         Local Traffic and the delivery of ISP-bound traffic shall continue in
         effect for all applicable minutes of use during the applicable period
         of time following such consolidation, reorganization, merger, or
         acquisition; (b) compensation for such minutes of use shall be paid by
         BellSouth to such successor in interest to this Agreement based upon
         actual minutes of use during the applicable time period; and (c) the
         cap set forth in Section 6.1.7.3 shall be eliminated and of no effect.
         Prior to the effective date of any consolidation, reorganization,
         merger, or acquisition described herein, ITC/\DeltaCom shall take all
         necessary steps to bind its successor in interest to the terms of this
         Section.

6.1.7.5  However, in the event BellSouth does not consent to a ITC/\DeltaCom
         dissolution, consolidation, reorganization, merger or sale of all or
         substantially all of ITC/\DeltaCom's stock or assets, ITC/\DeltaCom may
         refund to BellSouth all unaccrued amounts prepaid to ITC/\DeltaCom as
         described in Section 6.1.7 and proceed with such dissolution,
         consolidation, reorganization, merger or sale of all or substantially
         all of ITC/\DeltaCom's stock or assets. However, in this event, this
         Agreement shall be deemed amended as of the effective date of such
         consolidation, reorganization, merger, or acquisition to delete Section
         6.1.7 in its entirety, such that: (a) the rates set forth in Section
         6.1.2 for the transport and termination of Local Traffic and the
         delivery of ISP-bound traffic shall continue in effect for all
         applicable minutes of use during the applicable period of time
         following such consolidation, reorganization, merger, or acquisition;
         (b) compensation for such minutes of use shall be paid by BellSouth to
         such successor in interest to this Agreement based upon actual minutes
         of use during the applicable time period; and (c) the cap set forth in
         Section 6.1.7.3 shall be eliminated and of no effect.

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ATTACHMENT 3                                                             PAGE 24


6.1.7.6  BellSouth may from time to time elect to apply a portion of the
         prepayment described in this Section against other amounts due from
         BellSouth to ITC/\DeltaCom for services provided by ITC/\DeltaCom to
         BellSouth between the date of this Agreement and December 31, 2002.
         BellSouth's election as described in this paragraph shall not affect
         BellSouth's obligation to pay in full all amounts when due for services
         provided to BellSouth by ITC/\DeltaCom, including, without limitation
         the obligation of payment of reciprocal compensation as provided in
         this Section 6.1.6 and subject to the terms and conditions set forth
         therein.

6.1.8    Neither Party shall represent switched access services traffic as Local
         Traffic for purposes of payment of reciprocal compensation.

6.1.9    Local traffic is defined in Section 6.1.1 as any call that originated
         and terminates within the same LATA and therefore is subject to
         reciprocal compensation. All other traffic including transit traffic is
         subject to switched access charges as defined by the parties'
         respective tariffs. Notwithstanding the above, any mandated local
         calling areas shall be subject to reciprocal compensation and not
         access charges

7.       TRANSMISSION AND ROUTING OF EXCHANGE ACCESS TRAFFIC

         The Parties shall jointly provide Tandem-transported Switched Exchange
         Access Services to Interexchange Carriers to enable such Interexchange
         Carriers to originate and terminate traffic from/to ITC/\DeltaCom's End
         Users, and to originate and terminate traffic to/from BellSouth's End
         Users.

8.0      NXX TRANSLATIONS IMPLEMENTATION

         It shall be the responsibility of each Party to program and update its
         switches and network systems pursuant to the local exchange routing
         guide (LERG) and other switched telecommunications industry guidelines
         to recognize and route traffic to the other Party's assigned NXX codes.
         Neither Party shall impose any fees or charges whatsoever on the other
         Party for such activities.

8.1      Testing and inputting of the translations in the BellSouth databases of
         ITC/\DeltaCom's NXXs' should be the same as BellSouth's own.

8.2.1    Each Party will translate NXXs according to industry guidelines,
         including the terminating LATA in which the NXXs/rate center is
         located.

8.3      The Parties will cooperate and implement industry solutions for number
         conservation, e.g. number pooling.

9.0      MEET-POINT BILLING ARRANGEMENTS

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ATTACHMENT 3                                                             PAGE 25


9.1      MEET-POINT BILLING

         When BellSouth and ITC/\DeltaCom provide an access service connection
         between an interexchange carrier ("IXC") and each other, each party
         will provide its own access services to the IXC on a multi-bill,
         multi-tariff meet-point basis. Each party will bill its own access
         services rates to the IXC with the exception of the interconnection
         charge. The interconnection charge will be billed by the party
         providing the end office function. The Parties will use the Multiple
         Exchange Carrier Access Billing guidelines to establish meet point
         billing for all applicable traffic, including traffic terminating to
         ported numbers. 30-day billing periods will be employed for these
         arrangements. The recording party agrees to provide to the initial
         billing company, at no charge, the switched access detailed usage data
         within no more than sixty (60) days after the recording date. The
         initial billing company will provide the switched access summary usage
         data to all subsequent billing companies within 10 days of rendering
         the initial bill to the IXC. Each company will notify the other when it
         is not feasible to meet these requirements so that the customers may be
         notified for any necessary revenue accrual associated with the
         significantly delayed recording or billing. As business requirements
         change data reporting requirements may be modified as necessary.

9.2      In the event that either Party fails to provide switched access
         detailed usage data to the other Party within 90 days after the
         recording date and the receiving Party is unable to bill and/or collect
         access revenues due to the sending Party's failure to provide such data
         within said time period, then the Party failing to send the data as
         specified herein shall be liable to the other Party in an amount equal
         to the unbillable or uncollectible revenues. Each Party will provide
         complete documentation to the other to substantiate any claim of
         unbillable access revenues. A negotiated settlement will be agreed upon
         between the Parties.

9.3      Each company will retain for a minimum period of sixty (60) days,
         access message detail sufficient to recreate any data which is lost or
         damaged by their company or any third party involved in processing or
         transporting data.

9.4      Each company agrees to recreate the lost or damaged data within five
         (5) days of notification by the other or by an authorized third party
         handling the data.

9.5      Each company also agrees to process the recreated data within five (5)
         days of receipt at its data processing center.

9.6      All claims should be filed with the other company with 120 days of the
         receipt of the date of the unbillable usage.

9.7      The Initial Billing Company shall keep records of its billing
         activities relating to jointly-provided Intrastate and Interstate
         access services in sufficient detail to permit the Subsequent Billing
         Company to, by formal or informal review or

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<PAGE>

ATTACHMENT 3                                                             PAGE 26


         audit, to verify the accuracy and reasonableness of the
         jointly-provided access billing data provided by the Initial billing
         Company. Each company agrees to cooperate in such formal or informal
         reviews or audits and further agrees to jointly review the findings of
         such reviews or audits in order to resolve any differences concerning
         the findings thereof.

9.8  The billing percentages shall be calculated by the Parties according to one
     of the methodologies specified for such purposes in the MECAB document and
     filed by the Parties, if applicable, in the National Exchange Carrier
     Association ("NECA") FCC Tariff No. 4.

9.9      Switched Access Traffic shall be defined in accordance with either
         Party's Commision approved Access Tariffs.

10.      TRANSIT TRAFFIC SERVICE

10.1     Transit Traffic Service is defined as the tandem switching, transport
         and delivery by one Party of (1) Local Traffic, IntraLATA Toll Traffic
         and InterLATA Toll Traffic originated from the other Party and
         terminating to a third party carrier, and (2) Local Traffic, IntraLATA
         Toll Traffic and InterLATA Toll Traffic originated from a third party
         carrier and terminating to the other Party. The Parties shall provide
         Transit Traffic Service to ITC/\DeltaCom in accordance with this
         Section 10. Rates for Transit Traffic Service for Local Traffic shall
         be the applicable call transport and termination charges for Local
         Traffic, as set forth in Attachment 11 to this Agreement. Rates for
         Transit Traffic Service for IntraLATA Toll Traffic and InterLATA Toll
         Traffic (i.e., Switched Access Traffic) shall be the applicable call
         transport and termination charges as set forth in the providing Party's
         Intrastate or Interstate switched access tariff, as filed and effective
         with the FCC or appropriate State Commission. Billing associated with
         all Transit Traffic Service shall be pursuant to MECAB procedures.
         Wireless Type 1 traffic shall not be treated as transit traffic from a
         routing or billing perspective. Wireless Type 2A traffic from a third
         Party carrier to ITC/\DeltaCom shall not be treated as transit traffic
         from a routing or billing perspective until the transiting Party and
         the wireless carrier have the capability to meet point bill properly in
         accordance with MECAB guidelines. Where ITC/\DeltaCom has a direct
         connection (via a cross connect between collocation spaces in a
         BellSouth central office or otherwise) to a third party carrier,
         ITC/\DeltaCom and that third party carrier shall not utilize Transit
         Traffic Service from BellSouth.

10.2     The delivery of traffic originated by ITC/\DeltaCom which transits the
         BellSouth network and is transported to another carrier's network is
         excluded from any BellSouth billing guarantees and will be delivered at
         the rates as set forth in Attachment 11 to this Agreement.
         ITC/\DeltaCom is responsible for establishing any necessary agreements
         or the placement of any necessary valid orders with the terminating
         carrier for the receipt of this traffic through the BellSouth network.
         BellSouth will not be liable for any compensation to the terminating
         carrier as a result of providing Transit Traffic Service.

10.3     The Parties shall compensate each other for Transit Traffic Service as
         follows:

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ATTACHMENT 3                                                             PAGE 27


         10.3.1    For Local Traffic and IntraLATA Toll Traffic originating from
                   ITC/\DeltaCom that is delivered over the Transit Traffic
                   Service, ITC/\DeltaCom will pay to BellSouth the applicable
                   Tandem Switching and/or Interoffice Transport charges set
                   forth in Attachment 11 to the Agreement. Charges for services
                   provided by the Parties to a third party carrier(s) shall be
                   assessed on a meet point basis, consistent with the terms of
                   Section 9 hereof.

         10.3.2    Except as provided in Section 10.3.3 hereafter, transit
                   charges shall be assessed upon the originating carrier, and
                   shall not be imposed on the terminating carrier.

         10.3.3    Transit charges associated with the provision of toll-free
                   services (e.g. 800/888/877) shall be imposed upon the
                   terminating carrier and shall not be assessed on the
                   originating carrier.

11.0     PACKET SWITCHED NETWORK INTERCONNECTION/FRAME RELAY

         The Parties agree to interconnect their local data services networks
         for the exchange of Frame Relay Services ("FRS") traffic.

11.1     The following provisions will apply only to Frame Relay Service and
         Exchange Access Frame Relay Service in those states where traffic is
         being exchanged between ITC/\DeltaCom and BellSouth Frame Relay
         Switches in the same LATA.

11.1.1   The Parties agree to establish two-way Frame Relay facilities between
         their respective Frame Relay Switches to the mutually-agreed upon Frame
         Relay Service point(s) of interconnection ("POIs") within the LATA. All
         POIs shall be within the same Frame Relay Network Serving Area as
         defined in Section A40 of BellSouth's General Subscriber Services
         Tariff.

11.1.2   Upon the request of either Party, such interconnection will be
         established where BellSouth and ITC/\DeltaCom have Frame Relay Switches
         in the same LATA. Where there are multiple Frame Relay switches in the
         central office of a Party, an interconnection with any one of the
         switches will be considered an interconnection with all of the switches
         at that central office for purposes of routing packet traffic.

11.1.3   The Parties agree to provision local and IntraLATA Frame Relay Service
         and Exchange Access Frame Relay Service (both intrastate and
         interstate) over Frame Relay Trunks between the respective Frame Relay
         switches and the POIs.

11.1.4   The Parties agree to assess each other reciprocal charges for the
         facilities that each provides to the other according to the Percent
         Local Circuit Use ("PLCU") factor PLCU, determined as follows:

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                  (i) Frame Relay framed packet data is transported within
                  Virtual Circuits ("VC"). For the purposes of calculating the
                  PLCU, if all the data packets transported within a VC remain
                  within the LATA, then consistent with the local definitions in
                  this Agreement, the traffic on that VC is local ("Local VC").

                  (ii) If the originating and terminating locations of the two
                  way packet data traffic are not in the same LATA, the traffic
                  on that VC is interLATA.

                  (iii) The PLCU shall be determined by dividing the total
                  number of Local VCs, by the total number of VCs on each Frame
                  Relay facility at the end of the reporting period. The Parties
                  agree to renegotiate the method for determining PLCU, at
                  either Parties' request, and within 90 days, if either Party
                  notifies the other that it has found that this method does not
                  adequately represent the PLCU.

                  (iv) If there are no VCs on a facility when it is billed, the
                  PLCU will be zero.

11.1.5   BellSouth will provide the Frame Relay Trunk(s) between the Parties'
         respective Frame Relay Switches. The Parties will be compensated as
         follows- BellSouth will invoice, and ITC/\DeltaCom will pay, the total
         non-recurring and recurring charges for the trunk facility.
         ITC/\DeltaCom will then invoice, and BellSouth will pay, an amount
         calculated by multiplying the BellSouth billed charges for the trunk
         facility by one-half of ITC/\DeltaCom's PLCU.

11.1.16  Each Party will provide a Frame Relay network-to-network interface
         ("NNI") port to the other Party for each trunk facility provided
         pursuant to 11.1.5 above. Compensation for NNI ports shall be based
         upon the NNI rates set forth in the BellSouth F.C.C Tariff No. 1.
         Pursuant to that tariff, ITC/\DeltaCom may select a month-to-month or
         term rate structure for the NNI ports BellSouth provides to
         ITC/\DeltaCom. Whatever rate structure ITC/\DeltaCom selects shall be
         deemed to be the same rate structure that applies to the NNI port
         ITC/\DeltaCom provides to BellSouth. There shall be no termination
         liability to either party for the local portion of the NNI port as
         determined by the ITC/\DeltaCom PLCU at the time of termination.

11.1.7   Compensation for the NNI ports shall be calculated as follows:

         11.1.7.1   For NNI ports provided by BellSouth to ITC/\DeltaCom,
                    BellSouth will invoice, and ITC/\DeltaCom will pay, the
                    total nonrecurring and recurring charges for the NNI port.
                    ITC/\DeltaCom will then invoice, and BellSouth will pay, an
                    amount calculated by

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<PAGE>

ATTACHMENT 3                                                             PAGE 29


                    multiplying the BellSouth billed non-recurring and recurring
                    charges for the NNI port by one-half of ITC/\DeltaCom's
                    PLCU.

         11.1.7.2   For NNI ports provided by ITC/\DeltaCom to BellSouth,
                    ITC/\DeltaCom will invoice, and BellSouth will pay, the
                    total non-recurring and recurring charges for the NNI port.
                    BellSouth will then invoice, and ITC/\DeltaCom will pay, an
                    amount determined as follows: ITC/\DeltaCom's combined
                    interLATA and local usage will be calculated by subtracting
                    one-half of ITC/\DeltaCom's PLCU factor from one hundred
                    percent. The difference will then be multiplied by the total
                    charges initially billed by ITC/\DeltaCom for the NNI port.
                    BellSouth will then invoice, and ITC/\DeltaCom will pay,
                    this amount to BellSouth.

11.1.8   A Permanent Virtual Circuit ("PVC") is a logical channel from a frame
         relay network interface (e.g., NNI or User Network Interface) to
         another frame relay network interface. A PVC is created when a Data
         Link Channel Identifier ("DLCI") is mapped together with another DLCI.
         Neither Party will charge the other Party any DLCI or Committed
         Information Rate ("CIR") charges for the PVC from its Frame Relay
         switch to its own subscriber's premises.

11.1.9    For the PVC between the ITC/\DeltaCom and BellSouth Frame Relay
          switches, compensation for the DLCI and CIR charges are based upon the
          rates in the BellSouth FCC Tariff No. 1. Compensation for PVC and CIR
          rate elements shall be calculated as follows:

11.1.10   For PVCs between the BellSouth Frame Relay switch and the
          ITC/\DeltaCom Frame Relay switch, BellSouth will invoice, and
          ITC/\DeltaCom will pay, the total nonrecurring and recurring DLCI and
          CIR charges. If the VC is a Local VC, ITC/\DeltaCom will invoice and
          BellSouth will pay, 100% of the DLCI and CIR charges initially billed
          by BellSouth for that PVC. If the VC is not local, no compensation
          will be paid to ITC/\DeltaCom for the PVC.

11.1.11   Each Party will compensate the other Party for any applicable Feature
          Change or Transfer of Service Charges as set forth in BellSouth's
          Tariff F.C.C. No. 1. The Parties agree to limit the sum of the CIR for
          the VCs on a given NNI port to not more than two times the port speed.

11.1.12   Except as expressly provided herein, this Agreement does not address
          or alter in any way either Party's provision of Exchange Access Frame
          Relay Service or interLATA Frame Relay Service. All charges by each
          Party to the other for carriage of Exchange Access Frame Relay Service
          or interLATA Frame Relay Service are included in the BellSouth access
          tariffs.

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11.1.13   Until such time as BellSouth obtains authority to provide in-region,
          interLATA service, ITC/\DeltaCom will identify and report its PLCU to
          BellSouth on a quarterly basis.

11.1.14   Either Party may request a review or audit of the various service
          components, including but not limited to a Party's determination of
          its PLCU, consistent with the provisions of section E2 of the
          BellSouth State Access Services tariffs or Section 2 of the BellSouth
          FCC No. 1 Tariff.

11.1.15   If during the term of this Agreement, BellSouth obtains authority to
          provide in-region, interLATA service, the Parties shall renegotiate
          the provisions of Section 11.1.5, 11.1.7, 11.1.8-11.1.10, and 11.1.13
          to account for BellSouth's PLCU. In the event the parties are unable
          to reach agreement within one hundred eighty (180) days of the date
          BellSouth receives interLATA authority, the matter shall be resolved
          pursuant to the dispute resolution provisions set forth in this
          agreement.

11.1.16   If during the term of this Agreement, BellSouth makes available, to an
          affiliate or any other telecommunications carrier, Frame Relay
          interconnection on rates, terms and conditions different than those
          provided for in this Section 11, then ITC/\DeltaCom shall be entitled,
          at its option, to replace any part of this Section 11 with such rates,
          terms, and conditions.

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<PAGE>

                                 Attachment 4
                                       1

                             PHYSICAL COLLOCATION

  1.  SCOPE OF ATTACHMENT

      1.1 SCOPE OF ATTACHMENT. The rates, terms, and conditions contained
  within this Attachment shall only apply when ITC/\DeltaCom is occupying the
  collocation space as a sole occupant or as a Host pursuant to Section 4.

      1.2 RIGHT TO OCCUPY. Subject to Section 4 of this Attachment,
  BellSouth hereby grants ITC/\DeltaCom a right to occupy that certain area
  designated by BellSouth within a BellSouth Central Office premises of a
  size which is specified by ITC/\DeltaCom and agreed to by BellSouth
  (hereinafter "Collocation Space"), Notwithstanding the foregoing, BellSouth
  shall consider in its designation for cageless collocation any unused space
  within the BellSouth central office premises. The size specified by
  ITC/\DeltaCom may contemplate a request for space sufficient to accommodate
  ITC/\DeltaCom's growth within a two year period unless otherwise agreed to
  by the Parties.

          1.2.1 SPACE RECLAMATION. In the event of space exhaust
  within a central office premises, and applicable only to those physical
  collocation arrangements applied for subsequent to the execution of this
  Agreement, ITC/\DeltaCom may be required to release space to BellSouth to be
  allocated to other physical collocation applicants when a minimum of 50%
  percent of the total amount of space in ITC/\DeltaCom's collocation
  arrangement is not being reasonably utilized within the first year of
  operation, or 100% of the total amount of space by the end of the second
  year of operation. ITC/\DeltaCom shall release space to BellSouth to be
  allocated to other physical collocation applicants when a minimum of fifty
  percent of the total amount of space in ITC/\DeltaCom's collocation
  arrangement is not being utilized within the first year of operation, or
  100% of the total amount of space by the end of the second year of
  operation. For those physical collocation arrangements existing or applied
  for prior to the execution of this Agreement, ITC/\DeltaCom may be required
  to release space to BellSouth to be allocated to other physical collocation
  applicants when 100% of the total amount of space in the collocation
  arrangement is not reasonably utilized by the end of the second year of
  operation. ITC/\DeltaCom will first have the option of subleasing any amount
  of space not being utilized pursuant to this subsection in lieu of
  releasing space to BellSouth.

      1.3 USE OF SPACE. ITC/\DeltaCom shall use the Collocation Space for
  the purposes of installing, maintaining and operating ITC/\DeltaCom's
  equipment (to include testing and monitoring equipment) which is used or
  useful primarily to interconnect with BellSouth's services and facilities
  including access to unbundled network elements, for the provision of
  telecommunications services. Pursuant to Section 5, following, ITC/\DeltaCom
  may at its option, place ITC/\DeltaCom -owned fiber entrance facilities to
  the Collocation Space. The Collocation Space may be used for no other
  purposes except as for specifically agreed upon by the Parties.

      1.4 RATES AND CHARGES. ITC/\DeltaCom agrees to pay the rates and
  charges identified at Exhibit A attached hereto.



  Florida
<PAGE>

                                 Attachment 4
                                      2

      1.5 PERFORMANCE MEASURES. Collocation provided under this
  Collocation Agreement shall be subject to Attachment 10 of the Agreement.


  2.      SPACE NOTIFICATION

      2.1 AVAILABILITY OF SPACE. Upon submission of an application
  pursuant to Section 6, BellSouth will permit ITC/\DeltaCom to physically
  collocate, pursuant to the terms of this Attachment, at any BellSouth
  central office premises, unless BellSouth has determined that there is no
  space available due to space limitations or no space available due to
  technical infeasibility. BellSouth will respond to an application within
  ten (10) business days as to whether space is available or not available
  within a BellSouth central office premises.

      2.2 REPORTING. Upon request from ITC/\DeltaCom, BellSouth will
  provide a written report specifying the amount of collocation space
  available at the central office premises requested, the number of
  collocators present at the central office premises, any modifications in
  the use of the space since the last report or the central office premises
  requested and the measures BellSouth is taking to make additional space
  available for collocation arrangements.

          2.2.1 The request from ITC/\DeltaCom must be written and
  must include the central office premises and Common Language Location
  Identification (CLLI) code of the central office premises. Such information
  regarding central office premises and CLLI code is located in the National
  Exchange Carriers Association (NECA) Tariff FCC No. 4.

          2.2.2 BellSouth will respond to a request for a particular
  Central Office location within ten (10) business days of receipt of such
  request. BellSouth will make best efforts to respond in ten (10) business
  days to such a request when the request includes up to and including five
  (5) Central Office locations within the same state. The response time for
  requests of more than five (5) shall be negotiated between the Parties. If
  BellSouth cannot meet the ten business day response time, BellSouth shall
  notify ITC/\DeltaCom and inform ITC/\DeltaCom of the time frame under which
  it can respond.

      2.3 DENIAL OF APPLICATION. After notifying ITC/\DeltaCom that
  BellSouth has no available space in the requested Central Office (`Denial
  of Application"), BellSouth will allow ITC/\DeltaCom, upon request, to tour
  the entire Central Office within ten (10) business days of such Denial of
  Application. In order to schedule said tour within ten (10) business days,
  the request for a tour of the Central Office must be received by BellSouth
  within five (5) business days of the Denial of Application.

      2.4 FILING OF PETITION FOR WAIVER. Upon Denial of Application
  BellSouth will timely file a petition with the Commission pursuant to 47
  U.S.C.ss.251 (c)(6).

      2.5 WAITING LIST. On a first come first served basis, BellSouth
  will maintain a waiting list of requesting carriers who have either
  received a Denial of Application or, where it is publicly known that the
  central office premises is out of space, have submitted a Letter of intent
  to collocate. BellSouth will notify the telecommunications carriers on the
  waiting list when space becomes available according to how much space
  becomes available and the position of



  Florida
<PAGE>

                                 Attachment 4
                                      3

  telecommunications carrier on said waiting list. Upon request BellSouth
  will advise ITC/\DeltaCom as to its position on the list.

      2.6 PUBLIC NOTIFICATION. BellSouth will maintain on its
  Interconnection Services website a notification document that will indicate
  all central office premises that are without available space. BellSouth
  shall update such document within ten (10) business days of the Denial of
  Application date. BellSouth will also post a document on its
  Interconnection Services website that contains a general notice where space
  has become available in a Central Office previously on the space exhaust
  list. BellSouth shall allocate said available space pursuant to the waiting
  list referenced in Section 2.5.

      2.7 STATE AGENCY PROCEDURES. Notwithstanding the foregoing, should
  any state regulatory agency impose a procedure different than procedures
  set forth in this section, that procedure shall supersede the requirements
  set forth herein.

  3.      COLLOCATION OPTIONS

      3.1 CAGELESS. Except where local building code does not allow
  cageless collocation, BellSouth shall allow ITC/\DeltaCom to collocate
  ITC/\DeltaCom's equipment and facilities without requiring the construction
  of a cage or similar structure and without requiring the creation of a
  separate entrance to the Collocation Space. BellSouth shall allow
  ITC/\DeltaCom to have direct access to its equipment and facilities but may
  require ITC/\DeltaCom to use a central entrance to the BellSouth Central
  Office. BellSouth shall make cageless collocation available in single bay
  increments pursuant to Section 7. Except where ITC/\DeltaCom's equipment
  requires special technical considerations (e.g., special cable racking,
  isolated ground plane), BellSouth shall assign cageless Collocation Space
  in conventional equipment rack lineups where feasible. For equipment
  requiring special technical considerations, ITC/\DeltaCom must provide the
  equipment layout, including spatial dimensions for such equipment pursuant
  to generic requirements contained in BellCore (Telcordia) GR-63-Core and
  shall be responsible for constructing all special technical requirements
  associated with such equipment pursuant to Section 6.5 following.

      3.2 CAGES AND ADJACENT ARRANGEMENT ENCLOSURES. BellSouth shall
  authorize the enclosure of ITC/\DeltaCom's equipment and facilities at
  ITC/\DeltaCom's option or if required by local building code. ITC/\DeltaCom
  must arrange with a BellSouth certified contractor to construct a
  collocation arrangement enclosure in accordance with BellSouth's guidelines
  and specifications and at its sole expense. BellSouth will provide
  guidelines and specifications upon request. Where local building codes
  require enclosure specifications more stringent than BellSouth's standard
  enclosure specification, ITC/\DeltaCom and ITC/\DeltaCom's BellSouth
  certified contractor must comply with local building code requirements.
  ITC/\DeltaCom's BellSouth certified contractor shall be responsible for
  filing and receiving any and all necessary permits and/or licenses for such
  construction. The Certified Vendor shall bill ITC/\DeltaCom directly for all
  work performed for ITC/\DeltaCom pursuant to this Agreement and BellSouth
  shall have no liability for nor responsibility to pay such charges imposed
  by the Certified Vendor. ITC/\DeltaCom must provide the local BellSouth
  building contact with two Access Keys used to enter the locked enclosure.
  Except in case of emergency, BellSouth will not access ITC/\DeltaCom's
  locked enclosure prior to notifying ITC/\DeltaCom.

          3.2.1 BellSouth has the right to review ITC/\DeltaCom's
  plans and specifications prior to allowing construction to start, BellSouth
  has the right to inspect the



  Florida
<PAGE>

                                 Attachment 4
                                      4

  enclosure after construction to make sure it is designed and constructed
  according to BellSouth's guidelines and specifications and to require
  ITC/\DeltaCom to remove or correct at ITC/\DeltaCom's cost any structure
  that does not meet these standards.

      3.3 SHARED (SUBLEASED) CAGED COLLOCATION. ITC/\DeltaCom may allow
  other telecommunications carriers to share ITC/\DeltaCom's caged collocation
  arrangement pursuant to terms and conditions agreed to by ITC/\DeltaCom
  ("Host") and other telecommunications carriers ("Guests") and pursuant to
  this section with the following exceptions: (1) where local building code
  does not allow Shared (Subleased) Caged Collocation and (2) where the
  BellSouth central office premises is located within a leased space and
  BellSouth is prohibited by said lease from offering such an option. The
  terms and conditions of the agreement between the Host and its Guests shall
  be written and a copy provided to the BellSouth contact specified in
  Section 15 within ten (10) business days of its execution and prior to any
  Firm Order. Further, said agreement shall incorporate by reference the
  rates, terms, and conditions of this Agreement between BellSouth and
  ITC/\DeltaCom.

          3.3.1 ITC/\DeltaCom shall be the sole interface and
  responsible party to BellSouth for the purpose of submitting applications
  for initial and additional equipment placements of Guest; for assessment of
  rates and charges contained within this Agreement; and for the purposes of
  ensuring that the safety and security requirements of this Agreement are
  fully complied with by the Guest, its employees and agents. The initial
  Guest application shall require the assessment of an Application Fee, as
  set forth in Exhibit A. Notwithstanding the foregoing, Guest may arrange
  directly with BellSouth for the provision of the interconnecting facilities
  between BellSouth and Guest and for the provisions of the services and
  access to unbundled network elements.

          3.3.2 ITC/\DeltaCom shall indemnify and hold harmless
  BellSouth from any and all claims, actions, causes of action, of whatever
  kind or nature arising out of the presence of ITC/\DeltaCom's Guests in the
  Collocation Space.

      3.4 ADJACENT COLLOCATION. BellSouth will provide adjacent
  collocation arrangements ("Adjacent Arrangement") where space within the
  Central Office is legitimately exhausted, subject to technical feasibility,
  where the Adjacent Arrangement does not interfere with access to existing
  or planned structures or facilities on the Central Office property and
  where permitted by zoning and other applicable state and local regulations.
  The Adjacent Arrangement shall be constructed or procured by ITC/\DeltaCom
  and in conformance with BellSouth's design and construction specifications.
  Further, ITC/\DeltaCom shall construct, procure, maintain and operate said
  Adjacent Arrangement(s) pursuant to all of the terms and conditions set
  forth in this Agreement. Rates shall be negotiated at the time of the
  request for Adjacent Collocation.

          3.4.1 Should ITC/\DeltaCom elect such option, ITC/\DeltaCom
  must arrange with a BellSouth certified contractor to construct an Adjacent
  Arrangement structure in accordance with BellSouth's guidelines and
  specifications. BellSouth will provide guidelines and specifications upon
  request. Where local building codes require enclosure specifications more
  stringent than BellSouth's standard specification, ITC/\DeltaCom and
  ITC/\DeltaCom's contractor must comply with local building code
  requirements. ITC/\DeltaCom's contractor shall be responsible for filing
  and receiving any and all necessary zoning, permits and/or licenses for
  such construction. ITC/\DeltaCom's BellSouth Certified Vendor shall bill
  ITC/\DeltaCom directly for all work performed for ITC/\DeltaCom pursuant to
  this Agreement and BellSouth shall have no liability for nor responsibility
  to pay such charges imposed by the Certified Vendor.



  Florida
<PAGE>

                                 Attachment 4
                                      5

  ITC/\DeltaCom must provide the local BellSouth building contact with two
  cards, keys or other access device used to enter the locked enclosure.
  Except in cases of emergency, BellSouth shall not access ITC/\DeltaCom's
  locked enclosure prior to notifying ITC/\DeltaCom.

          3.4.2 BellSouth maintains the right to review
  ITC/\DeltaCom's plans and specifications prior to construction of an
  Adjacent Arrangement(s). BellSouth may inspect the Adjacent Arrangement(s)
  following construction and prior to commencement, as defined in Section
  4.1 following, to ensure the design and construction comply with
  BellSouth's guidelines and specifications. BellSouth may require
  ITC/\DeltaCom, at ITC/\DeltaCom's sole cost, to correct any deviations from
  BellSouth's guidelines and specifications found during such inspection(s),
  up to and including removal of the Adjacent Arrangement, within five (5)
  business days of BellSouth's inspection, unless the Parties mutually agree
  to an alternative time frame.

          3.4.3 ITC/\DeltaCom shall provide a concrete pad, the
  structure housing the arrangement, HVAC, lighting, and all facilities that
  connect the structure (i.e. racking, conduits, etc.) to the BellSouth point
  of interconnection. At ITC/\DeltaCom's option, BellSouth shall provide an AC
  power source and access to physical collocation services and facilities
  subject to the same nondiscriminatory requirements as applicable to any
  other physical collocation arrangement.

          3.4.4 BellSouth shall allow Shared (Subleased) Caged
  Collocation within an Adjacent Arrangement pursuant to the terms and
  conditions set forth in Section 3.3 proceeding.

  4.      OCCUPANCY

      4.1 COMMENCEMENT DATE. The "Commencement Date" shall be the day
  ITC/\DeltaCom's equipment becomes operational as described in Section 4.2.
  following.

      4.2 OCCUPANCY. BellSouth will notify ITC/\DeltaCom in writing that
  the Collocation Space is ready for occupancy. ITC/\DeltaCom must place
  operational telecommunications equipment in the Collocation Space and
  connect with BellSouth's network within one hundred eighty (180) days after
  receipt of such notice. ITC/\DeltaCom must notify BellSouth in writing that
  collocation equipment installation is complete and is operational with
  BellSouth's network. BellSouth may, at its option not complete orders for
  interconnected service until receipt of such notice. BellSouth may consent
  to an extension beyond 180 days upon a demonstration by ITC/\DeltaCom that
  circumstances beyond its reasonable control prevented ITC/\DeltaCom from
  completing installation by the prescribed date. If lTC/\DeItaCom fails to
  place operational telecommunications equipment in the Collocation Space
  within 180 days and such failure continues for a period of thirty (30) days
  after receipt of written notice from BellSouth, then and in that event
  ITC/\DeltaCom's right to occupy the Collocation Space terminates and
  BellSouth shall have no further obligations to ITC/\DeltaCom with respect to
  said Collocation Space. Termination of ITC/\DeltaCom's rights to the
  Collocation Space pursuant to this paragraph shall not operate to release
  ITC/\DeltaCom from its obligation to reimburse BellSouth for all costs
  reasonably incurred by BellSouth in preparing the Collocation Space, but
  rather such obligation shall survive this Agreement. For purposes of this
  paragraph, ITC/\DeltaCom's telecommunications equipment will be deemed
  operational when cross-connected to BellSouth's network for the purpose of
  service provision

      4.3 TERMINATION. Except where otherwise agreed to by the Parties,
  ITC/\DeltaCom may terminate occupancy in a particular Collocation Space upon
  thirty (30) days prior written



  Florida
<PAGE>

                                 Attachment 4
                                      6

  notice to BellSouth. Upon termination of such occupancy, ITC/\DeltaCom at
  its expense shall remove its equipment and other property from the
  Collocation Space. ITC/\DeltaCom shall have thirty (30) days from the
  termination date to complete such removal, including the removal of all
  equipment and facilities of ITC/\DeltaCom's Guests; provided, however, that
  ITC/\DeltaCom shall continue payment of monthly fees to BellSouth until
  such date as ITC/\DeltaCom has fully vacated the Collocation Space. Should
  ITC/\DeltaCom fail to vacate the Collocation Space within thirty (30) days
  from the termination date, BellSouth shall have the right to remove the
  equipment and other property of ITC/\DeltaCom at ITC/\DeltaCom's expense and
  with no liability for damage or injury to ITC/\DeltaCom's property unless
  caused by the gross negligence or intentional misconduct of BellSouth.
  ITC/\DeltaCom shall be responsible for the cost of removing any enclosure,
  together with all support structures (e.g., racking, conduits), of an
  Adjacent Collocation arrangement at the termination of occupancy and
  restoring the grounds to their original condition.

  5.     USE OF COLLOCATION SPACE

      5.1 EQUIPMENT TYPE. BellSouth permits the collocation of any type
  of equipment used or useful for interconnection to BellSouth's network or
  for access to unbundled network elements in the provision of
  telecommunications services. Such equipment used or useful for
  interconnection and access to unbundled network elements includes, but is
  not limited to transmission equipment including, but not limited to,
  optical terminating equipment and multiplexers, and digital subscriber
  line access multiplexers, routers, asyncronous transfer mode multiplexers,
  and remote switching modules. Nothing in this section requires BellSouth
  to permit collocation of equipment used solely to provide enhanced
  services; provided, however, that BellSouth may not place any limitations
  on the ability of requesting carriers to use all the features, functions,
  and capabilities of equipment collocated pursuant to this section.

          5.1.1 Such equipment must at a minimum meet the following
  BellCore (Telcordia) Network Equipment Building Systems (NEBS) General
  Equipment Requirements: Criteria Level 1 requirements as outlined in the
  BellCore (Telcordia) Special Report SR-3580, Issue 1; equipment design
  spatial requirements per GR-63-CORE, Section 2; thermal heat dissipation
  per GR-063-CORE, Section 4, Criteria 77-79; acoustic noise per
  GR-063-CORE, Section 4, Criterion 128, and National Electric Code
  standards.

           5.1.2 ITC/\DeltaCom shall not use the Collocation Space
  for marketing purposes nor shall it place any identifying signs or
  markings in the area surrounding the Collocation Space or on the grounds
  of the central office premises.

          5.1.3 ITC/\DeltaCom shall place a plaque or other
  identification affixed to ITC/\DeltaCom's equipment necessary to identify
  ITC/\DeltaCom's equipment, including a list of emergency contacts with
  telephone numbers.

      5.2 ENTRANCE FACILITIES. ITC/\DeltaCom may elect to place
  ITC/\DeltaCom-owned or ITC/\DeltaCom-leased fiber entrance facilities into
  the Collocation Space. BellSouth will designate the point of
  interconnection in close proximity to the Central Office building housing
  the Collocation Space, such as an entrance manhole or a cable vault which
  are physically accessible by both parties. ITC/\DeltaCom will provide and
  place fiber cable at the point of interconnection of sufficient length to
  be pulled through conduit and into the splice location. ITC/\DeltaCom will
  provide and install a sufficient length of fire retardant riser cable, to
  which



  Florida
<PAGE>

                                 Attachment 4
                                      7

  the entrance cable will be spliced, which will extend from the splice
  location to the ITC/\DeltaCom's equipment in the Collocation Space. In the
  event ITC/\DeltaCom utilizes a non-metallic, riser-type entrance facility,
  a splice will not be required. ITC/\DeltaCom must contact BellSouth for
  instructions prior to placing the entrance facility cable in the manhole.
  ITC/\DeltaCom is responsible for maintenance of the entrance facilities At
  ITC/\DeltaCom's option BellSouth will accommodate where technically
  feasible a microwave entrance facility pursuant to separately negotiated
  terms and conditions.

          5.2.1 DUAL ENTRANCE. BellSouth will provide at least two
  interconnection points at each central office premises where there are at
  least two such interconnection points available and where capacity exists.
  Upon receipt of a request for physical collocation under this Agreement,
  BellSouth shall provide ITC/\DeltaCom with information regarding BellSouth's
  capacity to accommodate dual entrance facilities. If conduit in the serving
  manhole(s) is available and is not reserved for another purpose for
  utilization within 12 months of the receipt of an application for
  collocation, BellSouth will make the requested conduit space available for
  installing a second entrance facility to ITC/\DeltaCom's arrangement. The
  location of the serving manhole(s) will be determined at the sole
  discretion of BellSouth. Where dual entrance is not available due to lack
  of capacity, BellSouth will so state in the Application Response.

          5.2.2 SHARED USE. ITC/\DeltaCom may utilize spare capacity
  on an existing lnterconnector entrance facility for the purpose of
  providing an entrance facility to another ITC/\DeltaCom collocation
  arrangement within the same BellSouth Central Office. ITC/\DeltaCom must
  arrange with BellSouth for BellSouth to splice the utilized entrance
  facility capacity to ITC/\DeltaCom-provided riser cable.

      5.3 SPLICING IN THE ENTRANCE MANHOLE. Although not generally
  permitted, should ITC/\DeltaCom request a splice to occur in the entrance
  manhole(s), BellSouth, at its sole discretion, may grant such a request,
  provided that BellSouth will not unreasonably withhold approval of
  requests to make such a splice. When the request for a splice is granted
  to ITC/\DeltaCom by BellSouth, ITC/\DeltaCom shall ensure its employees or
  agents entering and/or performing work in the entrance manhole(s) are
  trained and comply with BellSouth procedures and OSHA requirements
  regarding access to manholes and that BellSouth personnel are notified and
  present for all entrances and work performed in the entrance manhole(s).
  Manhole covers shall be properly closed and secured at the conclusion of
  entry and/or work. Advance notification to BellSouth shall occur at a
  minimum of 48 hours prior to desired entry for normal work activities and
  at a minimum of 2 hours prior to desired entry in an out of service
  condition.

      5.4 DEMARCATION POINT. BellSouth will designate the point(s) of
  interconnection between ITC/\DeltaCom's equipment and/or network and
  BellSouth's network. Each party will be responsible for maintenance and
  operation of all equipment/facilities on its side of the demarcation
  point. For 2-wire and 4-wire connections to BellSouth's network, the
  demarcation point shall be a common block on the BellSouth designated
  conventional distributing frame. ITC/\DeltaCom shall be responsible for
  providing, and ITC/\DeltaCom's BellSouth Certified Vendor shall be
  responsible for installing and properly labeling/stenciling, the common
  block, and necessary cabling pursuant to Section 6.4. For all other
  terminations including two wire and four wire fiber optic connections,
  BellSouth shall designate a demarcation point on a per arrangement basis.
  ITC/\DeltaCom or its agent must perform all required maintenance to
  equipment/facilities on its side of the demarcation point, pursuant to
  subsection 5.5, following, and may self-provision cross-connects that may
  be required within the collocation space to



  Florida
<PAGE>

                                 Attachment 4
                                      8

  activate service requests. At ITC/\DeltaCom's option, a Point of
  Termination (POT) bay or frame may be placed in the Collocation Space.

       5.5 ITC/\DELTACOM'S EQUIPMENT AND FACILITIES. ITC/\DeltaCom, or if
  required by this Attachment, ITC/\DeltaCom's BellSouth certified vendor, is
  solely responsible for the design, engineering, installation, testing,
  provisioning, performance, monitoring, maintenance and repair of the
  equipment and facilities used by ITC/\DeltaCom. Such equipment and
  facilities may include but are not limited to cable(s); equipment; and
  point of termination connections.

       5.6 ITC/\DeltaCom may deploy optical or electrical connections
  directly between its own facilities without being routed through BellSouth
  equipment. Where cable support structure exists for such connection there
  will be a recurring charge per linear foot of support structure used. When
  cable support structures do not exist and must be constructed a
  nonrecurring charge for the individual case will be assessed.

       5.7 EASEMENT SPACE. From time to time BellSouth may require
  access to the Collocation Space. BellSouth retains the right to access
  such space for the purpose of making BellSouth equipment and building
  modifications (e.g., running, altering or removing racking, ducts,
  electrical wiring, HVAC, and cables). BellSouth will give reasonable
  notice to ITC/\DeltaCom when access to the Collocation Space is required.
  ITC/\DeltaCom may elect to be present whenever BellSouth performs work in
  the Collocation Space. The Parties agree that ITC/\DeltaCom will not bear
  any of the expense associated with this work.

       5.8 ACCESS. ITC/\DeltaCom shall have access to the Collocation
  Space twenty-four (24) hours a day, seven (7) days a week beginning at the
  time of Space Acceptance. At the time of Bona Fide Firm Order,
  ITC/\DeltaCom agrees to provide the name, social security number, and date
  of birth of each employee, contractor, or agent upon initial request for
  Access Keys or cards ("Access Keys") for such employee, contractor, or
  agent. BellSouth will make Access Keys available at Space Acceptance upon
  completion of the requirements in sub-Section 6.3.4 and Section 11. To the
  extent any employee, contractor, or agent has completed the requirements
  of Section 6.3.4 and Section 11 and has been provided an Access Key
  pursuant to this Section, any additional Access Keys or updates to access
  locations for such employee, contractor, or agent may be obtained by
  ITC/\DeltaCom's provision of that employee's, contractors or agent's
  existing Access Key information. Access Keys shall not be duplicated under
  any circumstances. ITC/\DeltaCom agrees to be responsible for all Access
  Keys and for the return of all said Access Keys in the possession of
  ITC/\DeltaCom employees, contractor's, Guests, or agents after termination
  of the employment relationship, contractual obligation with ITC/\DeltaCom
  or upon the termination of this Attachment or the termination of occupancy
  of an individual collocation arrangement. A security escort will be
  required whenever ITC/\DeltaCom or its approved agent desires access to the
  entrance manhole or must have access to the Central Office Premises after
  the one accompanied site visit allowed pursuant to subsection 6.3.2 prior
  to completing BellSouth's Security Training requirements and/or prior to
  Space Acceptance.

          5.7.1 LOST OR STOLEN ACCESS KEYS. ITC/\DeltaCom shall
  notify BellSouth in writing immediately in the case of lost or stolen
  Access Keys. ITC/\DeltaCom will pay BellSouth $250.00 per Access Key(s) lost
  or stolen. Should it become necessary for BellSouth to re-key buildings as
  a result of a lost Access Key(s) or for failure to return an Access Key(s),
  ITC/\DeltaCom shall pay for all reasonable costs associated with the
  re-keying.



  Florida
<PAGE>

                                 Attachment 4
                                      9

       5.9 INTERFERENCE OR IMPAIRMENT. Notwithstanding any other
  provisions of this Agreement, equipment and facilities placed in the
  Collocation Space shall not interfere with or impair service provided by
  BellSouth or by any other ITC/\DeltaCom located in the Central Office;
  shall not endanger or damage the facilities of BellSouth or of any other
  ITC/\DeltaCom, the Collocation Space, or the Central Office; shall not
  compromise the privacy of any communications carried in, from, or through
  the Central Office; and shall not create an unreasonable risk of injury or
  death to any individual or to the public. If BellSouth reasonably
  determines that any equipment or facilities of ITC/\DeltaCom violates the
  provisions of this paragraph, BellSouth shall give written notice to
  ITC/\DeltaCom, which notice shall direct ITC/\DeltaCom to cure the violation
  within forty-eight (48) hours of ITC/\DeltaCom's actual receipt of written
  notice or, at a minimum, to commence curative measures within 24 hours and
  to exercise reasonable diligence to complete such measures as soon as
  possible thereafter. After receipt of the notice, the parties agree to
  consult immediately and, if necessary, to inspect the arrangement. If
  ITC/\DeltaCom fails to take curative action within 48 hours or if the
  violation is of a character which poses an immediate and substantial
  threat of damage to property, injury or death to any person, or
  interference/impairment of the services provided by BellSouth or any other
  ITC/\DeltaCom, then and only in that event BellSouth may take such action
  as it deems appropriate to correct the violation, including without
  limitation the interruption of electrical power to ITC/\DeltaCom's
  equipment. BellSouth will endeavor, but is not required, to provide notice
  to ITC/\DeltaCom prior to taking such action and shall have no liability to
  ITC/\DeltaCom for any damages arising from such action, except to the
  extent that such action by BellSouth constitutes willful misconduct.

       5.10 PERSONALTY AND ITS REMOVAL. Subject to requirements of this
  Agreement, ITC/\DeltaCom may place or install in or on the Collocation
  Space such facilities and equipment, including storage for and spare
  equipment, as it deems desirable for the conduct of business; Provided
  that such equipment is telecommunications equipment, does not violate
  floor loading requirements, imposes or could impose or contains or could
  contain environmental conditions or hazards. Personal property, facilities
  and equipment placed by ITC/\DeltaCom in the Collocation Space shall not
  become a part of the Collocation Space, even if nailed, screwed or
  otherwise fastened to the Collocation Space, but shall retain their status
  as personalty and may be removed by ITC/\DeltaCom at any time. Any damage
  caused to the Collocation Space by ITC/\DeltaCom's employees, agents or
  representatives during the removal of such property shall be promptly
  repaired by ITC/\DeltaCom at its expense.

       5.11 ALTERATIONS. In no case shall ITC/\DeltaCom or any person
  acting on behalf of ITC/\DeltaCom make any rearrangement, modification,
  improvement, addition, repair, or other alteration to the Collocation
  Space or the BellSouth Central Office without the written consent of
  BellSouth, which consent shall not be unreasonably withheld. The cost of
  any such specialized alterations shall be paid by ITC/\DeltaCom.

       5.12 JANITORIAL SERVICE. ITC/\DeltaCom shall be responsible for
  the general upkeep and cleaning of the Caged Collocation Space and shall
  arrange directly with a BellSouth certified contractor for janitorial
  services. BellSouth shall provide a list of such contractors on a
  site-specific basis upon request.

  6.       ORDERING AND PREPARATION OF COLLOCATION SPACE



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                                 Attachment 4
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       6.1 APPLICATION FOR SPACE. ITC/\DeItaCom shall submit an
  application document when ITC/\DeltaCom or ITC/\DeltaCom's Guest(s), as
  defined in Section 3.3, desires to request or modify the use of the
  Collocation Space.

          6.1.1 INITIAL APPLICATION. For ITC/\DeItaCom or
  ITC/\DeltaCom's Guest(s) initial equipment placement, ITC/\DeItaCom shall
  submit to BellSouth a complete and accurate Application and Inquiry
  document (Bona Fide Application), together with payment of the Application
  Fee as stated in Exhibit A. The Bona Fide Application shall contain a
  detailed description and schematic drawing of the equipment to be placed in
  ITC/\DeltaCom's Collocation Space(s) and an estimate of the amount of square
  footage required.

           6.1.2 SUBSEQUENT APPLICATION FEE. In the event
  ITC/\DeltaCom or ITC/\DeltaCom's Guest(s) desire to modify the use of the
  Collocation Space, ITC/\DeltaCom shall complete an Application document
  detailing all information regarding the modification to the Collocation
  Space together with payment of the minimum Subsequent Application Fee as
  stated in Exhibit A. Said minimum Subsequent Application Fee shall be
  considered a partial payment of the applicable Subsequent Application Fee
  which shall be calculated as set forth below. BellSouth shall determine
  what modifications, if any, to the Central Office premises are required to
  accommodate the change requested by ITC/\DeltaCom in the Application. Such
  necessary modifications to the Central Office premises may include but are
  not limited to, floor loading changes, changes necessary to meet HVAC
  requirements, changes to power plant requirements, and equipment
  additions. The fee paid by ITC/\DeltaCom for its request to modify the use
  of the Collocation Space shall be dependent upon the modification
  requested and ITC/\DeltaCom will be notified of the applicable fee within
  the same time intervals as set forth in Section 6.2 below. Where the
  subsequent application does not require provisioning or construction work
  by BellSouth, no Subsequent Application Fee will be required and the
  prepaid fee shall be refunded to ITC/\DeltaCom. The fee for an application
  where the modification requested has limited effect (i.e., does not
  require capital expenditure by BellSouth) shall be the Subsequent
  Application Fee as set forth In Exhibit A. All other modifications shall
  require a Subsequent Application Fee assessed at the applicable
  Application Fee. In the event such modifications require the assessment of
  a full Application Fee as set forth in Exhibit A, the outstanding balance
  shall be due by ITC/\DeltaCom within 30 calendar days following
  ITC/\DeltaCom's receipt of a bill or invoice from BellSouth.

       6.2 APPLICATION RESPONSE. In addition to the notice of space
  availability pursuant to Section 2.1, BellSouth will respond within ten
  (10) business days of receipt of an Application whether the Application is
  Bona Fide, and if it is not Bona Fide, the items necessary to cause the
  Application to become Bona Fide. When space has been determined to be
  available, BellSouth will provide a comprehensive written response within
  thirty (30) calendar days of receipt of a complete application. When
  multiple applications are submitted within a fifteen calendar day window
  within the same state, BellSouth will respond to the applications as soon
  as possible, but no later than the following: within thirty (30) calendar
  days for applications 1-5; within thirty-six (36) calendar days for
  applications 6-10; within forty-two (42) calendar days for applications
  11-15. Response intervals for multiple applications submitted by
  ITC/\DeltaCom within the same timeframe for the same state in excess of 15
  must be negotiated. All negotiations shall consider the total volume from
  all requests from telecommunications companies for collocation. The
  Application Response will detail whether the amount of space requested is
  available or if the amount of space requested is not available, the amount
  of space that is available. The response will also include the
  configuration of the space. When



  Florida
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                                 Attachment 4
                                     11

  BellSouth's response includes an amount of space less than that requested
  by ITC/\DeltaCom or differently configured, ITC/\DeltaCom must amend its
  application to reflect the actual space available prior to submitting a
  Bona Fide Firm Order.

       6.3 BONA FIDE FIRM ORDER. ITC/\DeltaCom shall indicate its intent
  to proceed with equipment installation in a BellSouth Central Office by
  submitting a Bona Fide Firm Order to BellSouth. A Bona Fide Firm Order
  requires ITC/\DeltaCom to complete the Application/Inquiry process
  described in Subsection 6.1, preceding, and submit the Expanded
  Interconnection Bona Fide Firm Order document (BSTEI-1P-F) indicating
  acceptance of the written application response provided by BellSouth
  ("Bona Fide Firm Order") and all appropriate fees. The Bona Fide Firm
  Order must be received by BellSouth no later than thirty (30) calendar
  days after BellSouth's response to ITC/\DeltaCom's Application/Inquiry. If
  ITC/\DeltaCom makes major changes to its application in light of
  BellSouth's written Application Response, BellSouth will be required to
  re-evaluate and respond to the change(s). In this event, BellSouth's
  provisioning interval will not start until the re-evaluation and response
  to the change(s) is complete and the Bona Fide Firm Order is received by
  BellSouth and all appropriate fees and duties have been executed. If
  BellSouth needs to reevaluate ITC/\DeltaCom's application as a result of
  changes requested by ITC/\DeltaCom to ITC/\DeltaCom's original application,
  then BellSouth will charge ITC/\DeltaCom a fee based upon the additional
  engineering hours required to do the reassessment. Major changes such as
  requesting additional space or adding additional equipment may require
  ITC/\DeltaCom to resubmit the application with an application fee.

          6.3.1 BellSouth will establish a firm order date, per
  request, based upon the date BellSouth is in receipt of a Bona Fide Firm
  Order. BellSouth will acknowledge the receipt of ITC/\DeltaCom's Bona Fide
  Firm Order within five (5) business days of receipt indicating that the
  Bona Fide Firm Order has been received. A BellSouth response to a Bona Fide
  Firm Order will include a Firm Order Confirmation containing the firm order
  date.

          6.3.2 BellSouth will permit one accompanied site visit to
  ITC/\DeltaCom's designated collocation arrangement location after receipt of
  the Bona Fide Firm Order without charge to ITC/\DeltaCom.

          6.3.3 Space preparation for the Collocation Space will not
  begin until BellSouth receives the Bona Fide Firm Order and all applicable
  fees.

          6.3.4 ITC/\DeltaCom must submit to BellSouth the completed
  Access Control Request Form (RF-2906-A) for all employees or agents
  requiring access to the BellSouth Central Office a minimum of 30 calendar
  days prior to the date ITC/\DeItaCom desires access to the Collocation
  Space.

          6.4 CONSTRUCTION AND PROVISIONING INTERVAL. BellSouth will
  negotiate construction and provisioning intervals per request on an
  individual case basis. Excluding the time interval required to secure the
  appropriate government licenses and permits, BellSouth will use best
  efforts to complete construction for collocation arrangements other than
  cageless under ordinary conditions as soon as possible and within a maximum
  of 90 business days from receipt of a complete and accurate Bona Fide Firm
  Order. Ordinary conditions are defined as space available with only minor
  changes to support systems required, such as but not limited to, HVAC,
  cabling and the power plant(s). Excluding the time interval required to
  secure the appropriate government licenses and permits, BellSouth will use
  best efforts to complete construction of all other collocation space
  ("extraordinary conditions") within 130 business days of the receipt of a
  complete and accurate Bona Fide Firm Order. Extraordinary conditions are



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<PAGE>

                                 Attachment 4
                                     12

  defined to include but are not limited to major BellSouth equipment
  rearrangement or addition; power plant addition or upgrade; major
  mechanical addition or upgrade; major upgrade for ADA compliance;
  environmental hazard or hazardous materials abatement. BellSouth will
  complete construction for cageless collocation arrangements within three
  (3) months in accordance with the conditions set forth in FPSC order no.
  PSC-96-1579-FOF-TP.

           6.4.1 JOINT PLANNING MEETING. Unless otherwise agreed to
  by the Parties, a joint planning meeting or other method of joint planning
  between BellSouth and ITC/\DeltaCom will commence within a maximum of 15
  business days from BellSouth's receipt of a Bona Fide Firm Order and the
  payment of agreed upon fees. At such meeting, the Parties will agree to
  the preliminary design of the Collocation Space and the equipment
  configuration requirements as reflected in the Application and affirmed in
  the Bona Fide Firm Order. The Collocation Space Completion time period
  will be provided to ITC/\DeltaCom during the joint planning meeting or as
  soon as possible thereafter. BellSouth will complete all design work
  following the joint planning meeting.

           6.42 PERMITS. Each Party or its agents will diligently
  pursue filing for the permits required for the scope of work to be
  performed by that Party or its agents within 7 business days of the
  completion of finalized construction designs and specifications.

           6.4.3 ACCEPTANCE WALK THROUGH. ITC/\DeltaCom and BellSouth
  will complete an acceptance walk through of each Collocation Space
  requested from BellSouth by ITC/\DeltaCom. BellSouth will correct any
  deviations to ITC/\DeltaCom's original or jointly amended requirements
  within five (5) business days after the walk through, unless the Parties
  jointly agree upon a different time frame.

       6.5 USE OF CERTIFIED VENDOR. ITC/\DeItaCom shall select a vendor
  which has been approved as a BellSouth Certified Vendor to perform all
  engineering and installation work required in the Collocation Space. In
  some cases, ITC/\DeltaCom must select separate BellSouth Certified Vendors
  for transmission equipment, switching equipment and power equipment.
  BellSouth shall provide ITC/\DeltaCom with a list of Certified Vendors upon
  request. The Certified Vendor(s) shall be responsible for installing
  ITC/\DeltaCom's equipment and components, installing co-carrier cross
  connects, extending power cabling to the BellSouth power distribution
  frame, performing operational tests after installation is complete, and
  notifying BellSouth's equipment engineers and ITC/\DeltaCom upon successful
  completion of installation. The Certified Vendor shall bill ITC/\DeItaCom
  directly for all work performed for ITC/\DeItaCom pursuant to this
  Agreement and BellSouth shall have no liability for nor responsibility to
  pay such charges imposed by the Certified Vendor. BellSouth shall consider
  certifying ITC/\DeltaCom or any vendor proposed by ITC/\DeltaCom.

       6.6 ALARM AND MONITORING. BellSouth shall place environmental
  alarms in the Central Office for the protection of BellSouth equipment and
  facilities. ITC/\DeltaCom shall be responsible for placement, monitoring
  and removal of environmental and equipment alarms used to service
  ITC/\DeltaCom's Collocation Space. Upon request, BellSouth will provide
  ITC/\DeltaCom with applicable tariffed service(s) to facilitate remote
  monitoring of collocated equipment by ITC/\DeltaCom. Both parties shall use
  best efforts to notify the other of any verified environmental hazard
  known to that party. The parties agree to utilize and adhere to the
  Environmental Hazard Guidelines identified as Exhibit B attached hereto.



  Florida
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                                 Attachment 4
                                     13

       6.7 BASIC TELEPHONE SERVICE. Upon request of ITC/\DeltaCom,
  BellSouth will provide basic telephone service to the Collocation Space
  under the rates, terms and conditions of the current tariff offering for
  the service requested.

       6.8 SPACE PREPARATION. BellSouth shall pro rate the costs of any
  renovation or upgrade to Central Office space or support mechanisms which
  is required to accommodate physical collocation. ITC/\DeltaCom's pro rated
  share will be calculated by multiplying such cost by a percentage equal to
  the amount of square footage occupied by ITC/\DeltaCom divided by the total
  Central Office square footage receiving renovation or upgrade. For this
  section, support mechanisms provided by BellSouth may include, but not be
  limited to heating/ventilation/air conditioning (HVAC) equipment, HVAC
  duct work, cable support structure, fire wall(s), mechanical upgrade,
  asbestos abatement, or ground plane addition. Such renovation or upgrade
  will be evaluated and the charges assessed on a per Central Office basis.
  BellSouth will reimburse ITC/\DeltaCom in an amount equal to ITC/\DeltaCom
  reasonable, demonstrative and mitigated expenditures incurred as a direct
  result of delays to the completion and turnover dates caused by BellSouth.

       6.9 VIRTUAL COLLOCATION TRANSITION. BellSouth offers Virtual
  Collocation pursuant to the rates, terms and conditions set forth in its
  F.C.C. Tariff No. 1. For the interconnection to BellSouth's network and
  access to BellSouth unbundled network elements, ITC/\DeltaCom may purchase
  2-wire and 4-wire Cross-Connects as set forth in Exhibit A, and
  ITC/\DeltaCom may place within its Virtual Collocation arrangements the
  telecommunications equipment set forth in Section 5.1. In the event
  physical collocation space was previously denied at a location due to
  technical reasons or space limitations, and that physical collocation
  space has subsequently become available, ITC/\DeltaCom may transition its
  virtual collocation arrangements to physical collocation arrangements and
  pay the appropriate non-recurring fees for physical collocation and for
  the rearrangement or reconfiguration of services terminated in the virtual
  collocation arrangement. In the event that BellSouth knows when additional
  space for physical collocation may become available at the location
  requested by ITC/\DeltaCom, such information will be provided to
  ITC/\DeItaCom in BellSouth's written denial of physical collocation. To the
  extent that (i) physical collocation space becomes available to
  ITC/\DeltaCom within 180 days of BellSouth's written denial of
  ITC/\DeItaCom's request for physical collocation, and (ii) ITC/\DeltaCom was
  not informed in the written denial that physical collocation space would
  become available within such 180 days, then ITC/\DeltaCom may transition
  its virtual collocation arrangement to a physical collocation arrangement
  and will receive a credit for any nonrecurring charges previously paid for
  such virtual collocation credit for any ITC/\DeltaCom must arrange with a
  BellSouth certified vendor for the relocation of equipment from its
  virtual collocation space to its physical collocation space and will bear
  the cost of such relocation.

       6.10 CANCELLATION. If, at anytime, ITC/\DeltaCom cancels its order
  for the Collocation Space(s), ITC/\DeltaCom will reimburse BellSouth for
  any expenses incurred up to the date that written notice of the
  cancellation is received. In no event will the level of reimbursement
  under this paragraph exceed the maximum amount ITC/\DeltaCom would have
  otherwise paid for work undertaken by BellSouth if no cancellation of the
  order had occurred.

       6.11 LICENSES. ITC/\DeltaCom, at its own expense, will be solely
  responsible for obtaining from governmental authorities, and any other
  appropriate agency, entity, or person, all rights, privileges, and
  licenses necessary or required to operate as a provider of
  telecommunications services to the public or to occupy the Collocation
  Space.

  7.      RATES AND CHARGES



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                                 Attachment 4
                                     14

       7.1 NON-RECURRING FEES. In addition to the Application Fee
  referenced in Section 6, preceding, ITC/\DeltaCom shall remit payment of a
  Cable Installation Fee and one-half (1/2) of the estimated Space
  Preparation Fee, as applicable, coincident with submission of a Bona Fide
  Firm Order. The outstanding balance of the actual Space Preparation Fee
  shall be due thirty (30) calendar days following ITC/\DeltaCom's receipt of
  a bill or invoice from BellSouth. Once the installation of the initial
  equipment arrangement is complete, a subsequent application fee may apply
  (as described in Subsection 7.4), when ITC/\DeltaCom requests a
  modification to the arrangement.

       7.2 DOCUMENTATION. BellSouth shall provide documentation to
  establish the actual Space Preparation Fee. The Space Preparation Fee will
  be pro rated as prescribed in Section 6, preceding.

       7.3 CABLE INSTALLATION. Cable Installation Fee(s) are assessed
  per entrance fiber placed.

       7.4 FLOOR SPACE. The floor space charge includes reasonable
  charges for lighting, heat, air conditioning, ventilation and other
  allocated expenses associated with maintenance of the Central Office but
  does not include amperage necessary to power ITC/\DeItaCom's equipment.
  When the Collocation Space is enclosed, ITC/\DeltaCom shall pay floor space
  charges based upon the number of square feet so enclosed. When the
  Collocation Space is not enclosed, ITC/\DeItaCom shall pay floor space
  charges based upon the following floor space calculation: [(depth of the
  equipment lineup in which the rack is placed) + (0.5 x maintenance aisle
  depth) + (0.5 x wiring aisle depth)] X (width of rack and spacers). For
  purposes of this calculation, the depth of the equipment lineup shall
  consider the footprint of equipment racks plus any equipment overhang.
  BellSouth will assign unenclosed Collocation Space in conventional
  equipment rack lineups where feasible. In the event ITC/\DeltaCom's
  collocated equipment requires special cable racking, isolated grounding or
  other treatment which prevents placement within conventional equipment
  rack lineups, ITC/\DeltaCom shall be required to request an amount of floor
  space sufficient to accommodate the total equipment arrangement. Floor
  space charges are due beginning with the date on which BellSouth releases
  the Collocation Space for occupancy or on the date ITC/\DeltaCom first
  occupies the Collocation Space, whichever is sooner.

       7.5 POWER. BellSouth shall supply --48 Volt (-48V) DC power for
  ITC/\DeltaCom's Collocation Space within the central office premises and
  shall make available AC power at ITC/\DeltaCom's option for Adjacent
  Arrangement collocation.

           7.5.1 Charges for -48V DC power will be assessed per
  ampere per month based upon the certified vendor engineered and installed
  power feed fused ampere capacity. Rates include redundant feeder fuse
  positions (A&B) and cable rack to ITC/\DeltaCom's equipment or space
  enclosure. When obtaining power from a BellSouth Battery Distribution Fuse
  Bay, fuses and power cables (A&B) must be engineered (sized), furnished
  and installed by ITC/\DeltaCom's certified vendor. When obtaining power
  from a BellSouth Power Board, power cables (A&B) must be engineered
  (sized), furnished and installed by ITC/\DeltaCom's certified power vendor.
  ITC/\DeltaCom's certified vendor must also provide a copy of the
  engineering power specification prior to the Commencement Date. In the
  event BellSouth shall be required to construct additional DC power plant
  or upgrade the existing DC power plant in a Central Office as a result of
  ITC/\DeltaCom's request to collocate in that Central Office ("Power
<PAGE>

                                 Attachment 4
                                     15

  Plant Construction"), ITC/\DeltaCom shall pay its pro-rata share of costs
  associated with the Power Plant Construction. The determination of whether
  Power Plant Construction is necessary shall be within BellSouth's sole,
  but reasonable, discretion. BellSouth shall comply with all BellCore
  (Telcordia) and ANSI Standards regarding power cabling, including BellCore
  (Telcordia) Network Equipment Building System (NEBS) StandardGR-63-CORE.
  BellSouth will notify ITC/\DeltaCom of the need for the Power Plant
  Construction and will estimate the costs associated with the Power Plant
  Construction if BellSouth were to perform the Power Plant Construction.
  The costs of power plant construction shall be pro-rated and shared among
  all who benefit from that construction. ITC/\DeltaCom shall pay BellSouth
  one-half of its prorata share of the estimated Power Plant Construction
  costs prior to commencement of the work. ITC/\DeltaCom shall pay BellSouth
  the balance due (actual cost less one-half of the estimated cost) within
  thirty (30) days of completion of the Power Plant Construction.
  ITC/\DeltaCom has the option to perform the Power Plant Construction
  itself; provided, however, that such work shall be performed by a
  BellSouth certified contractor and such contractor shall comply with
  BellSouth's guidelines and specifications. Where the Power Plant
  Construction results in construction of a new power plant room, upon
  termination of this Agreement ITC/\DeltaCom shall have the right to remove
  its equipment from the power plant room, but shall otherwise leave the
  room intact. Where the Power Plant Construction results in an upgrade to
  BellSouth's existing power plant, upon termination of this Attachment,
  such upgrades shall become the property of BellSouth.

           7.5.2 Charges for AC power will be assessed per breaker
  ampere per month based upon the certified vendor engineered and installed
  power feed fused ampere capacity. Rates include the provision of
  commercial and standby AC power. When obtaining power from a BellSouth
  Distribution Fuse Bay, Power Board or Service Panel, fuses and power
  cables must be engineered (sized), furnished and installed by
  ITC/\DeltaCom's certified vendor. ITC/\DeltaCom's certified vendor must also
  provide a copy of the engineering power specification prior to the
  Commencement Date. Charges for AC power shall be assessed pursuant to the
  rates specified in Exhibit A. AC power voltage and phase ratings shall be
  determined on a per location basis.

       7.6 SECURITY ESCORT. A security escort will be required as set
  forth in Section 5.8. ITC/\DeltaComRates for a security escort are assessed
  in one-half (1/2) hour increments according to the schedule appended
  hereto as Exhibit A.

       7.7 RATE "TRUE-UP." The Parties agree that the prices reflected
  as interim herein shall be "trued-up" (up or down) based on final prices
  either determined by further agreement or by an effective order, in a
  proceeding involving BellSouth before the regulatory authority for the
  state in which the services are being performed or any other body having
  jurisdiction over this agreement (hereinafter "Commission"). Under the
  "true-up" process, the interim price for each service shall be multiplied
  by the volume of that service purchased to arrive at the total interim
  amount paid for that service ("Total Interim Price"). The final price for
  that service shall be multiplied by the volume purchased to arrive at the
  total final amount due ("Total Final Price"). The Total Interim Price
  shall be compared with the Total Final Price. If the Total Final Price is
  more than the Total Interim Price, ITC/\DeltaCom shall pay the difference
  to BellSouth. If the Total Final Price is less than the Total Interim
  Price, BellSouth shall pay the difference to ITC/\DeltaCom. Each party
  shall keep its own records upon which a "true-up" can be based and any
  final payment from one party to the other shall be in an amount agreed
  upon by the Parties based on such records. In the event of any
  disagreement as between the records or



  Florida
<PAGE>

                                 Attachment 4
                                     16

  the Parties regarding the amount of such "true-up," the Parties agree that
  the Commission shall be called upon to resolve such differences.

       7.8 OTHER. If no rate is identified in the contract, the rate for
  the specific service or function will be negotiated by the parties upon
  request by either party. Payment of all other charges under this Agreement
  shall be due thirty (30) days after receipt of the bill (payment due
  date). ITC/\DeltaCom will pay a late payment charge of one and one-half
  percent (1-1/2%) assessed monthly on any balance which remains unpaid
  after the payment due date.

  8.      INSURANCE

       8.1 ITC/\DeltaCom shall, at its sole cost and expense, procure,
  maintain, and keep in force insurance as specified in this Article VI and
  underwritten by insurance companies licensed to do business in the states
  applicable under this Agreement and having a BEST Insurance Rating of B ++
  X (B ++ ten).

       8.2    ITC/\DeltaCom shall maintain the following specific
  coverage:

           8.2.1 Commercial General Liability coverage in the amount
  of ten million dollars ($10,000,000.00) or a combination of Commercial
  General Liability and Excess/Umbrella coverage totaling not less than ten
  million dollars ($10,000,000.00). BellSouth shall be named as an
  ADDITIONAL INSURED on ALL applicable policies as specified herein.

           8.2.2 Statutory Workers Compensation coverage and
  Employers Liability coverage in the amount of one hundred thousand dollars
  ($100,000.00) each accident, one hundred thousand dollars ($100,000.00)
  each employee by disease, and five hundred thousand dollars ($500,000.00)
  policy limit by disease.

           8.2.3 ITC/\DeltaCom may elect to purchase business
  interruption and contingent business interruption insurance, having been
  advised that BellSouth assumes no liability for loss of profit or revenues
  should an interruption of service occur.

       8.3 The limits set forth in Subsection 6.2 above may be increased
  by BellSouth from time to time during the term of this Agreement upon
  thirty (30) days notice to ITC/\DeltaCom to at least such minimum limits as
  shall then be customary with respect to comparable occupancy of BellSouth
  structures.

       8.4 All policies purchased by ITC/\DeltaCom shall be deemed to be
  primary and not contributing to or in excess of any similar coverage
  purchased by BellSouth. All insurance must be in effect on or before the
  date equipment is delivered to BellSouth's Central Office and shall remain
  in effect for the term of this Agreement or until all ITC/\DeltaCom's
  property has been removed from BellSouth's Central Office, whichever
  period is longer. If ITC/\DeltaCom fails to maintain required coverage,
  BellSouth may pay the premiums thereon and seek reimbursement of same from
  ITC/\DeltaCom.

       8.5 ITC/\DeltaCom shall annually submit one certificate of
  insurance covering all central offices and reflecting the coverage
  required pursuant to this Section. The first such certificate will be
  required a minimum of ten (10) days prior to the commencement of any work
  in the first Collocation Space. Failure to meet this requirement may
  result in construction and



  Florida
<PAGE>

                                 Attachment 4
                                     17

  equipment installation delays. ITC/\DeltaCom shall arrange for BellSouth to
  receive thirty (30) days advance notice of cancellation from
  ITC/\DeltaCom's insurance company. ITC/\DeltaCom shall forward a certificate
  of insurance and notice of cancellation to BellSouth at the following
  address:

           BellSouth Telecommunications, Inc.
           Attn.:  Risk Management Coordinator
           600 N. 19th Street, 18B3
           Birmingham, Alabama 35203

       8.6 ITC/\DeltaCom must conform to recommendations made by
  BellSouth's fire insurance company to the extent BellSouth has agreed to,
  or shall hereafter agree to, such recommendations.

       8.7 Failure to comply with the provisions of this Section will be
  deemed a material breach of this Agreement.

  9.      MECHANICS LIENS

       9.1 If any mechanics lien or other liens shall be filed against
  property of either party (BellSouth or ITC/\DeltaCom), or any improvement
  thereon by reason of or arising out of any labor or materials furnished or
  alleged to have been furnished or to be furnished to or for the other
  party or by reason of any changes, or additions to said property made at
  the request or under the direction of the other party, the other party
  directing or requesting those changes shall, within thirty (30) days after
  receipt of written notice from the party against whose property said lien
  has been filed, either pay such lien or cause the same to be bonded off
  the affected property in the manner provided by law. The party causing
  said lien to be placed against the property of the other shall also
  defend, at its sole cost and expense, on behalf of the other, any action,
  suit or proceeding which may be brought for the enforcement of such liens
  and shall pay any damage and discharge any judgment entered thereon.

  10.     INSPECTIONS

       10.1 BellSouth may conduct an inspection of ITC/\DeltaCom's
  equipment and facilities in the Collocation Space(s) prior to the
  activation of facilities between ITC/\DeltaCom's equipment and equipment of
  BellSouth. BellSouth may conduct an inspection if ITC/\DeltaCom adds
  equipment and may otherwise conduct routine inspections at reasonable
  intervals mutually agreed upon by the Parties. The Parties agree that
  three months is a reasonable interval on which to mutually agree upon
  conducting routine inspections unless BellSouth determines a need outside
  of the three month interval to conduct an inspection of ITC/\DeltaCom's
  equipment and facilities. BellSouth shall provide ITC/\DeltaCom with a
  minimum of forty-eight (48) hours or two (2) business days, whichever is
  greater, advance notice of all such inspections. All costs of such
  inspection shall be borne by BellSouth.

  11.     SECURITY

       11.1 Only BellSouth employees, BellSouth certified vendors and
  authorized employees, authorized Guests, pursuant to Section 3.3,
  preceding, or authorized agents of ITC/\DeltaCom will be permitted in the
  BellSouth Central Office. ITC/\DeltaCom shall provide its



  Florida
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                                 Attachment 4
                                     18

  employees and agents with picture identification which must be worn and
  visible at all times while in the Collocation Space or other areas in or
  around the Central Office. The photo Identification card shall bear, at a
  minimum, the employee's name and photo, and the ITC/\DeltaCom name.
  BellSouth reserves the right to remove from its premises any employee of
  ITC/\DeltaCom not possessing identification issued by ITC/\DeltaCom.
  ITC/\DeltaCom shall hold BellSouth harmless for any damages resulting from
  such removal of its personnel from BellSouth premises. ITC/\DeltaCom shall
  be solely responsible for ensuring that any Guest of ITC/\DeltaCom is in
  compliance with all subsections of this Section 11.

           11.1.1 ITC/\DeltaCom will be required, at its own expense,
       to conduct a statewide investigation of criminal history records
       for each ITC/\DeltaCom employee being considered for work on the
       BellSouth Central Office, for the states/counties where the
       ITC/\DeltaCom employee has worked and lived for the past five
       years. Such investigation shall cover the period five years prior
       to the date of investigation. The investigation will be required
       prior to issuance of an Access Key to gain entry into the
       BellSouth Central Office(s) and shall be no more than three
       months old as of the date upon which issuance of an Access Key
       for such employee is required. Where state law does not permit
       statewide collection or reporting, an investigation of the
       applicable counties is acceptable.

           11.1.2 ITC/\DeltaCom will be required to administer to
  their personnel assigned to the BellSouth Central Office security training
  either provided by BellSouth, or meeting criteria defined by BellSouth.

           11.1.3 ITC/\DeltaCom shall not assign to the BellSouth
  Central Office any personnel with records of felony criminal convictions.
  ITC/\DeltaCom shall not assign to the BellSouth Central Office any
  personnel with records of misdemeanor convictions (other than traffic
  offenses) without advising BellSouth of the nature and gravity of the
  offense(s). BellSouth reserves the right to refuse building access to any
  ITC/\DeltaCom personnel who have been identified to have misdemeanor
  criminal convictions. Notwithstanding the foregoing, in the event that
  ITC/\DeltaCom chooses not to advise BellSouth of the nature and gravity of
  any misdemeanor conviction, ITC/\DeltaCom may, in the alternative, certify
  to BellSouth that it shall not assign to the BellSouth Central Office any
  personnel with records of misdemeanor convictions (other than traffic
  offenses).

           11.1.4 For each ITC/\DeltaCom employee requiring access
  to a BellSouth Central Office pursuant to this agreement, ITC/\DeltaCom
  shall furnish BellSouth, prior to an employee gaining such access, a
  notarized affidavit certifying that the aforementioned background check
  and security training were completed. The affidavit will contain a
  statement certifying no felony convictions were found and certifying that
  the security training was completed by the employee. If the employee's
  criminal history includes misdemeanor convictions, ITC/\DeltaCom will
  disclose the nature of the convictions to BellSouth at that time, or, if
  ITC/\DeltaCom so chooses in accordance with Section 11.1.3 above,
  ITC/\DeltaCom may certify in the aforementioned affidavit that no
  misdemeanor convictions were found.

           11.1.5 At BellSouth's request, ITC/\DeltaCom shall
  promptly remove from the BellSouth's premises any employee of ITC/\DeltaCom
  BellSouth does not wish to grant access to its premises pursuant to any
  investigation conducted by BellSouth.



  Florida
<PAGE>

                                 Attachment 4
                                     19

       11.2 NOTIFICATION TO BELLSOUTH. BellSouth reserves the right to
  interview ITC/\DeltaCom's employees, agents or contractors in the event of
  wrongdoing in or around BellSouths property or involving BellSouth's or
  another CLEC's property or personnel, provided that BellSouth shall
  provide 24 hours notice (or such shorter notice as may be agreed by the
  parties as reasonable under the circumstances) to ITC/\DeltaCom's Security
  contact of such interview. ITC/\DeltaCom and its contractors shall
  reasonably cooperate with BellSouth's investigation into allegations of
  wrongdoing or criminal conduct committed by, witnessed by or involving
  ITC/\DeltaCom's employees, agents, or contractors. Additionally, BellSouth
  reserves the right to bill ITC/\DeltaCom for all reasonable costs
  associated with investigations involving its employees, agents, or
  contractors if it is established and mutually agreed in good faith that
  ITC/\DeltaCom's employees, agents, or contractors are responsible for the
  alleged act. BellSouth shall bill ITC/\DeltaCom for BellSouth property
  which is stolen or damaged where an investigation determines the
  culpability of ITC/\DeltaCom employees, agents, or contractors and
  ITC/\DeltaCom agrees, in good faith, with the results of such
  investigation. ITC/\DeltaCom shall notify BellSouth in writing immediately
  in the event that ITC/\DeltaCom discovers one of its employees already
  working on the BellSouth central office premises is a possible security
  risk. BellSouth reserves the right to permanently but lawfully remove from
  its premises any employee of ITC/\DeltaCom identified as posing a security
  risk to BellSouth or any other CLEC, or having violated BellSouth policies
  set forth in the BellSouth CLEC Security Training. ITC/\DeltaCom shall hold
  BellSouth harmless for any damages resulting from such removal of its
  personnel from BellSouth premises.

       11.3 USE OF BELLSOUTH SUPPLIES BY ITC/\DELTACOM EMPLOYEES. Use of
  any BellSouth supplies by a ITC/\DeltaCom employee, whether or not used
  routinely to provide telephone service (e.g. plug-in cards,) will be
  considered theft and will be handled accordingly. Costs associated with
  such unauthorized use of BellSouth property may be charged to ITC/\DeltaCom
  as may be all associated investigative costs. At BellSouth's request,
  ITC/\DeltaCom shall promptly and permanently remove from BellSouth's
  Central Office any employee of ITC/\DeltaCom found to be in violation of
  this rule.

       11.4 USE OF OFFICIAL LINES BY ITC/\DELTACOM EMPLOYEES. Except for
  local calls necessary in the performance of their work, ITC/\DeltaCom
  employees shall not use the telephones on BellSouth Central Office.
  Charges for unauthorized telephone calls made by a ITC/\DeltaCom's
  employees may be charged to ITC/\DeltaCom as may be all associated
  investigative costs. At BellSouth's request, ITC/\DeltaCom shall promptly
  and permanently remove from BellSouth's premises any employee of
  ITC/\DeltaCom found to be in violation of this rule.

       11.5 ACCOUNTABILITY. Full compliance with the Security
  requirements of this section shall in no way limit the accountability of
  any CLEC for the improper actions of its employees.

  12.     DESTRUCTION OF COLLOCATION SPACE.

       12.1 In the event a Collocation Space is wholly or partially
  damaged by fire, windstorm, tornado, flood or by similar causes to such an
  extent as to be rendered wholly unsuitable for ITC/\DeltaCom's permitted
  use hereunder, then either party may elect within ten (10) days after such
  damage, to terminate this Attachment, and if either party shall so elect,
  by giving the other written notice of termination, both parties shall
  stand released of and from



  Florida
<PAGE>

                                 Attachment 4
                                     20

  further liability under the terms hereof. If the Collocation Space shall
  suffer only minor damage and shall not be rendered wholly unsuitable for
  ITC/\DeltaCom's permitted use, or is damaged and the option to terminate is
  not exercised by either party, BellSouth covenants and agrees to proceed
  promptly without expense to ITC/\DeltaCom, except for improvements not the
  property of BellSouth, to repair the damage. BellSouth shall have a
  reasonable time within which to rebuild or make any repairs, and such
  rebuilding and repairing shall be subject to delays caused by storms,
  shortages of labor and materials, government regulations, strikes,
  walkouts, and causes beyond the control of BellSouth, which causes shall
  not be construed as limiting factors, but as exemplary only. ITC/\DeltaCom
  may, at its own expense, accelerate the rebuild of its collocated space
  and equipment provided however that a certified vendor is used and the
  necessary space preparation has been completed. Rebuild of equipment must
  be performed by a BellSouth Certified Vendor. If ITC/\DeltaCom's
  acceleration of the project increases the cost of the project, then those
  additional charges will be incurred by ITC/\DeltaCom. Where allowed and
  where practical, ITC/\DeltaCom may erect a temporary facility while
  BellSouth rebuilds or makes repairs. In all cases where the Collocation
  Space shall be rebuilt or repaired, ITC/\DeltaCom shall be entitled to an
  equitable abatement of rent and other charges, depending upon the
  unsuitability of the Collocation Space for ITC/\DeltaCom's permitted use,
  until such Collocation Space is fully repaired and restored and
  ITC/\DeltaCom's equipment installed therein (but in no event later than
  thirty (30) days after the Collocation Space is fully repaired and
  restored) Where ITC/\DeltaCom has placed an Adjacent Arrangement pursuant
  to section 3.4, ITC/\DeltaCom shall have the sole responsibility to repair
  or replace said Adjacent Arrangement provided herein. Pursuant to this
  section, BellSouth will restore the associated services to the Adjacent
  Arrangement.

  13.     EMINENT DOMAIN

      13.1 If the whole of a Collocation Space shall be taken by any
  public authority under the power of eminent domain, then this Attachment
  shall terminate as of the day possession shall be taken by such public
  authority and rent and other charges for the Collocation Space shall be
  paid up to that day with proportionate refund by BellSouth of such rent
  and charges as may have been paid in advance for a period subsequent to
  the date of the taking. If any part of the Collocation Space shall be
  taken under eminent domain, BellSouth and ITC/\DeltaCom shall each have the
  right to terminate this Attachment and declare the same null and void, by
  written notice of such intention to the other party within ten (10) days
  after such taking.

  14.     NONEXCLUSIVITY

       14.1 ITC/\DeltaCom understands that this Agreement is not
  exclusive and that BellSouth may enter into similar agreements with other
  parties. Assignment of space pursuant to all such agreements shall be
  determined by space availability and made on a first come, first served
  basis.

  15. NOTICES

       15.1 Except as otherwise provided herein, any notices or demands
  that are required by law or under the terms of this Agreement shall be
  given or made by ITC/\DeltaCom or BellSouth in writing and shall be given
  by hand delivery, or by certified or registered mail, and



  Florida
<PAGE>

                                 Attachment 4
                                     21

  addressed to the parties at the addresses set forth in Section 20 of the
  General Terms and Conditions of this Agreement.

  15.2 Such notices shall be deemed to have been given in the case of
  certified or registered mail when deposited in the United States mail with
  postage prepaid.

  16.     INDEMNITY/LIMITATION OF LIABILITY

       16.1 ITC/\DeltaCom shall be liable for any damage to property,
  equipment or facilities or injury to person caused by the activities of
  ITC/\DeltaCom, its agents or employees pursuant to, or in furtherance of,
  rights granted under this Agreement. ITC/\DeltaCom shall indemnify and hold
  BellSouth harmless from and against any judgments, fees, costs or other
  expenses resulting or claimed to result from such activities by
  ITC/\DeltaCom, its agents or employees. Likewise, BellSouth shall be liable
  for any damage to property, equipment or facilities or injury to person
  caused by the activities of BellSouth, its agents or employees pursuant
  to, or in furtherance of, providing the Collocation Space(s) under this
  Agreement. BellSouth shall indemnify and hold ITC/\DeltaCom harmless from
  and against any judgments, fees, costs or other expenses resulting or
  claimed to result from such activities by BellSouth, its agents or
  employees.



  Florida
<PAGE>

                                 Attachment 4
                                      22

                                                                       EXHIBIT A
                                                                     Page 1 of 3

                                             SCHEDULE OF RATES AND CHARGES
<TABLE>
<CAPTION>

RATE ELEMENT DESCRIPTION                    TYPE OF CHARGE                              CHARGE
<S>                                         <C>                                         <C>
Application Fee                              NRC (per Arrangement, per C.O.)            $3,850.00
Subsequent Application Fee (Note 1)          NRC (per Arrangement, per C.O.)              ICB
    No greater than $1,600.00

Space Preparation Fee (Note 2)               NRC (per Arrangement, per C.O.)              ICB
Space Enclosure Construction Fee (Note 2)    NRC (per Arrangement, per C.O.)            $4,500.00
Additional Engineering Fee (Note 3)          NRC                                           ICB
Cable Installation                           NRC (per entrance cable)                    2,750.00

Floor Space                                  RC (per square foot)                       $    7.50

Power                                        RC (per amp)                               $    5.00

Cable Support Structure                      RC (per entrance cable)                    $   13.35

Cross-Connects      2-wire                   RC (per cross-connect)                     $    0.30
                    4-wire                   RC (per cross-connect)                     $    0.50
                    DS1                      RC (per cross-connect)                     $    8.00
                    DS3                      RC (per cross-connect)                     $   72.00

                    2-wire                   NRC (first cross-connect)                  $   19.20
                    4-wire                   NRC (first cross-connect)                  $   19.20
                    DS1                      NRC (first cross-connect)                  $  155.00
                    DS3                      NRC (first cross-connect)                  $  155.00

                    2-wire                   NRC (each additional cross-connect)        $   19.20
                    4-wire                   NRC (each additional cross-connect)        $   19.20
                    DS1                      NRC (each additional cross-connect)        $   27.00
                    DS3                      NRC (each additional cross-connect)        $   27.00

POT Bay             2-wire                   RC (per cross-connect)                     $    0.40
                    4-wire                   RC (per cross-connect)                     $    1.20
                    DS1                      RC (per cross-connect)                     $    1.20
                    DS3                      RC (per cross-connect)                     $    8.00

Additional Security Access Cards             NRC-ICB (each)                             $   10.00
</TABLE>


Florida
<PAGE>

                                 Attachment 4
                                     23

                                  EXHIBIT A
                                 Page 2 of 3

          SCHEDULE OF RATES AND CHARGES (CONT.)

<TABLE>
<CAPTION>

RATE ELEMENT DESCRIPTION                   TYPE OF CHARGE                       CHARGE
<S>                                        <C>                                  <C>
Direct Connection (Note 4)
(1) Fiber Arrangement                      RC  (per cable, per linear foot)     $  0.06
         -with Initial Application         NRC (per Arrangement)                n/a
         -Subsequent to Application        NRC (per Arrangement)                $246.00

(2) Copper or Coaxial Arrangement          RC  (per cable, per linear foot)     $  0.03
         -with Initial Application         NRC (per Arrangement)                n/a
         -Subsequent to Application        NRC (per Arrangement)                $246.00

Security Escort

         Basic - first half hour           NRC-ICB                              $ 41.00
         Overtime - first half hour        NRC-ICB                              $ 48.00
         Premium - first half hour         NRC-ICB                              $ 55.00

         Basic - addition half hour        NRC-ICB                              $ 25.00
         Overtime - additional half hour   NRC-ICB                              $ 30.00
         Premium - additional half hour    NRC-ICB                              $ 35.00
</TABLE>


NOTES

NRC:     Non-recurring Charge - one-time charge
RC:      Recurring Charge - charge monthly
ICB:     Individual Case Basis - one time charge


(1)      SUBSEQUENT APPLICATION FEE. BellSouth requires the submission of an
    Application Fee for modifications to an existing arrangement. However,
    when the modifications do not require BellSouth to expend capital,
    BellSouth will assess the Subsequent Application Fee in lieu of the
    Application Fee. Proposed modifications that could result in assessment
    of a Subsequent Application Fee would cause BellSouth to analyze the
    following but are not limited to; floor loading changes, changes to
    HVAC requirements, power requirement changes which may result in a
    power plant upgrade, environmental or safety requirements, or equipment
    relocation.

(2)      SPACE PREPARATION FEE. The Space Preparation Fee is a one-time fee,
    assessed per arrangement, per location. It recovers costs assessed with
    the shared physical collocation area within a central office, which
    include survey, engineering, design and building modification costs.
    BellSouth will pro rate the total shared space preparation costs among
    the collocators at each location based on the amount of square footage
    occupied by each collocator. This charge may vary depending on the
    location and the type of arrangement requested.



Florida
<PAGE>

                                 Attachment 4
                                     24

                                  EXHIBIT A
                                 Page 3 of 3


          SCHEDULE OF RATES AND CHARGES (CONT.)



NOTES (CONT.)

(2)      (cont.)
    SPACE ENCLOSURE CONSTRUCTION FEE. The Space Enclosure Construction Fee
    is a one-time fee, assessed per enclosure, per location. It recovers
    costs associated with providing an optional equipment arrangement
    enclosure, which include architectural and engineering fees, materials,
    and installation costs. This fee is assessed in fifty (50) square-foot
    increments, with a minimum space enclosure size of one hundred (100)
    square feet. Interconnector may at its option, arrange with a BellSouth
    certified contractor to construct the space enclosure in accordance
    with BellSouth's guidelines and specifications. In this event, the
    contractor shall directly bill Interconnector for the space enclosure,
    and this fee shall not be applicable.

(3)      ADDITIONAL ENGINEERING FEE. BellSouth's engineering and other labor
    costs associated with establishing the Physical Collocation Arrangement
    shall be recovered as Additional Engineering charges, under provisions
    in BellSouth's F.C.C. Number 1 Tariff, Sections 13.1 and 13,2. An
    estimate of the Additional Engineering charges shall be provided by
    BellSouth in the Application Response.



Florida
<PAGE>

                                 Attachment 4
                                     25

                                  EXHIBIT B
                                 Page 1 of 4
             ENVIRONMENTAL AND SAFETY

                 PRINCIPLES

  The following principles provide basic guidance on environmental and
  safety issues when applying for and establishing Physical Collocation
  arrangements.

  1.           GENERAL PRINCIPLES

  1.1          COMPLIANCE WITH APPLICABLE LAW. BellSouth and ITC/\DeltaCom
         agree to comply with applicable federal, state, and local
         environmental and safety laws and regulations including U.S.
         Environmental Protection Agency (USEPA) regulations issued
         under the Clean Air Act (CAA), Clean Water Act (CWA),
         Resource Conservation and Recovery Act (RCRA), Comprehensive
         Environmental Response, Compensation and Liability Act
         (CERCLA), Superfund Amendments and Reauthorization Act
         (SARA), the Toxic Substances Control Act (TSCA), and OSHA
         regulations issued under the Occupational Safety and Health
         Act of 1970, as amended and NFPA and National Electrical
         Codes (NEC) and the NESC ("Applicable Laws"). Each Party
         shall notify the other if compliance inspections are
         conducted by regulatory agencies and/or citations are issued
         that relate to any aspect of this Attachment.

  1.2          NOTICE. BellSouth and ITC/\DeltaCom shall provide notice to
         the other, including Material Safety Data Sheets (MSDSs), of
         known and recognized physical hazards or Hazardous Chemicals
         existing on site or brought on site. Each Party is required
         to provide specific notice for known potential Imminent
         Danger conditions. ITC/\DeltaCom should contact 1-800-743-6737
         for BellSouth MSDS sheets.

  1.3          PRACTICES/PROCEDURES. BellSouth may make available additional
         environmental control procedures for ITC/\DeltaCom to follow
         when working at a BellSouth Premises (See Section 2, below).
         These practices/procedures will represent the regular work
         practices required to be followed by the employees and
         contractors of BellSouth for environmental protection.
         ITC/\DeltaCom will require its contractors, agents and others
         accessing the BellSouth Premises to comply with these
         practices Section 2 lists the Environmental categories where
         BST practices should be followed by CLEC when operating in
         the BellSouth Premises.

  1.4          ENVIRONMENTAL AND SAFETY INSPECTIONS. BellSouth reserves the
         right to inspect the ITC/\DeltaCom space with proper
         notification. BellSouth reserves the right to stop any
         ITC/\DeltaCom work operation that imposes Imminent Danger to
         the environment, employees or other persons in the area or
         Facility.

  1.5          HAZARDOUS MATERIALS BROUGHT ON SITE. Any hazardous materials
         brought into, used, stored or abandoned at the BellSouth
         Premises by ITC/\DeltaCom are owned by ITC/\DeltaCom.
         ITC/\DeltaCom will indemnify BellSouth for claims, lawsuits or



  Florida
<PAGE>

                                 Attachment 4
                                     26

         damages to persons or property caused by these materials.
         Without prior written BellSouth approval, no substantial new
         safety or environmental hazards can be created by
         ITC/\DeltaCom or different hazardous materials used by
         ITC/\DeltaCom at BellSouth Facility. ITC/\DeltaCom must
         demonstrate adequate emergency response capabilities for its
         materials used or remaining at the BellSouth Facility.

  1.6          SPILLS AND RELEASES. When contamination is discovered at a
         BellSouth Premises, the Party discovering the condition must
         notify BellSouth. All Spills or Releases of regulated
         materials will immediately be retorted by ITC/\DeltaCom to
         BellSouth.

  1.7          COORDINATED ENVIRONMENTAL PLANS AND PERMITS. BellSouth and
         ITC/\DeltaCom will coordinate plans, permits or information
         required to be submitted to government agencies, such as
         emergency response plans, spill prevention control and
         countermeasures (SPCC) plans and community reporting. If fees
         are associated with filing, BellSouth and ITC/\DeltaCom will
         develop a cost sharing procedure. If BellSouth' s permit or
         EPA identification number must be used, ITC/\DeltaCom must
         comply with all of BellSouth's permit conditions and
         environmental processes, including environmental "best
         management practices (BMP)" (see Section 2, below) and/or
         selection of BST disposition vendors and disposal sites.

  1.8          ENVIRONMENTAL AND SAFETY INDEMNIFICATION. BellSouth and
         ITC/\DeltaCom shall indemnify, defend and hold harmless the
         other Party from and against any claims (including, without
         limitation, third-party claims for personal injury or death
         or real or personal property damage), judgments, damages,
         (including direct and indirect damages, and punitive
         damages), penalties, fines, forfeitures, costs, liabilities,
         interest and losses arising in connection with the violation
         or alleged violation of any Applicable Law or contractual
         obligation or the presence or alleged presence of
         contamination arising out of the acts or omissions of the
         indemnifying Party, its agents, contractors, or employees
         concerning its operations at the Facility.

  2.           CATEGORIES FOR CONSIDERATION OF ENVIRONMENTAL ISSUES
         When performing functions that fall under the following
         Environmental categories on BellSouth's Premises,
         ITC/\DeltaCom agrees to comply with the applicable sections of
         the current issue of BellSouth's Environmental and Safety
         Methods and Procedures (M&Ps), incorporated herein by this
         reference. ITC/\DeltaCom further agrees to cooperate with
         BellSouth to ensure that ITC/\DeltaCom's employees, agents,
         and/or subcontractors are knowledgeable of and satisfy those
         provisions of BellSouth's Environmental M&Ps which apply to
         the specific Environmental function being performed by
         ITC/\DeltaCom, its employees, agents and/or subcontractors.

         The most current version of reference documentation must be
         requested from BellSouth.

Florida
<PAGE>

                                                            Attachment 4
                                                                      27
<TABLE>
<CAPTION>
               ENVIRONMENTAL                    ENVIRONMENTAL                        ADDRESSED BY THE
                 CATEGORIES                       ISSUES                                FOLLOWING
                                                                                       DOCUMENTATION
----------------------------------------------------------------------------------------------------------------------------
<S>                                     <C>                                          <C>
     Disposal of hazardous                      Compliance with all applicable       o  Std T&C 450
     material or other regulated                local, state, & federal laws and     o  Fact Sheet Series 17000
     material                                   regulations
     (e.g., batteries, fluorescent
     tubes, solvents & cleaning                 Pollution liability insurance        o  Std T&C 660-3
     materials)
                                                EVET approval of contractor          o  Approved Environmental Vendor
                                                                                        List (Contact E/S Management)
----------------------------------------------------------------------------------------------------------------------------
     Emergency response                         Hazmat/waste release/spill           o  Fact Sheet Series 1700
                                                firesafety emergency                 o  Building Emergency
                                                                                        Operations Plan (EOP)
                                                                                        (specific to and located on
                                                                                        Premises)
----------------------------------------------------------------------------------------------------------------------------
     Contract labor/outsourcing for             Compliance with all applicable       o  Std T&C 450
     services with environmental                local, state, & federal laws and
     implications to be performed on            regulations
     BellSouth Premises (e.g.,
     disposition of hazardous                   Performance of services in           o  Std T&C 450-B
     materiaL/waste; maintenance of             accordance with BST's environmental  o  (Contact E/S for copy
     storage tanks)                             M&Ps                                    of appropriate E/S M&Ps.)

                                                Insurance                            o  Std T&C 660
----------------------------------------------------------------------------------------------------------------------------
     Transportation of hazardous                Compliance with all applicable       o  Std T&C 450
     material                                   local, state, & federal laws and     o  Fact Sheet Series 17000
                                                regulations

                                                Pollution liability insurance        o  Std T&C 660-3

                                                EVET approval of contractor          o  Approved Environmental Vendor
                                                                                        List (Contact B/S Management)
----------------------------------------------------------------------------------------------------------------------------
     Maintenance/operations work which          Compliance with all application      o  Std T&C 450
     may produce a waste                        local, state, & federal laws and
                                                regulations

     Other maintenance work                     Protection of BST employees and      o  29CFR 19 10.147 (OSHA Standard)
                                                equipment                            o  29CFR 1910 Subpart 0
----------------------------------------------------------------------------------------------------------------------------
</TABLE>



Florida
<PAGE>

                                 Attachment 4
                                     28
<TABLE>
<CAPTION>

                                                                         (OSHA Standard)
                                              -----------------------------------------------------------------------
<S>                                           <C>                                   <C>
Janitorial services                            All waste removal and disposal        o  P&SM Manager - Procurement
                                               must conform to all applicable
                                               federal, state and local regulations

                                               All Hazardous Material and Waste      o  Fact Sheet Series 17000

                                                Asbestos notification and            o  GU-BTEN-001BT,
                                                                                        Chapter 3
                                                protection of employees and          o  BSP 010-170-001BS
                                                equipment                               (Hazcom)
----------------------------------------------------------------------------------------------------------------------------
  Manhole cleaning                              Compliance with all applicable       o  Std T&C 450
                                                local, state, & federal laws and     o  Fact Sheet 14050
                                                                                     o  BSP 620-145-011PR
                                                                                        Issue A, August 1996

                                                Pollution liability Insurance        o  Std T&C 660-3

                                                EVET approval of contractor          o  Approved Environmental Vendor
                                                                                        List (Contact E/S Management)
----------------------------------------------------------------------------------------------------------------------------
 Removing or disturbing building               Asbestos work practices               o  GU-BTEN-OO1BT, Chapter 3
 materials that may contain asbestos
----------------------------------------------------------------------------------------------------------------------------
</TABLE>

  3.          DEFINITIONS

  GENERATOR. Under RCRA, the person whose act produces a Hazardous Waste, as
  defined in 40 CFR 261, or whose act first causes a Hazardous Waste to
  become subject to regulation. The Generator is legally responsible for the
  proper management and disposal of Hazardous Wastes in accordance with
  regulations.

  HAZARDOUS CHEMICAL. As defined in the U.S. Occupational Safety and Health
  (OSHA) hazard communication standard (29 CFR 1910.1200), any chemical which
  is a health hazard or physical hazard.

  HAZARDOUS WASTE. As defined in section 1004 of RCRA.

  IMMINENT DANGER. Any conditions or practices at a facility which are such
  that a danger exists which could reasonably be expected to cause immediate
  death or serious harm to people or immediate significant damage to the
  environment or natural resources.

  SPILL OR RELEASE. As defined in Section 101 of CERCLA.



  Florida
<PAGE>

                                 Attachment 4
                                     29

  4.           ACRONYMS

  E/S - Environmental/Safety

  EVET - Environmental Vendor Evaluation Team

  DEC/LDEC - Department Environmental Coordinator/Local Department
  Environmental Coordinator

  GU-BTEN-001BT - BellSouth Environmental Methods and Procedures

  NESC - National Electrical Safety Codes

  P&SM - Property & Services Management

  Std. T&C - Standard Terms & Conditions



  Florida
<PAGE>

                                                                    ATTACHMENT 5
                                                                          PAGE 1

                    ACCESS TO NUMBERS AND NUMBER PORTABILITY

1.0      Non-Discriminatory Access to Telephone Numbers

         Nothing in this Agreement shall be construed to limit or otherwise
         adversely affect in any manner either Party's right to employ, or to
         request and be assigned, any Central Office (NXX) Codes pursuant to the
         Central Office Code Assignment Guidelines, as may be amended from time
         to time, or to establish by Tariff or otherwise, Rate Center and Rating
         Points corresponding to such NXX Codes. BellSouth will provide number
         portability to ITC/\DeltaCom and their customers with minimum
         impairment of functionality, quality, reliability and convenience.

1.1      During the term of this Agreement, the Parties shall contact Lockheed
         Martin for the assignment of numbering resources. In order to be
         assigned a Central Office Code, the Parties will be required to
         complete the Central Office Code (NXX) Assignment Request and
         Confirmation Form (Code Request Form) in accordance with Industry
         Numbering Committee's Central Office Code (NXX) Assignment Guidelines
         (INC 95-0407-008).

1.2      It shall be the responsibility of each Party to
         program and update its own switches and network
         systems in accordance with the Local Exchange Routing
         Guide ("LERG") in order to recognize and route
         traffic to the other Party's assigned NXX Codes at
         all times.

2.0      Local Number Portability

2.1      The Parties shall provide Local Number Portability ("LNP") on a
         reciprocal basis to each other to the extent technically feasible, and
         in accordance with the applicable rules and regulations as prescribed
         from time to time by the FCC and/or the Commission.

2.2      Local Number Portability

         2.2.1 Deployment of LNP. LNP allows End Users to keep their
               existing Telephone Line Numbers ("TLNs") when switching LECs. The
               Parties shall implement and deploy the Location Routing Number
               ("LRN") solution for permanent LNP in accordance with orders,
               rulings and policies regarding LNP issued by the North American
               Numbering Committee ("NANC"), the FCC and applicable state
               commissions, including without limitation, the FCC prescribed
               permanent LNP geographic deployment schedules.

         2.2.2 Description of LNP. LNP uses the industry standard LRN that
               assigns a unique 10-digit number to each Wire Center. To support
               LNP, LRN data is stored, and LNP is provisioned on Advanced
               Intelligent Network ("AIN") elements that replace the dialed TLN
               with the LRN so that LNP calls can be routed to the proper Wire
               Center for connection to the dialed party. To obtain the LRN data
               and properly provision LNP services, carriers must be connected
               to independently
<PAGE>

                                                                    ATTACHMENT 5
                                                                          PAGE 2
               operated Regional Number Portability Administration Centers
               ("NPACs") which will manage LNP services and provide LNP call
               routing data to carriers.

         2.2.3 Once LNP is implemented, either Party will withdraw its
               Interim Number Portability ("INP") offerings, subject to (i)
               provision of reasonable advance notice to the other Party; and
               (ii) coordination to allow the seamless and transparent
               conversion of INP customers to LNP. Once LNP is implemented in an
               end office pursuant to FCC or state Commission orders, rules or
               regulations, with advance written notice, either Party must
               withdraw its INP offerings. The transition from existing INP
               arrangements to LNP shall occur within 120 days from the date LNP
               is implemented in the end office serving the telephone number.
               Neither Party shall charge the other Party for conversion from
               INP to LNP. The Parties shall comply with any INP/LNP transition
               processes established by the FCC and State Commissions and
               appropriate industry number portability work groups.

         2.2.4 Notwithstanding the foregoing, the Parties acknowledge that
               the FCC has determined once LNP has been deployed pursuant to the
               FCC's orders, rules and regulations, that all local exchange
               carriers (LECs) have the duty to provide LNP. Therefore, either
               Party, at any time, may seek appropriate legal or regulatory
               relief concerning the transition from INP to LNP or other related
               issues.

         2.2.5 CHARGES. The Parties agree to compensate each other for
               providing LNP in accordance with pertinent rules, orders and
               charges adopted or approved by the FCC, and effective Tariffs
               filed in accordance with such FCC requirements. Such charges
               shall be itemized and clearly designated as "LNP charges."

         2.2.6 The Parties will exchange SS7 TCAP messages as required for
               the implementation of Customer Local Area Signaling Services
               (CLASS) or other features available.

2.3.     INTERIM NUMBER PORTABILITY

         2.3.1    SERVICE PROVIDER NUMBER PORTABILITY

                  2.3.1.1 DEFINITION. Until an industry-wide permanent solution
                  can be achieved, BellSouth shall provide Service Provider
                  Number Portability ("SPNP"). SPNP is an interim service
                  arrangement whereby an end user who switches subscription of
                  his local exchange service from BellSouth to ITC/\DeltaCom, or
                  vice versa, is permitted to retain the use of his existing
                  assigned telephone number, provided that the end user remains
                  at the same location for his local exchange service. or
                  changes locations and service providers but stays within the
                  same serving wire center of his existing number.

                  2.3.1.2 METHODS OF PROVIDING NUMBER PORTABILITY. SPNP is
                  available through either remote call forwarding or direct
                  inward dialing trunks, at the election of ITC/\DeltaCom.
                  Remote call forwarding (SPNP-RCF) is an existing switch-based
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                                                                    ATTACHMENT 5
                                                                          PAGE 3

                  BellSouth service that redirects calls within the telephone
                  network. Direct inward dialing trunks (SPNP-DID) allow calls
                  to be routed over a dedicated facility to the ITC/\DeltaCom
                  switch that serves the subscriber. SS7 Signaling is required
                  for the provision of either of these services.

         2.3.2    SPNP-DID is available from BellSouth on a per DS0, DS1, or DS3
                  basis. Where SPNP-DID is technically feasible and is provided
                  on a DS1 or a DS3 basis, the applicable channelization rates
                  are those specified in Attachment 11 hereto, incorporated
                  herein by this reference. SPNP is available only for basic
                  local exchange service.

2.4      SPNP is available only where ITC/\DeltaCom or BellSouth is currently
         providing, or will begin providing concurrent with provision of SPNP,
         basic local exchange service to the affected end user. SPNP for a
         particular telephone number is available only from the central office
         originally providing local exchange service to the end user. SPNP for a
         particular assigned telephone number will be disconnected when any end
         user, Commission, BellSouth, or ITC/\DeltaCom initiated activity (e.g.,
         a change in exchange boundaries) would normally result in a telephone
         number change had the end user retained his initial local exchange
         service.

         2.4.1 SPNP-RCF, as contemplated by this Agreement, is a
               telecommunications service whereby a call dialed to an SPNP-RCF
               equipped telephone number is automatically forwarded to an
               assigned seven- or ten- digit telephone number within the local
               calling area as defined in BellSouth's General Subscriber
               Services Tariff. The forwarded-to number shall be specified by
               ITC/\DeltaCom or BellSouth, as appropriate. The forwarding
               company will provide identification of the originating telephone
               number, via SS7 signaling, to the receiving Party. Identification
               of the originating telephone number to the SPNP-RCF end user
               cannot be guaranteed, however. SPNP-RCF provides a single call
               path for the forwarding of no more than one simultaneous call to
               the receiving Party's specified forwarded-to number. Additional
               call paths for the forwarding of multiple simultaneous calls are
               available on a per path basis at separate rates in addition to
               the rates for SPNP-RCF.

         2.4.2 SPNP-DID service, as contemplated by this Agreement,
               provides trunk side access to end office switches for direct
               inward dialing to the other company's premises equipment from the
               telecommunications network to lines associated with the other
               company's switching equipment and must be provided on all trunks
               in a group arranged for inward service. A SPNP-DID trunk
               termination charge, provided with SS7 Signaling only, applies for
               each trunk voice grade equivalent. In addition, direct facilities
               are required from the end office where a ported number resides to
               the end office serving the ported end user customer. The rates
               for a switched local channel and switched dedicated transport
               apply as contained in Attachment 11 hereto. Transport mileage
               will be calculated as the airline distance between the end office
               where the number is ported and the Point of Interface ("POI")
               using the V&H coordinate method. SPNP-DID must be
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                                                                    ATTACHMENT 5
                                                                          PAGE 4

               established with a minimum configuration of two channels and one
               unassigned telephone number per switch, per arrangement for
               control purposes. Transport facilities arranged for SPNP-DID may
               not be mixed with any other type of trunk group, with no outgoing
               calls placed over said facilities. SPNP-DID will be provided only
               where such facilities are available and where the switching
               equipment of the ordering company is properly equipped. Where
               SPNP-DID service is required from more than one wire center or
               from separate trunk groups within the same wire center, such
               service provided from each wire center or each trunk group within
               the same wire center shall be considered a separate service. Only
               customer-dialed sent-paid calls will be completed to the first
               number of a SPNP-DID number group; however, there are no
               restrictions on calls completed to other numbers of a SPNP-DID
               number group. Interface group arrangements provided for
               terminating the switched transport at the Party's terminal
               location are as set forth in of BellSouth's Intrastate Access
               Services Tariff, ss. E6.1.3.A as amended from time to time.

         2.4.3 The calling Party shall be responsible for payment of the
               applicable charges for sent-paid calls to the SPNP number. For
               collect, third-Party, or other operator-assisted non-sent paid
               calls to the ported telephone number, BellSouth or ITC/\DeltaCom
               shall be responsible for the payment of charges under the same
               terms and conditions for which the end user would have been
               liable for those charges. Either company may request that the
               other block collect and third company non-sent paid calls to the
               SPNP-assigned telephone number. If a company does not request
               blocking, the other company will provide itemized local usage
               data for the billing of non-sent paid calls on the monthly bill
               of usage charges provided at the individual end user account
               level. The detail will include itemization of all billable usage.
               Each company shall have the option of receiving this usage data
               on a daily basis via a data file transfer arrangement. This
               arrangement will utilize the existing industry uniform standard,
               known as EMI standards, for exchange of billing data. Files of
               usage data will be created daily for the optional service. Usage
               originated and recorded in the sending BellSouth RAO will be
               provided in unrated or rated format, depending on processing
               system. ITC/\DeltaCom usage originated elsewhere and delivered
               via CMDS to the sending BellSouth RAO shall be provided in rated
               format.

         2.4.4 Each company shall be responsible for obtaining
               authorization from the end user for the handling of the
               disconnection of the end user's service, the provision of new
               local service and the provision of SPNP services. Each company
               shall be responsible for coordinating the provision of service
               with the other to assure that its switch is capable of accepting
               SPNP ported traffic. Each company shall be responsible for
               providing equipment and facilities that are compatible with the
               other's service parameters, interfaces, equipment and facilities
               and shall be required to provide sufficient terminating
               facilities and services at the terminating end of an SPNP call to
               adequately handle all traffic to that location and shall be
               solely responsible to ensure that its facilities, equipment and
               services do not interfere with or impair any facility, equipment,
               or service of the other company or
<PAGE>

                                                                    ATTACHMENT 5
                                                                          PAGE 5

               any of its end users. In the event that either company determines
               in its reasonable judgment that the other company will likely
               impair or is impairing, or interfering with any equipment,
               facility or service or any of its end users, that company may
               either refuse to provide SPNP service or may terminate SPNP
               service to the other Party after providing appropriate notice.

         2.4.5 Each company shall be responsible for providing an
               appropriate intercept announcement service for any telephone
               numbers subscribed to SPNP services for which it is not presently
               providing local exchange service or terminating to an end user.
               Where either company chooses to disconnect or terminate any SPNP
               service, that company shall be responsible for designating the
               preferred standard type of announcement to be provided.

         2.4.6 Each company shall be the other company's single point of
               contact for all repair calls on behalf of each company's end
               user. Each company reserves the right to contact the other
               company's customers if deemed necessary for maintenance purposes.

         2.4.7 Neither company shall be responsible for adverse effects on
               any service, facility or equipment from the use of SPNP services.
               End-to-end transmission characteristics may vary depending on the
               distance and routing necessary to complete calls over SPNP
               facilities and the fact that another carrier is involved in the
               provisioning of service. Therefore, end-to-end transmission
               characteristics cannot be specified by either company for such
               calls. Neither company shall be responsible to the other if any
               necessary change in protection criteria or in any of the
               facilities, operation, or procedures of either renders any
               facilities provided by the other company obsolete or renders
               necessary modification of the other company's equipment.

         2.4.8 For terminating IXC traffic ported to either Party which
               requires use of either Party's 's tandem switching, the tandem
               provider will bill the IXC tandem switching and its portion of
               the transport, and the other Party will bill the IXC local
               switching, the carrier common line, the interconnection charge,
               and its portion of the transport. If the tandem provider is
               unable to provide the necessary access records to permit the
               other company to bill the IXC directly for terminating access to
               ported numbers, then the tandem provider will bill the IXC full
               terminating switched access charges at the tandem provider's
               rate, keep the, tandem switching and its portion of transport,
               and remit the local switching, the interconnection charge, the
               other Party's portion of transport at the tandem provider's rate,
               CCL revenues to the other Party. If an intraLATA toll call is
               delivered, the delivering Party will pay terminating access rates
               to the other Party. This subsection does not apply in cases where
               SPNP-DID is utilized for number portability.

         2.4.9 If, through an effective order, the Federal Communications
               Commission ("FCC") issues regulations pursuant to 47 U.S.C. ss.
               251 to require number portability different than that provided
               pursuant to this section, the Parties will comply with any such
               order.
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                                                                    ATTACHMENT 5
                                                                          PAGE 6

         2.4.10 Charges for INP shall be as specified in Attachment 11,
               provided that interim rates will be replaced or trued-up in
               accordance with regulatory requirements.

2.5      INP Requirements

         2.5.1 Either Party shall notify the other of any technical or
               capacity limitations that would prevent use of a requested INP
               implementation in a particular End Office or Wire Center.

         2.5.2 Either Party shall pass all Calling Party Number ("CPN") or
               Automatic Number Identification ("ANI") information to and from
               the ported number, whenever technically feasible.

         2.5.3 BellSouth and ITC/\DeltaCom shall cooperate in resolving all
               service calls involving the other Party's service, to avoid
               unnecessary service outages.

2.6      LNP Cutover Procedures.

         2.6.1 BellSouth will ensure that the disconnect order is
               completed for all ported numbers once the NPAC notification of
               ITC/\DeltaCom's Activate Subscription Version has been received
               by BellSouth. If BellSouth receives such notice by 12:00 noon, it
               will complete the disconnect the same business day. If BellSouth
               receives such notice after 12:00 noon, it will complete the
               disconnect the next business day.

         2.6.2 For an LNP Coordinated Cutover Environment (where the loop is
               being purchased by ITC/\DeltaCom as an unbundled Network Element
               at the time of LNP implementation), BellSouth shall use best
               efforts to update switch translations, where necessary, within
               fifteen (15) minutes after receiving the activate message from
               NPAC. For an LNP Non-Coordinated Cutover Environment (where the
               Loop is supplied by ITC/\DeltaCom) BellSouth shall use best
               efforts to update switch translations, where necessary, within
               fifteen (15) minutes after receiving the activate message from
               NPAC.

2.7      Number Portability Through NXX Migration

         2.7.1 Where either Party has activated an entire NXX for a single
               End User, or activated 25% or more of the numbers available in an
               NXX for a single End User with the remaining numbers in that NXX
               either reserved for future use or otherwise unused, if such End
               User chooses to receive service from the other Party, the other
               Party shall cooperate with the second Party to have the entire
               NXX reassigned in the Local Exchange Routing Guide ("LERG") (and
               associated industry databases, routing tables, etc.) to an End
               Office operated by the second Party. Such transfer will be
               accomplished with appropriate coordination between the Parties
               and subject to appropriate industry lead-times for movements of
               NXX's from one switch to another.
<PAGE>

                                                                    ATTACHMENT 6
                                                                          PAGE 1


                            ORDERING AND PROVISIONING

1.       ORDERING AND PROVISIONING

1.1      BellSouth shall provide ordering and provisioning services to
         ITC/\DeltaCom that are equal to the ordering and provisioning services
         BellSouth provides to itself, any affiliates or subsidiaries or any
         other CLEC where technically feasible and shall provide reasonable
         assistance to ITC/\DeltaCom as necessary for ITC/\DeltaCom to
         understand how to implement and use all of the OSS functions available
         to it. BellSouth shall provide information, assistance and access to
         training at rates as may be specified by BellSouth as necessary to
         provide ITC/\DeltaCom with nondiscriminatory access to BellSouth's OSS.
         BellSouth shall make available one free seat per year for each OSS
         system (e.g. LENS, TAG, EDI, and TAFI). Additional training shall be
         available at rates specified by BellSouth. BellSouth shall provide
         ITC/\DeltaCom with nondiscriminatory access to its Operations Support
         Systems ("OSS") as necessary to access pre-ordering information, place
         orders, and obtain maintenance and repair, of both Resale Services and
         Unbundled Network Elements ("UNEs"). Detailed guidelines for ordering
         and pre-ordering are set forth in the Ordering Guide for manual
         ordering and the Local Exchange Ordering Guide for electronic ordering.
         Except where otherwise required by Commission order, where practicable,
         BellSouth will notify ITC/\DeltaCom of changes to ordering and
         preordering interfaces and business rules via the appropriate BellSouth
         web site thirty days prior to such changes. Where thirty (30) days
         advance notice is not practicable, BellSouth will use its best efforts
         to provide such notification via the appropriate web site within one
         (1) day of BellSouth's decision to implement the changes or as soon as
         possible. In addition, BellSouth will use its best efforts, through the
         account team assigned to ITC/\DeltaCom and upon ITC/\DeltaCom's
         request, to provide such notices via e-mail to the address specified by
         ITC/\DeltaCom.

1.2      All changes implemented by the Change Control Process ("CCP") shall be
         followed by the Parties. Upon request of ITC/\DeltaCom for electronic
         access to the pre-ordering, ordering/provisioning, maintenance/repair
         and billing functions described herein, BellSouth shall make available
         to ITC/\DeltaCom the following interfaces, without limitation: (i) for
         ordering, an electronic interface utilizing the Electronic Data
         Interchange ("EDI") protocol, consistent with the most recent industry
         standards for such systems established by the Ordering and Billing
         Forum ("OBF") and the Alliance for Telecommunications Industry
         Solutions ("ATIS") as determined by the Electronic Interface Change
         Control Process ("EICCP"); (ii) for pre-ordering and ordering, a
         -human-to-machine interface known as the Local Exchange Navigation
         System ("LENS"), and the machine-to-machine interface known as
         Telecommunications Access Gateway ("TAG"); (iii) facsimile-based and
         e-mail-based interfaces; (iv) BellSouth's Trouble Analysis and
         Facilitation Interface ("TAFI"), T I /M I machine-to-machine interface,
         and Electronic Communication Trouble Administration ("ECTA") interface
         for maintenance and repair; or (v) any other mutually agreeable method.
         Each such interface shall be made available to support the ordering of
         both Resale services and UNEs (provided that as of the date hereof LENS
         does not support UNE ordering), and
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                                                                    ATTACHMENT 6
                                                                          PAGE 2


         shall be upgraded as necessary to ensure that ITC/\DeltaCom is provided
         access to OSS functions at parity to that provided by BellSouth to
         itself, its Affiliates or any other Telecommunications Carrier.

1.3      Access shall be offered immediately for pre-ordering capability
         integratable with ordering capability, and for associated
         maintenance/repair and billing functions. Any such interface shall
         remain consistent with ATIS, Telecommunications Industry Forum ("TIF"),
         and the most current industry guideline(s) as determined by the EICCP.
         Notwithstanding the forgoing, in the event that an industry standard
         interface is developed by the appropriate industry forum, and is
         generally accepted for implementation by the industry, then upon
         agreement by the EICCP, BellSouth shall implement such interface and
         make it available to ITC/\DeltaCom on a timely basis.

1.4      When BellSouth is unable to test and implement OSS interfaces for
         multiple Telecommunications Carriers simultaneously, BellSouth shall
         engage in such testing and implementation on a "first come-first
         served" basis.

1.5      ITC/\DeltaCom may utilize BellSouth electronic interfaces for the
         purpose of establishing and maintaining Resale services, UNEs, and
         future uses as they are made available by BellSouth.

1.6      When utilizing such OSS functions, the Parties shall at all times
         adhere to all FCC requirements relating to confidentiality of
         End-Users' Customer Proprietary Network Information ("CPNI") and in
         accordance with the terms of the Blanket Letter of Authorization
         provided to each Party.

1.7      BellSouth and ITC/\DeltaCom shall jointly establish interface
         contingency and disaster recovery plans for the pre-order, ordering,
         provisioning, repair and maintenance of Resale Services and UNEs.

1.8      The electronic interfaces described herein shall be utilized for, but
         not limited to, transferring and receiving orders, Firm Order
         Confirmations ("FOCs"), completion notices, other electronic error
         notices, and service jeopardies.

1.9      Industry standards bodies and forums (OBF and ECIC) regularly produce
         updates and new releases to specifications and documentation related to
         electronic access to OSS functions. Except as otherwise specified in
         the Agreement, the Parties agree that systems utilized for access to
         OSS shall be compliant with the most current policies and/or guidelines
         of OBF and ECIC, as determined by the EICCP.

         1.9.1    Neither Party waives its right to participate in, or advocate
                  any position in connection with deliberations of OBF, ATIS-TIF
                  or other industry standards organizations to establish and
                  conform standards for electronic interfaces for pre-ordering,
                  ordering, provisioning, and maintenance and repair.
                  ITC/\DeltaCom and BellSouth shall be individually responsible
                  for evaluating the risk of
<PAGE>

                                                                    ATTACHMENT 6
                                                                          PAGE 3


                  developing their respective systems in advance of standards
                  and shall support their own system modifications as necessary
                  to comply with new requirements.

1.10     In areas where BellSouth does not provide an electronic interface for
         the pre-order and ordering processes, BellSouth and ITC/\DeltaCom shall
         develop manual work around processes until such time as the
         transactions can be electronically transmitted. ITC/\DeltaCom shall
         transmit preorder and ordering requests to the Local Carrier Service
         Center ("LCSC") via facsimile where electronic interfaces are not
         available or are not functioning.

1.11     BellSouth shall provide ITC/\DeltaCom personnel with all relevant
         manuals or other publications, information concerning ordering codes
         and field identifiers, and information concerning other business rules
         or practices necessary to ensure nondiscriminatory access to OSS,
         including all updates, on a timely basis via an electronic means as
         mutually agreed by the Parties.

1.12     BellSouth shall deploy the necessary systems and personnel to provide
         sufficient access to each of the necessary OSS functions.

1.13     BellSouth shall provide ITC/\DeltaCom with the technical specifications
         necessary to instruct ITC/\DeltaCom on how to modify or design its
         systems in a manner that shall enable it to communicate with
         BellSouth's legacy systems and any interfaces utilized by BellSouth for
         such access.

1.14     BellSouth shall provide ITC/\DeltaCom with all of the information
         necessary to format and process its electronic requests so that these
         requests flow through the interfaces, the transmission links, and into
         the legacy systems as quickly and efficiently as possible.

1.15     BellSouth shall disclose to ITC/\DeltaCom any 'business rules,'
         including information concerning the ordering codes, that BellSouth
         uses which ITC/\DeltaCom needs to place orders through the system
         efficiently via BellSouth's Interconnection Web Site in downloadable
         common spaced value format. Such ordering codes include universal
         service ordering codes ("USOCs") and field identifiers ("FIDs") used to
         identify the different services and features used in offering
         Telecommunications Services to Customers. Throughout the term of this
         Agreement, the following information will be available on BellSouth's
         Web Site:

         1.15.1   USOC Code. Alphanumeric code that is utilized to provision
                  BellSouth products and services;

         1.15.2   USOC Description . English description of each USOC Code;

         1.15.3   State Code. State where the USOC is available;
<PAGE>

                                                                    ATTACHMENT 6
                                                                          PAGE 4


         1.15.4   Service Type Indicator. Designates whether the USOC is
                  available at the order level;

         1.15.5   Line Indicator. Designates whether the USOC is available at
                  the line level;

         1.15.6   Feature Charge Code. Designates whether the USOC is available
                  at the feature level;

         1.15.7   Resellable Code. Designates whether the USOC is available for
                  resale;

         1.15.8   Bus/Res Indicator. Designates whether the USOC is available
                  for Business or Residential;

         1.15.9   MRC. Designates appropriate Monthly Recurring Charges for the
                  USOC;

         1.15.10  NRC. Designates appropriate Non-Recurring Charges for the
                  USOC;

         1.15.11  FIDs. A list of all valid FIDs (File Identifiers) associated
                  with the USOC; and

1.16     BellSouth shall ensure that its OSS are designed to accommodate both
         current demand and projected demand of ITC/\DeltaCom and other CLECs in
         the aggregate for access to OSS functions.

1.17     For those OSS functions, if any, that have no retail analogue,
         BellSouth shall provide access to ITC/\DeltaCom that offers
         ITC/\DeltaCom a meaningful opportunity to compete. The specific
         performance measurements for OSS functions are specified in Attachment
         10.

1.18     BellSouth shall provide access to OSS functions necessary to order both
         individual UNEs and those combinations of Network Elements as set forth
         in Attachment 2.

1.19     BellSouth OSS functions for ordering and provisioning shall be able to
         handle reasonable fluctuations in service orders by competing carriers
         as well as reasonably foreseeable general increases in ordering
         volumes.

1.20     The Ordering Guide and the Local Exchange Ordering Guide, and
         associated training and carrier consultation, shall support both Resale
         services and UNEs.

1.21     BellSouth shall provide ITC/\DeltaCom notification of disconnects,
         updated and delivered once daily, via an electronic process known as
         OUTPLOC.

2.0      CHANGE MANAGEMENT

2.1      BellSouth reserves the right to modify or discontinue the use of any
         OSS interface or version of such interface on the following terms:
<PAGE>

                                                                    ATTACHMENT 6
                                                                          PAGE 5


         2.1.1    With respect to national standard electronic interfaces, upon
         the release of a new version of such interfaces, BellSouth shall
         maintain the current national standard version and the previous
         national standard version.

         2.1.2    With respect to discontinuation of electronic interfaces,
         BellSouth shall provide ITC/\DeltaCom with ninety (90) days advance
         notice of such discontinuation consistent with applicable state and FCC
         requirements.

         2.1.3    With respect to changes or modifications to electronic
         interfaces other than as specified in 2.1.1 above, BellSouth shall
         provide prior notice of such changes and modifications and shall use
         its best efforts to provide ITC/\DeltaCom with ninety (90) days advance
         notice of such changes or modifications. When necessary, the Parties
         shall work cooperatively to develop a temporary work around solution
         and to implement such changes and modifications to the electronic
         interfaces.

3.0      PRE-ORDERING INTERFACES AND FUNCTIONS

3.1      Definition. Pre-ordering is defined as the exchange of information
         between ITC/\DeltaCom and BellSouth relating to current or proposed
         products, services or UNEs utilized by End Users. Pre-ordering includes
         the activities undertaken by ITC/\DeltaCom to gather and verify
         information necessary to formulate an accurate order for End Users. As
         provided hereafter, pre-ordering functions include, without limitation:
         telephone number selection; street address validation; services and
         features availability; due date selection; and Customer Service Record
         ("CSR") information. BellSouth shall provide OSS to ITC/\DeltaCom
         necessary to access such pre-order functions that is at parity with
         that provided by BellSouth to itself, its Affiliates, or any other
         Telecommunications Carrier.

3.2      Interfaces. BellSouth shall make available the following interfaces to
         ITC/\DeltaCom for access to pre-order functions: LENS and TAG (as
         provided in Section 1.2 above). LENS shall be available for resale
         services and TAG shall be available in connection with both Resale
         services and UNEs.

3.3      The Parties acknowledge that ordering requirements necessitate the use
         of current, real time pre-order information to accurately build service
         orders. Each pre-order interface shall be available twenty-four (24)
         hours a day, seven (7) days a week, less reasonable periods required
         for regular maintenance and scheduled down-time. BellSouth shall use
         its best efforts to perform maintenance and schedule down-time during
         evening hours and on weekends.

3.4      Preordering Functions. Pre-ordering functions for Resale Services and
         UNEs shall include, but not be limited to:
<PAGE>

                                                                    ATTACHMENT 6
                                                                          PAGE 6


         3.4.1    Obtain End User information, including, but not limited to,
                  customer name, billing address and residence or business
                  address, billing telephone numbers, billed telephone numbers,
                  features and services available in the End Office where the
                  End User is provisioned and directory listing and delivery
                  information; BellSouth agrees to provide accurate customer
                  service record information that is updated on a daily basis.
                  When a customer selects ITC/\DeltaCom as its primary local
                  carrier, BellSouth will, within 24 hours after the conversion
                  date, update the customer service record.

         3.4.2    Identify prices for all features and services to which the End
                  User subscribes where required by Commission order.

         3.4.3    ITC/\DeltaCom may electronically assign a telephone number to
                  its End User. Telephone numbers may be reserved for up to 30
                  days via LENS and up to 365 days via TAG.

         3.4.4    Provide service availability dates (i.e., actual due dates);

         3.4.5    Provide information regarding the dispatch/installation
                  schedule, if applicable;

         3.4.6    Provide PIC options for intraLATA toll and interLATA toll;

         3.4.7    Perform address verification;

         3.4.8    Channel Facility Assignment ("CFA"), Network Channel ("NC"),
                  and Network Channel Interface ("NCI") data.

4.0      ORDERING/PROVISIONING INTERFACES AND FUNCTIONS

4.1      For generation of Resale service orders, ordering flows shall be
         available via such electronic interfaces for each of the following
         ordering functions: Conversion ("as is" or "with changes"); Change
         (features, listings, long distance, etc); New Connect; Disconnect; From
         and To (change of premises with same service).

         4.1.1 BellSouth shall accept any requests from ITC/\DeltaCom to
         disconnect the service of an existing ITC/\DeltaCom end user. BellSouth
         will not require end user confirmation prior to disconnection of the
         end user's service. If ITC/\DeltaCom rescinds such disconnect order or
         issues a reconnect order within 24 hours of submission of the
         disconnect order, BellSouth shall use its best efforts to reconnect
         service within 24 hours.

4.2      BellSouth shall provide ITC/\DeltaCom with a FOC for each Resale and
         UNE order. As of the date of this Agreement, the FOC includes purchase
         order number, telephone number, Local Service Request Number, the due
         date and Service Order number. Any changes to information included in
         the FOC shall be as determined by the EICCP.
<PAGE>

                                                                    ATTACHMENT 6
                                                                          PAGE 7


4.3      BellSouth shall provision Resale Services and UNEs as prescribed in
         ITC/\DeltaCom's service order requests. Access to status on such
         electronic orders of Resale services and UNEs shall be provided via the
         electronic interfaces utilized by ITC/\DeltaCom. Status on manual
         orders shall be provided as mutually agreed by the Parties.

4.4      Order Status shall allow ITC/\DeltaCom to check service order status,
         including Due Dates and Customer and Facility Due Date-Jeopardies.

4.5      BellSouth shall provide notice of a lack of facilities availability at
         parity (in terms of means and timing) to that BellSouth provides to
         itself, its Affiliates, or any other Telecommunications Carrier.

4.6      GENERAL ORDERING/PROVISIONING REQUIREMENTS

         4.6.1    BellSouth shall provide a single point of contact ("SPOC") for
                  the provisioning of Resale Services (LCSC) and provisioning of
                  UNEs (UNE center) ordered by ITC/\DeltaCom. For services and
                  UNEs available electronically, preordering and ordering shall
                  be available via an electronic interface seven (7) days a
                  week, 24 hours a day less reasonable periods for maintenance
                  and scheduled downtime. During provisioning of services to
                  ITC/\DeltaCom, support personnel will be available until the
                  migration of the end user is complete. Provisioning services
                  (LCSC and UNE Center) shall be provided during the same
                  business hours that BellSouth provisions services to its own
                  end users. All other ITC/\DeltaCom requests for provision and
                  installation services are considered outside of the normal
                  hours of operation and may be performed subject to the
                  application of additional charges.

         4.6.2    BellSouth shall provide access to assistance for technical
                  issues such as connectivity and passwords related to LENS, TAG
                  and TAFI, and to the "EDI Central Group" for technical
                  problems with EDI. Assistance will be available by telephone
                  during normal business hours and through other contacts on
                  nights, weekends and holidays.

         4.6.3    BellSouth shall provide the following to ITC/\DeltaCom:

                  4.6.3.1  Circuit Layout Record Card and Design Layout Records
                           ("DLRs") for designed unbundled Network Elements;

                  4.6.3.2  Upon request of ITC/\DeltaCom, advance information on
                           the details and requirements for planning and
                           implementation of NPA splits.
<PAGE>

                                                                    ATTACHMENT 6
                                                                          PAGE 8


                  4.6.3.3  BellSouth shall provide MSAG to ITC/\DeltaCom, as a
                           facilities based carrier, and shall provide updates
                           to MSAG on a quarterly basis. MSAG and the updates
                           thereto shall be provided at no charge.

         4.6.4    BellSouth and ITC/\DeltaCom shall work cooperatively to
                  develop methods and procedures between BellSouth's LCSC and
                  ITC/\DeltaCom's corresponding Work Center(s) regarding common
                  systems and work center interfaces.

         4.6.5    BellSouth and ITC/\DeltaCom shall establish mutually
                  acceptable methods andprocedures at no charge to the other for
                  handling all misdirected calls from ITC/\DeltaCom End Users.
                  All misdirected calls to BellSouth from ITC/\DeltaCom End
                  Users shall be given a recording (or a live statement)
                  directing them to call an ITC/\DeltaCom designated 800 number.
                  ITC/\DeltaCom, on a reciprocal basis, shall refer all
                  misdirected calls that ITC/\DeltaCom receives from BellSouth
                  End Users to a BellSouth-designated number.

         4.6.6    BellSouth shall provide order format specifications to
                  ITC/\DeltaCom for all available services, features, and
                  functions and for ancillary data that is necessary to
                  provision these services. Business Rules and EDI Mapping for
                  format and data requirements shall be consistent with industry
                  guidelines and standards.

         4.6.7    The Parties shall provide a generic intercept referral message
                  that includes any new telephone number of an End User for the
                  same period of time that the Party's provide such service to
                  their end users. The intercept message shall be similar in
                  format to the intercept referral message currently provided by
                  BellSouth for its own End Users. Each Party shall provide this
                  referral service at no charge to the other Party.

         4.6.8    BellSouth shall perform all pre-testing necessary to insure
                  the services ordered meet the specifications outlined in the
                  technical service description provided by BellSouth for the
                  service being ordered.

         4.6.9    Any written "leave behind" materials that BellSouth
                  technicians provide to ITC/\DeltaCom End Users shall be
                  non-branded materials that do not identify the work being
                  performed as being by BellSouth. These materials shall
                  include, without limitation, non-branded forms for the
                  Customer and non-branded "not at home" cards.

         4.6.10   If an ITC/\DeltaCom End User requests a change of service at
                  the time of installation, BellSouth technicians shall direct
                  them to contact ITC/\DeltaCom directly and provide a toll-free
                  (8xx) number supplied by ITC/\DeltaCom. When a BellSouth
                  employee visits the premise of an ITC/\DeltaCom End User, the
<PAGE>

                                                                    ATTACHMENT 6
                                                                          PAGE 9


                  BellSouth employee shall inform the Customer that he or she is
                  there acting on behalf of ITC/\DeltaCom.

         4.6.11   BellSouth shall provide telephone and/or facsimile
                  notification of any charges associated with any construction
                  required for a given service, and obtain ITC/\DeltaCom's
                  approval prior to commencing construction under an
                  ITC/\DeltaCom order for such service or those charges shall be
                  waived.

         4.6.12   Each Party shall train and direct its employees who have
                  contact with End Users of the other Party, including but not
                  limited to those employees involved in the process of
                  provisioning, maintenance or repair, not to disparage the
                  other Party or its services in any way to the other Party's
                  End Users. Nor shall either Party use these calls to End Users
                  as a basis for internal referrals or to solicit customers to
                  market services. Both Parties shall respond with accurate
                  information in answering customer questions.

         4.6.13   When ITC/\DeltaCom places an LSR, ITC/\DeltaCom shall specify
                  a requested Due Date, and BellSouth shall assign a Due Date
                  based on the applicable intervals. In the event
                  ITC/\DeltaCom's requested date is less than the standard
                  interval, ITC/\DeltaCom shall contact BellSouth by telephone
                  and the Parties shall negotiate an expedited Due Date. This
                  situation shall be considered an expedited order. In the event
                  the negotiated Due Date assigned by BellSouth is within the
                  standard interval, the order will not be considered expedited.
                  BellSouth shall not complete the order prior to the Due Date
                  unless authorized by ITC/\DeltaCom. BellSouth shall use its
                  best efforts to notify ITC/\DeltaCom of any known jeopardies
                  prior to the scheduled conversion. BellSouth shall also
                  promptly notify ITC/\DeltaCom of the revised installation Due
                  Date if known at the time of the jeopardy notice. If
                  ITC/\DeltaCom requests that an order be expedited, BellSouth
                  shall notify ITC/\DeltaCom of the status of the order within
                  the expedited interval (i) by the end of the same Business Day
                  when such expedite requests are made prior to noon; or (ii) by
                  noon the following Business Day otherwise.

         4.6.14   ITC/\DeltaCom and BellSouth shall agree to escalation
                  procedures and contacts for resolving issues related to
                  ordering and provisioning procedures or to the processing of
                  individual orders, subject ultimately to the dispute
                  resolution provisions of this Agreement. BellSouth shall use
                  its best efforts to notify ITC/\DeltaCom of any modifications
                  to these contacts within ten business (10) days of any such
                  modifications.

         4.6.15   BellSouth shall transmit to ITC/\DeltaCom a FOC or, in the
                  alternative, notification of the lack of available facilities
                  within time periods specified herein after BellSouth's receipt
                  of a complete and correct LSR from ITC/\DeltaCom, provided,
                  however, that an LSR for complex services requiring a service
                  inquiry shall be deemed received for these purposes only after
                  completion of the service inquiry. The FOC shall contain a due
                  date which shall be established on a
<PAGE>

                                                                    ATTACHMENT 6
                                                                         PAGE 10


                  nondiscriminatory basis with respect to installation dates for
                  comparable orders at such time. If ITC/\DeltaCom uses EDI, or
                  any other electronic interface for the submission of the LSR,
                  the FOC or notification shall be posted by BellSouth in EDI or
                  in the electronic interface used within 24 hours of receipt of
                  the LSR. If ITC/\DeltaCom does not use an electronic
                  interface, or, an electronic interface is not available for
                  the service or UNE being ordered, BellSouth shall transmit the
                  FOC or notification by facsimile to a toll-free number
                  provided by ITC/\DeltaCom within 48 hours of BellSouth's
                  receipt of the LSR. When ITC/\DeltaCom submits a complete and
                  correct LSR for INP and an associated unbundled Loop
                  simultaneously, BellSouth shall likewise issue a FOC for both
                  the Loop and the INP simultaneously.

         4.6.16   BellSouth shall notify ITC/\DeltaCom via electronic interface,
                  of Rejections/Errors contained in any of the data element(s)
                  fields contained on any ITC/\DeltaCom electronic Service
                  Request. If the electronic interface is unavailable or
                  malfunctioning, BellSouth shall notify ITC/\DeltaCom by
                  telephone, facsimile, or email as mutually agreed to by the
                  Parties, of such Rejections and Errors.

         4.6.17   ITC/\DeltaCom shall specify on each LSR its Desired Due Date
                  (DDD) for completion of that particular order. BellSouth shall
                  not complete the order prior to DDD unless early turn-up is
                  needed for testing purposes. BellSouth shall notify
                  ITC/\DeltaCom if the DDD cannot be met. BellSouth shall
                  exercise best efforts to meet the DDD for Network Element
                  requests.

         4.6.18   USE OF FACILITIES. When a customer of a ITC/\DeltaCom elects
                  to discontinue service and transfer service to another local
                  exchange carrier, including BellSouth, BellSouth shall have
                  the right to reuse the facilities provided to CLEC by
                  BellSouth for retail or resale service, unbundled loop and/or
                  unbundled port for that customer. In addition, BellSouth may
                  disconnect and reuse facilities when the facility is in a
                  denied state and BellSouth has received an order to establish
                  new service or transfer of service from a customer or a
                  customer's CLEC at the same address served by the denied
                  facility. In the event of such reuse of facilities, BellSouth
                  and ITC/\DeltaCom shall coordinate such transition to avoid
                  any service outage to the end users.

         4.6.18.1 Upon receipt of a service order, BellSouth will do the
                  following:

                  4.6.18.1.1   Process disconnect and reconnect orders to
                  provision the service which shall be due dated using current
                  interval guidelines.

                  4.6.18.1.2   Reuse the serving facility for the retail, resale
                  service, or unbundled network element at the same location.

                  4.6.18.1.3   Notify ITC/\DeltaCom subsequent to the disconnect
                  order being completed.
<PAGE>

                                                                    ATTACHMENT 6
                                                                         PAGE 11


         4.6.19   BellSouth shall provision UNEs with the same timeliness that
                  the same or similar facilities are provisioned to BellSouth's
                  Affiliates, or other Persons to whom BellSouth directly
                  provides such facilities.

         4.6.20   When available, BellSouth shall provide ITC/\DeltaCom with the
                  ability to have BellSouth end offices AIN triggers initiated
                  via an electronic service order from ITC/\DeltaCom.

         4.6.21   ITC/\DeltaCom may order from BellSouth multiple individual
                  UNEs on a single order without the need for ITC/\DeltaCom to
                  send an order for each such UNE, if such UNEs are (i) for a
                  single type of service, (ii) for a single location and (iii)
                  for the same account.

         4.6.22   BellSouth shall recognize ITC/\DeltaCom as the Customer of
                  Record for all UNEs ordered by ITC/\DeltaCom and shall send
                  all notices, invoices and pertinent Customer information
                  directly to ITC/\DeltaCom.

         4.6.23   Within two (2) hours of ITC/\DeltaCom's request, BellSouth
                  shall use its best efforts to perform cooperative testing with
                  ITC/\DeltaCom (including trouble shooting to isolate any
                  problems) to test UNEs purchased by ITC/\DeltaCom in order to
                  identify any performance problems.
         4.6.24   Order Flow Through. Order Flow Through is defined as the
                  process whereby ITC/\DeltaCom's orders are transmitted
                  electronically through the gateway and accepted into
                  BellSouth's back office order systems without manual
                  intervention.

         4.6.25   BellSouth will provide ITC/\DeltaCom with one line equipped
                  for Remote Call Forwarding in certain BellSouth switches as
                  set forth in this Section for ITC/\DeltaCom's use solely to
                  conduct verification testing of routing and translations
                  instructions in BellSouth's switches. Such verification is
                  intended to confirm that BellSouth has implemented proper
                  routing and translation instructions in the BellSouth switch
                  so that calls from end users served by such BellSouth switch
                  will be properly routed to NXX codes assigned to
                  ITC/\DeltaCom's switch. The Remote Call Forwarding line will
                  be equipped with one call path. Provision of such lines will
                  generally coincide with ITC/\DeltaCom's installation of new
                  switches where ITC/\DeltaCom assigns new NXX codes to such
                  switches. In such cases, the Remote Call Forwarding lines will
                  be provided to ITC/\DeltaCom in sufficient time for
                  ITC/\DeltaCom to perform its verification testing prior to NXX
                  code activation. Thereafter, ITC/\DeltaCom may use the Remote
                  Call Forwarding lines to perform NXX code verification
                  testing. Remote Call Forwarding lines will also be provided to
                  ITC/\DeltaCom as needed for verification testing relating to
                  existing switches. ITC/\DeltaCom will pay the same non-
                  recurring and recurring rates for these Remote Call Forwarding
                  lines as ITC/\DeltaCom pays for Remote Call Forwarding used in
                  conjunction with Interim Number Portability as set forth in
                  Attachment 11 of this Agreement.
<PAGE>

                                                                    ATTACHMENT 6
                                                                         PAGE 12


4.7      UNE CONVERSIONS

         4.7.1    BellSouth agrees to coordinate with ITC/\DeltaCom at least
                  forty-eight hours prior to the due date a scheduled conversion
                  date and time.

         4.7.2    Twenty-four (24) to forty-eight (48) hours in advance of a
                  loop cutover, BellSouth will conduct testing to ensure that
                  dial tone from ITC/\DeltaCom is available for requested loops.
                  If dial tone is not available from ITC/\DeltaCom, BellSouth
                  will so notify ITC/\DeltaCom.

         4.7.3    If ITC/\DeltaCom requests or approves that a BellSouth
                  technician perform services in excess of those necessary for
                  the conversion of "live" Telephone Exchange Services to UNEs,
                  BellSouth may charge ITC/\DeltaCom for any additional
                  reasonable labor charges to perform such services.

         4.7.4    Notwithstanding any other provision hereof, the
                  performance/intervals for installation of unbundled Loops
                  should not exceed the interval for reestablishing service for
                  the customer with BellSouth.

5.0      MAINTENANCE/REPAIR INTERFACES AND FUNCTIONS

5.1      BellSouth shall make available electronic interfaces to ITC/\DeltaCom
         for maintenance, trouble reporting, and repair, including initiation of
         trouble tickets, updates/changes, status checking, scheduling
         maintenance appointments, and cancellation, for both Resale services
         and UNEs. Ongoing maintenance practices on unbundled loops shall equal
         the practices employed by BellSouth for facilities used to provide
         retail services. BellSouth will use its best efforts to ensure that the
         mean time to repair unbundled loops shall be equivalent to the mean
         time to repair reported by BellSouth for its retail customers.

5.2      BellSouth's maintenance systems and databases will allow ITC/\DeltaCom
         maintenance personnel and customer service representatives to perform
         the following functions for ITC/\DeltaCom Customers: (i) enter a new
         customer trouble ticket into the BellSouth maintenance system for an
         ITC/\DeltaCom Customer; (ii) retrieve and track current status on all
         ITC/\DeltaCom Customer repair tickets; (iii) receive "estimated time to
         repair" ("ETTR") on a real-time basis; (iv) perform where appropriate
         an electronic test at the time of ticket entry and provide test results
         to ITC/\DeltaCom; and (v) electronic notification when trouble is
         cleared.

5.3      If an electronic interface is not available, BellSouth agrees that
         ITC/\DeltaCom may transmit repair calls to BellSouth's repair bureau
         and request dispatching a BellSouth technician to an ITC/\DeltaCom
         customer's premises by telephone. BellSouth agrees to
<PAGE>

                                                                    ATTACHMENT 6
                                                                         PAGE 13


         provide the status upon ITC/\DeltaCom's request, in an expedient
         manner. The speed of answer time for ITC/\DeltaCom shall be equal to
         that for BellSouth.

5.4      BellSouth shall prioritize ITC/\DeltaCom end users for purposes of
         repair in the same manner and within the same time frames that
         BellSouth prioritizes its own end users for repair as described in this
         Section. In disaster situations, BellSouth follows the FCC's Emergency
         Preparedness Restoration Guidelines (010-400-002 BT). In non-disaster
         situations, BellSouth shall expedite, at no additional charge, the
         repair of ITC/\DeltaCom's UNEs and services where ITC/\DeltaCom reports
         to BellSouth that the UNE or service serves an emergency facility, an
         end user requiring access to emergency facilities via
         telecommunications services or another high priority end user.
         ITC/\DeltaCom agrees to submit expedite reports pursuant to this
         Section only in the circumstances described herein, and any such report
         for prioritization shall be made in good faith. The Parties shall
         comply with the Disaster Recovery Plan as set forth in Exhibit A of
         this Attachment.

5.5      BellSouth agrees to advise ITC/\DeltaCom of any central office failure
         or other major service interruptions that are known at the time of an
         inquiry or trouble report.

5.6      BellSouth agrees to provide, via electronic interface, an Estimated
         Time to Repair ("ETTR") on all trouble reports submitted
         electronically, an appointment time or a commitment time, as
         appropriate.

5.7      The Parties shall insure that all technicians and representatives are
         properly trained and that they follow such procedures in all their
         communications with End Users. At a minimum, the aforementioned
         procedures shall assume that: (1) BellSouth technicians shall provide
         repair service that is at least equal in quality to that provided to
         BellSouth customers or any other entity; (2) maintenance and repair
         shall take place based on a prioritization schedule devised by mutual
         agreement of the parties; (3) Customers shall be restored to service
         based on the priority system devised by mutual agreement of the parties
         on a non-discriminatory basis; and (4) ITC/\DeltaCom may prioritize
         repair scheduling of its own customers through an escalation procedure.

5.8      The BellSouth repair bureau including the Electronic Interface, shall
         be on-line and operational twenty-four (24) hours per day, seven (7)
         days per week except for scheduled electronic interface downtime.

5.9      Service centers shall be established by both Parties to handle service
         issues, escalations, and resolution of billing issues and other
         administrative problems.

5.10     The Parties agree to adopt a process for the efficient management of
         misdirected service calls.

5.11     BellSouth shall perform Mechanized Unbundled Loop Tests ("Quick Test")
         at the request of ITC/\DeltaCom while ITC/\DeltaCom is on line.
<PAGE>

                                                                    ATTACHMENT 6
                                                                         PAGE 14


5.12     BellSouth shall close all trouble reports with ITC/\DeltaCom, within 24
         hours of resolution of the trouble. ITC/\DeltaCom shall close all
         trouble reports with the End User. BellSouth's outside technicians
         shall clear troubles to the network interface and provide callback from
         the fault location to ITC/\DeltaCom.

5.13     BellSouth shall not undertake any work at an End User's request for
         which ITC/\DeltaCom would be charged without obtaining the prior
         approval of ITC/\DeltaCom. This includes authorizations by
         ITC/\DeltaCom if a dispatch is required to the customer premises as
         well as verification of actual work completed.

5.14     All Auto/Subscriber Line Tests ("ALT/SLT") tests performed on
         ITC/\DeltaCom customers that result in a failure shall be reported to
         ITC/\DeltaCom.

5.15     ITC/\DeltaCom shall coordinate dispatches to the customer premise. This
         includes redispatches for customer not-at-home.

5.16     BellSouth shall respond to ITC/\DeltaCom customer alarms consistent
         with how and when they respond to alarms for their own customers.
         BellSouth shall ensure that all applicable alarm systems that support
         ITC/\DeltaCom customers are operational and the supporting databases
         are accurate so that equipment that is in alarm will be promptly
         identified.

5.17     BellSouth will use best efforts to notify ITC/\DeltaCom, of any
         scheduled maintenance activity performed by BellSouth that may be
         service affecting to ITC/\DeltaCom local customers (i.e., cable throws,
         power tests, etc.).

5.18     The Parties agree to establish a special emergency escalation procedure
         for use in situations involving customer out-of-service situations.

5.19     In facility and power outage situations, BellSouth agrees to provide
         UNEs leased by ITC/\DeltaCom the same priority for maintenance and
         restoral as similar elements used by BellSouth for itself or its
         Affiliates.

5.20     BellSouth shall notify ITC/\DeltaCom at parity with its own retail
         units in the event any repair person is unable to be present for, or
         anticipates missing, a scheduled repair opportunity.
<PAGE>

                                                                    EXHIBIT A TO
                                                                    ATTACHMENT 6


                                    BELLSOUTH

                           DISASTER RECOVERY PLANNING

                                       FOR

                              --------------------

                                      CLECS

                              --------------------
<PAGE>

                                                                       EXHIBIT A
                                                                 OF ATTACHMENT 6
                                                                          PAGE 2


CONTENTS                                                                    PAGE

1.0  Purpose............................................................      3
2.0  Single Point of Contact............................................      3
3.0  Identifying the Problem............................................      3
         3.1  Site Control..............................................      4
         3.2  Environmental Concerns....................................      5
4.0  The Emergency Control Center (ECC).................................      6
5.0  Recovery
        5.1 CLEC Outage ................................................      7
        5.2 BellSouth Outage ...........................................      7
        5.3 Combined Outage (CLEC and BellSouth Equipment) .............     10
6.0 T1 Identification Procedures .......................................     10
7.0 Acronyms ...........................................................     11

                                       2
<PAGE>

                                                                       EXHIBIT A
                                                                 OF ATTACHMENT 6
                                                                          PAGE 3

1.0 PURPOSE

In the unlikely event of a disaster occurring that affects BellSouth's long-term
ability to deliver traffic to a Competitive Local Exchange Carrier (CLEC),
general procedures have been developed to hasten the recovery process.  Since
each location is different and could be affected by an assortment of potential
problems, a detailed recovery plan is impractical.  However, in the process of
reviewing recovery activities for specific locations, some basic procedures
emerge that appear to be common in most cases.

These general procedures should apply to any disaster that affects the delivery
of traffic for an extended time period.  Each CLEC will be given the same parity
consideration during an outage and service will be restored as quickly as
possible.

This document will cover the basic recovery procedures that would apply to every
CLEC.

2.0      SINGLE POINT OF CONTACT

When a problem is experienced, regardless of the severity, the BellSouth Network
Management Center (NMC) will observe traffic anomalies and begin monitoring the
situation. Controls will be appropriately applied to insure the sanity of
BellSouth's network; and, in the event that a switch or facility node is lost,
the NMC will attempt to circumvent the failure using available reroutes.

BellSouth's NMC will remain in control of the restoration efforts until the
problem has been identified as being a long-term outage. At that time, the NMC
will contact BellSouth's Emergency Control Center (ECC) and relinquish control
of the recovery efforts. Even though the ECC may take charge of the situation,
the NMC will continue to monitor the circumstances and restore traffic as soon
as damaged network elements are revitalized.

         THE TELEPHONE NUMBER FOR THE BELLSOUTH NETWORK MANAGEMENT CENTER IN
ATLANTA, AS PUBLISHED IN TELCORDIA'S NATIONAL NETWORK MANAGEMENT DIRECTORY, IS
404-321-2516. THE TELEPHONE NUMBER FOR ITC/\DeltaCom's Switch Control Center is
888-430-2722.

3.0      IDENTIFYING THE PROBLEM

During the early stages of problem detection, the NMC will be able to tell which
CLECs are affected by the catastrophe. Further analysis and/or first hand
observation will determine if the disaster has affected CLEC equipment only;
BellSouth equipment only or a combination. The initial restoration activity will
be largely determined by the equipment that is affected.

Once the nature of the disaster is determined and after verifying the cause of
the problem, the NMC will initiate reroutes and/or transfers that are jointly
agreed upon by the affected CLECs' Network Management Center and the BellSouth
NMC. The type and percentage of controls used will depend upon available network
capacity. Controls necessary to stabilize the situation will be invoked and the
NMC will attempt to re-establish as much traffic as possible.
<PAGE>

                                                                       EXHIBIT A
                                                                 OF ATTACHMENT 6
                                                                          PAGE 4


For long term outages, recovery efforts will be coordinated by the Emergency
Control Center (ECC). Traffic controls will continue to be applied by the NMC
until facilities are re-established. As equipment is made available for service,
the ECC will instruct the NMC to begin removing the controls and allow traffic
to resume.

3.1      SITE CONTROL

In the total loss of building use scenario, what likely exists will be a smoking
pile of rubble. This rubble will contain many components which could be
dangerous. It could also contain any personnel on the premises at the time of
the disaster. For these reasons, the local fire marshal with the assistance of
the police will control the site until the building is no longer a threat to
surrounding properties and the companies have secured the site from the general
public.

During this time, the majority owner of the building should be arranging for a
demolition contractor to mobilize to the site with the primary objective of
reaching the cable entrance facility for a damage assessment. The results of
this assessment would then dictate immediate plans for restoration, both short
term and permanent.

In a less catastrophic event, i.e., the building is still standing and the cable
entrance facility is usable, the situation is more complex. The site will
initially be controlled by local authorities until the threat to adjacent
property has diminished. Once the site is returned to the control of the
companies, the following events should occur.

An initial assessment of the main building infrastructure systems (mechanical,
electrical, fire & life safety, elevators, and others) will establish building
needs. Once these needs are determined, the majority owner should lead the
building restoration efforts. There may be situations where the site will not be
totally restored within the confines of the building. The companies must
individually determine their needs and jointly assess the cost of permanent
restoration to determine the overall plan of action.

Multiple restoration trailers from each company will result in the need for
designated space and installation order. This layout and control is required to
maximize the amount of restoration equipment that can be placed at the site, and
the priority of placements.

Care must be taken in this planning to insure other restoration efforts have
logistical access to the building. Major components of telephone and building
equipment will need to be removed and replaced. A priority for this equipment
must also be jointly established to facilitate overall site restoration.
(Example: If the AC switchgear has sustained damage, this would be of the
highest priority in order to regain power, lighting, and HVAC throughout the
building.)

If the site will not accommodate the required restoration equipment, the
companies would then need to quickly arrange with local authorities for street
closures, rights of way or other possible options available.
<PAGE>

                                                                       EXHIBIT A
                                                                 OF ATTACHMENT 6
                                                                          PAGE 5


3.2      ENVIRONMENTAL CONCERNS

In the worse case scenario, many environmental concerns must be addressed. Along
with the police and fire marshal, the state environmental protection department
will be on site to monitor the situation.

Items to be concerned with in a large central office building could include:

         1. Emergency engine fuel supply. Damage to the standby equipment and
         the fuel handling equipment could have created "spill" conditions that
         have to be handled within state and federal regulations.

         2. Asbestos containing materials that may be spread throughout the
         wreckage. Asbestos could be in many components of building, electrical,
         mechanical, outside plant distribution, and telephone systems.

         3. Lead and acid. These materials could be present in potentially large
         quantities depending upon the extent of damage to the power room.

         4. Mercury and other regulated compounds resident in telephone
         equipment.

         5. Other compounds produced by the fire or heat.

Once a total loss event occurs at a large site, local authorities will control
immediate clean up (water placed on the wreckage by the fire department) and
site access.

At some point, the companies will become involved with local authorities in the
overall planning associated with site clean up and restoration. Depending on the
clean up approach taken, delays in the restoration of several hours to several
days may occur.

In a less severe disaster, items listed above are more defined and can be
addressed individually depending on the damage.

In each case, the majority owner should coordinate building and environmental
restoration as well as maintain proper planning and site control.

4.0      THE EMERGENCY CONTROL CENTER (ECC)

The ECC is located in the Colonnade Building in Birmingham, Alabama. During an
emergency, the ECC staff will convene a group of pre-selected experts to
inventory the damage and initiate corrective actions. These experts have
regional access to BellSouth's personnel and equipment and will assume control
of the restoration activity anywhere in the nine state area.
<PAGE>

                                                                       EXHIBIT A
                                                                 OF ATTACHMENT 6
                                                                          PAGE 6


In the past, the ECC has been involve with restoration activities resulting from
hurricanes, ice storms and floods. They have demonstrated their capabilities
during these calamities as well as during outages caused by human error or
equipment failures. This group has an excellent record of restoring service as
quickly as possible.

During a major disaster, the ECC may move emergency equipment to the affected
location, direct recovery efforts of local personnel and coordinate service
restoration activities with the CLECs. The ECC will attempt to restore service
as quickly as possible using whatever means are available; leaving permanent
solutions, such as the replacement of damaged buildings or equipment, for local
personnel to administer.

Part of the ECC's responsibility, after temporary equipment is in place, is to
support the NMC efforts to return service to the CLECs. Once service has been
restored, the ECC will return control of the network to normal operational
organizations. Any long-term changes required after service is restored will be
made in an orderly fashion and will be conducted as normal activity.

5.0      RECOVERY PROCEDURES

The nature and severity of any disaster will influence the recovery procedures.
One crucial factor in determining how BellSouth will proceed with restoration is
whether or not BellSouth's equipment is incapacitated. Regardless of who's
equipment is out of service, BellSouth will move as quickly as possible to aid
with service recovery; however, the approach that will be taken may differ
depending upon the location of the problem.

5.1      CLEC OUTAGE

For a problem limited to one CLEC (or a building with multiple CLECs), BellSouth
has several options available for restoring service quickly. For those CLECs
that have agreements with other CLECs, BellSouth can immediately start directing
traffic to a provisional CLEC for completion. This alternative is dependent upon
BellSouth having concurrence from the affected CLECs.

Whether or not the affected CLECs have requested a traffic transfer to another
CLEC will not impact BellSouth's resolve to re-establish traffic to the original
destination as quickly as possible.

5.2      BELLSOUTH OUTAGE

Because BellSouth's equipment has varying degrees of impact on the service
provided to the CLECs, restoring service from damaged BellSouth equipment is
different. The outage will probably impact a number of Carriers simultaneously.
However, the ECC will be able to initiate immediate actions to correct the
problem.
<PAGE>

                                                                       EXHIBIT A
                                                                 OF ATTACHMENT 6
                                                                          PAGE 7


A disaster involving any of BellSouth's equipment locations could impact the
CLECs, some more than others. A disaster at a Central Office (CO) would only
impact the delivery of traffic to and from that one location, but the incident
could affect many Carriers. If the Central Office is a Serving Wire Center
(SWC), then traffic from the entire area to those Carriers served from that
switch would also be impacted. If the switch functions as an Access Tandem, or
there is a tandem in the building, traffic from every CO to every CLEC could be
interrupted. A disaster that destroys a facility hub could disrupt various
traffic flows, even though the switching equipment may be unaffected.

The NMC would be the first group to observe a problem involving BellSouth's
equipment. Shortly after a disaster, the NMC will begin applying controls and
finding reroutes for the completion of as much traffic as possible. These
reroutes may involve delivering traffic to alternate Carriers upon receiving
approval from affected carriers and notification of the CLECs involved. In some
cases, changes in translations will be required. If the outage is caused by the
destruction of equipment, then the ECC will assume control of the restoration.

5.2.1    LOSS OF A CENTRAL OFFICE

When BellSouth loses a Central Office, the ECC will

         a) place specialists and emergency equipment on notice;

         b) inventory the damage to determine what equipment and/or functions
         are lost;

         c) move containerized emergency equipment and facility equipment to the
         stricken area, if necessary;

         d) begin reconnecting service for Hospitals, Police and other emergency
         agency customers of CLECs and BellSouth in a nondiscriminatory manner
         in accordance with NSEP-TSP guidelines; and

         e) begin restoring service to CLECs and other customers.

5.2.2    LOSS OF A CENTRAL OFFICE WITH SERVING WIRE CENTER FUNCTIONS

The loss of a Central Office that also serves as a Serving Wire Center (SWC),
will be restored as described in section 5.2.1.

5.2.3    LOSS OF A CENTRAL OFFICE WITH TANDEM FUNCTIONS

When BellSouth loses a Central Office building that serves as an Access Tandem
and as a SWC, the ECC will

         a) place specialists and emergency equipment on notice;

         b) inventory the damage to determine what equipment and/or functions
         are lost;

         c) move containerized emergency equipment and facility equipment to the
         stricken area, if necessary;
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                                                                       EXHIBIT A
                                                                 OF ATTACHMENT 6
                                                                          PAGE 8


         d) begin reconnecting service for Hospitals, Police and other emergency
         agency customers of CLECs and BellSouth in a nondiscriminatory manner
         in accordance with NSEP-TSP guidelines; and

         e) redirect as much traffic as possible to the alternate access tandem
         (if available) for delivery to those CLECs utilizing a different
         location as a SWC;

         f) begin aggregating traffic to a location near the damaged building.
         From this location, begin re-establishing trunk groups to the CLECs for
         the delivery of traffic normally found on the direct trunk groups.
         (This aggregation point may be the alternate access tandem location or
         another CO on a primary facility route.)

         g) begin restoring service to CLECs and other customers.

5.2.4    LOSS OF A FACILITY HUB

In the event that BellSouth loses a facility hub, the recovery process is much
the same as above. Once the NMC has observed the problem and administered the
appropriate controls, the ECC will assume authority for the repairs. The
recovery effort will include

         a) placing specialists and emergency equipment on notice;

         b) inventorying the damage to determine what equipment and/or functions
         are lost;

         c) moving containerized emergency equipment to the stricken area, if
         necessary;

         d) reconnecting service for Hospitals, Police and other emergency
         agency customers of CLECs and BellSouth in a nondiscriminatory manner
         in accordance with NSEP-TSP guidelines; and

         e) restoring service to CLECs and other customers. If necessary,
         BellSouth will aggregate the traffic at another location and build
         temporary facilities. This alternative would be viable for a location
         that is destroyed and building repairs are required.

5.3      COMBINED OUTAGE (CLEC AND BELLSOUTH EQUIPMENT)

In some instances, a disaster may impact BellSouth's equipment as well as the
CLECs'. This situation will be handled in much the same way as described in
section 5.2.3. Since BellSouth and the CLECs will be utilizing temporary
equipment, close coordination will be required.

6.0      T1 IDENTIFICATION PROCEDURES
<PAGE>

                                                                       EXHIBIT A
                                                                 OF ATTACHMENT 6
                                                                          PAGE 9


During the restoration of service after a disaster, BellSouth may be forced to
aggregate traffic for delivery to an CLEC. During this process, T1 traffic may
be consolidated onto DS3s and may become unidentifiable to the Carrier. Because
resources will be limited, BellSouth may be forced to "package" this traffic
entirely differently then normally received by the CLECs. Therefore, a method
for identifying the T1 traffic on the DS3s and providing the information to the
Carriers is required.
<PAGE>

                                                                       EXHIBIT A
                                                                 OF ATTACHMENT 6
                                                                         PAGE 10


7.0 ACRONYMS

CO       -        Central Office (BellSouth)

DS3      -        Facility that carries 28 T1s (672 circuits)

ECC      -        Emergency Control Center (BellSouth)

CLEC     -        Competitive Local Exchange Carrier

NMC      -        Network Management Center

SWC      -        Serving Wire Center (BellSouth switch)

T1       -        Facility that carries 24 circuits
<PAGE>

                                                                    ATTACHMENT 7
                                                                          PAGE 1

                   BILLING AND BILLING ACCURACY CERTIFICATION


1.        PAYMENT AND BILLING ARRANGEMENTS

          1.1     BILLING. Currently, BellSouth provides billing through the
                  Carrier Access Billing System (CABS) and through the Customer
                  Records Information System (CRIS) depending on the particular
                  service(s) that ITC/\DeltaCom requests. BellSouth will bill
                  and record in accordance with this agreement those charges
                  ITC/\DeltaCom incurs as a result of ITC/\DeltaCom purchasing
                  from BellSouth Network Elements, Combinations, and Local
                  Services, as set forth in this agreement. BellSouth will
                  format all bills in CBOS Standard or CLUB/EDI format,
                  depending on the type of service ordered. BellSouth's bills to
                  ITC/\DeltaCom for unbundled network elements and resold
                  services purchased by ITC/\DeltaCom shall include the item,
                  quantity and price of such purchased services. For those
                  services where standards have not yet been developed,
                  BellSouth's billing format will change as necessary when
                  standards are finalized by the Ordering and Billing Forum
                  (OBF).

                  1.1.1  If ITC/\DeltaCom requests multiple billing media or
                         additional copies of bills BellSouth will provide these
                         at a reasonable cost.

          1.2     MASTER ACCOUNT. If ITC/\DeltaCom has not already done so,
                  after receiving certification as a local exchange company from
                  the appropriate regulatory agency, ITC/\DeltaCom will provide
                  the appropriate BellSouth service center the necessary
                  documentation to enable BellSouth to establish a master
                  account for resold services. Such documentation shall include
                  the Application for Master Account, proof of authority to
                  provide telecommunications services, an Operating Company
                  Number ("OCN") assigned by the National Exchange Carriers
                  Association ("NECA") and a tax exemption certificate, if
                  applicable. To the extent applicable, BellSouth shall maintain
                  an account under which ITC/\DeltaCom shall bill BellSouth for
                  services provided pursuant to this Agreement.

          1.3     PAYMENT RESPONSIBILITY. Payment of all charges will be the
                  responsibility of ITC/\DeltaCom or BellSouth as applicable.
                  ITC/\DeltaCom and BellSouth shall make payment to each other
                  for all services billed. Neither Party shall be responsible
                  for payments not received by the other Party's customers.
                  Neither Party shall become involved in billing disputes that
                  may arise between the other Party and its customers. Payments
                  made by either Party as payment on account shall be credited
                  to an accounts receivable master account and not to an end
                  user's account.

          1.4     PAYMENT DUE. The payment shall be due by the next bill date
                  (i.e., same date in the following month as the bill date)
                  ("Payment Due Date") and is
<PAGE>

                                                                    ATTACHMENT 7
                                                                          PAGE 2

                  payable in immediately available funds. Payment is considered
                  to have been made when received.

                  1.4.1  If the payment due date falls on a Sunday or on a
                         Holiday which is observed on a Monday, the payment due
                         date shall be the first non-Holiday day following such
                         Sunday or Holiday. If the payment due date falls on a
                         Saturday or on a Holiday which is observed on Tuesday,
                         Wednesday, Thursday, or Friday, the payment due date
                         shall be the last non-Holiday day preceding such
                         Saturday or Holiday. If payment is not received by the
                         payment due date, a late payment penalty, as set forth
                         in Section 1.7, below, shall apply.

          1.5     TAX EXEMPTION. Upon proof of tax exempt certification, the
                  total amount billed shall not include any taxes due from the
                  end user. The Retail Service provider shall be solely
                  responsible for the computation, tracking, reporting and
                  payment of all federal, state and/or local jurisdiction taxes
                  associated with the services resold to the end user.

          1.6     MISCELLANEOUS. As the customer of record for resold services,
                  ITC/\DeltaCom shall be responsible for, and remit to
                  BellSouth, all charges applicable to its resold services for
                  emergency services (E911 and 911) and Telecommunications Relay
                  Service (TRS) as well as any other charges of a similar
                  nature.

          1.7     LATE PAYMENT. If any portion of the payment is received by the
                  billing party after the payment due date as set forth
                  preceding, or if any portion of the payment is received in
                  funds that are not immediately available to the billing party,
                  then a late payment penalty shall be due to the billing party.
                  The late payment penalty shall be the portion of the payment
                  not received by the payment due date times a late factor. The
                  late factor shall be as set forth in Section A2 of BellSouth's
                  General Subscriber Service Tariff, Section B2 of BellSouth's
                  Private Line Service Tariff or Section E2 of the Intrastate
                  Access Tariff or the applicable ITC/\DeltaCom tariff as
                  appropriate.

          1.8     ACCESS CHARGES FOR RESOLD SERVICES. Any switched access
                  charges associated with interexchange carrier access to the
                  resold local exchange lines will be billed by, and due to,
                  BellSouth. No additional charges are to be assessed to
                  ITC/\DeltaCom.

          1.9     END USER COMMON LINE CHARGE FOR RESOLD SERVICES. Pursuant to
                  47 CFR Section 51.617, BellSouth will bill ITC/\DeltaCom end
                  user common line charges identical to the end user common line
                  charges BellSouth bills its end users.
<PAGE>

                                                                    ATTACHMENT 7
                                                                          PAGE 3

          1.10    DISCONTINUING SERVICE. The procedures for discontinuing
                  service to ITC/\DeltaCom or BellSouth are as follows:

                  1.10.1 Each party reserves the right to suspend or terminate
                         service for nonpayment in accordance with applicable
                         state and federal regulations.

                  1.10.2 If payment of account is not received by the bill day
                         in the month after the original bill day, the billing
                         Party may provide written notice to the other Party
                         that additional applications for service will be
                         refused and that any pending orders for service will
                         not be completed if payment is not received by the
                         fifteenth day following the date of the notice. In
                         addition the billing party may, at the same time, give
                         thirty days notice to the person designated by the
                         other party to receive notices of noncompliance, to
                         discontinue the provision of existing services at any
                         time thereafter.

                  1.10.3 In the case of such discontinuance, all billed charges,
                         as well as applicable termination charges, shall become
                         due.

                  1.10.4 If the billing party does not discontinue the provision
                         of the services involved on the date specified in the
                         thirty days notice and the other Party's noncompliance
                         continues, nothing contained herein shall preclude the
                         billing party's right to discontinue the provision of
                         the services without further notice.

                  1.10.5 If payment is not received or satisfactory arrangements
                         made for payment by the date given in the written
                         notification, the billed party's services may be
                         discontinued. Upon discontinuance of service on the
                         billed party's account, service to the billed party's
                         end users will be denied. The billing party will
                         reestablish service at the request of the end user or
                         the other Party upon payment of the appropriate
                         connection fee and subject to the billing party's 's
                         normal application procedures. The billed party is
                         solely responsible for notifying the end user of the
                         proposed service disconnection.

                  1.10.6 If within fifteen days after an end user's service has
                         been denied no contact has been made in reference to
                         restoring service, the end user's service shall be
                         disconnected.

          1.11    DEPOSIT POLICY. Either Party may be required to provide
                  information regarding credit worthiness. If either Party
                  repeatedly fails to pay undisputed billed charges by the
                  Payment due date or its financial condition deteriorates
                  materially, such party may be required to provide information
                  regarding credit worthiness. Based on the results of the
                  credit
<PAGE>

                                                                    ATTACHMENT 7
                                                                          PAGE 4

                  analysis, the Party providing services reserves the right to
                  secure the account with a suitable form of security deposit.
                  Such security deposit may take the form of an irrevocable
                  Letter of Credit or in its sole discretion some other form of
                  security acceptable to the Party providing service. Any such
                  security deposit shall in no way release the customer from its
                  obligation to make complete and timely payments of its bill.
                  Such security may be required prior to the inauguration of
                  service. If, in the sole opinion of the Party providing
                  service, circumstances so warrant and/or gross monthly billing
                  has increased beyond the level initially used to determine the
                  level of security, the Party providing service reserves the
                  right to request additional security. Interest on a security
                  deposit shall accrue and be refunded in accordance with the
                  terms in the appropriate tariff of the Party providing
                  service.

2.        BILLING AND BILLING ACCURACY CERTIFICATION

          2.1     At the option of ITC/\DeltaCom, BellSouth and ITC/\DeltaCom
                  shall mutually agree upon a billing quality assurance program
                  for all billing elements covered in this Agreement that shall
                  eliminate the need for post-billing reconciliation.
                  Appropriate terms for access to any BellSouth documents,
                  systems, records, and procedures for the recording and billing
                  of charges shall be part of that program.

          2.2     As part of the billing quality assurance program, BellSouth
                  and ITC/\DeltaCom will develop standards, measurements, and
                  performance requirements for a local billing measurements
                  process. On a regular basis the billing party will provide the
                  other party with mutually agreed upon performance measurement
                  data that substantiates the accuracy, reliability, and
                  integrity of the billing process for local billing. In return,
                  each party shall pay all bills received from the other party
                  in full by the payment due date.

          2.3     Local billing discrepancies will be addressed in an orderly
                  manner via a mutually agreed upon billing exemption process.

                  2.3.1  Each party agrees to notify the other Party upon
                         identifying a billing discrepancy. The Parties shall
                         endeavor to resolve any billing discrepancy within
                         sixty (60) calendar days of the notification date. A
                         mutually agreed upon escalation process shall be
                         established for resolving local billing discrepancies
                         as part of the billing quality assurance program.

                  2.3.2  Closure of a specific billing period shall occur by
                         joint agreement of the Parties whereby the Parties
                         agree that such billing period is closed to any further
                         analysis and financial transactions except those
                         resulting from regulatory mandates. Closure will take
                         place
<PAGE>

                                                                    ATTACHMENT 7
                                                                          PAGE 5

                         within a mutually agreed upon time interval from the
                         Bill Date. The month being closed represents those
                         charges that were billed or should have been billed by
                         the designated Bill Date.

3.        BILLING DISPUTES

          3.1     Where the parties have not agreed upon a billing quality
                  assurance program, billing disputes shall be handled pursuant
                  to the terms of this section. Provided, that nothing herein
                  shall preclude either party from filing complaints, at any
                  time, in accordance with the dispute resolution provisions
                  included in the General Terms and Conditions to the Agreement.

          3.2     Each Party agrees to notify the other Party upon the discovery
                  of a billing dispute. In the event of a billing dispute, the
                  Parties will endeavor to resolve the dispute within sixty (60)
                  calendar days of the Bill Date on which such disputed charges
                  appear. Resolution of the dispute is expected to occur at the
                  first level of management resulting in a recommendation for
                  settlement of the dispute and closure of a specific billing
                  period. If the issues are not resolved within the allotted
                  time frame, the following resolution procedure will begin.

          3.3     If the dispute is not resolved within sixty (60) days of the
                  Bill Date, the dispute will be escalated to the second level
                  of management for each of the respective Parties for
                  resolution. If the dispute is not resolved within ninety (90)
                  days of the Bill Date, the dispute will be escalated to the
                  third level of management for each of the respective Parties
                  for resolution.

                  If the dispute is not resolved within one hundred and twenty
                  (120) days of the Bill Date, the dispute will be escalated to
                  the fourth level of management for each of the respective
                  Parties for resolution.

          3.4     If a Party disputes a charge and does not pay such charge by
                  the payment due date, such charges shall be subject to late
                  payment charges as set forth in the Late Payment Charges
                  provision of this Attachment. If a Party disputes charges and
                  the dispute is resolved in favor of such Party, the other
                  Party shall credit the bill of the disputing Party for the
                  amount of the disputed charges along with any late payment
                  charges assessed no later than the second Bill Date after the
                  resolution of the dispute. Accordingly, if a Party disputes
                  charges and the dispute is resolved in favor of the other
                  Party, the disputing Party shall pay the other Party the
                  amount of the disputed charges and any associated late payment
                  charges assessed no later than the second bill payment due
                  date after the resolution of the dispute. In no event,
                  however, shall any late payment charges be assessed on any
                  previously assessed late payment charges.
<PAGE>

                                                                    ATTACHMENT 7
                                                                          PAGE 6
4.       RAO HOSTING

          4.1     RAO Hosting, Credit Card and Third Number Settlement System
                  (CATS) and Non-Intercompany Settlement System (NICS) services
                  provided to ITC/\DeltaCom by BellSouth will be in accordance
                  with the methods and practices regularly adopted and applied
                  by BellSouth to its own operations during the term of this
                  Agreement, including such revisions as may be made from time
                  to time by BellSouth.

          4.2     ITC/\DeltaCom shall furnish all relevant information required
                  by BellSouth for the provision of RAO Hosting, CATS and NICS.

          4.3     Applicable compensation amounts will be billed by BellSouth to
                  ITC/\DeltaCom on a monthly basis in arrears. Amounts due from
                  one Party to the other (excluding adjustments) are payable
                  within thirty (30) days of receipt of the billing statement.

          4.4     ITC/\DeltaCom must have its own unique RAO code. Requests for
                  establishment of RAO status where BellSouth is the selected
                  CMDS interfacing host, require written notification from
                  ITC/\DeltaCom to the BellSouth RAO Hosting coordinator at
                  least eight (8) weeks prior to the proposed effective date.
                  The proposed effective date will be mutually agreed upon
                  between the Parties with consideration given to time necessary
                  for the completion of required BellCore functions. BellSouth
                  will request the assignment of an RAO code from its connecting
                  contractor on behalf of ITC/\DeltaCom and will coordinate all
                  associated conversion activities.

          4.5     BellSouth will receive messages from ITC/\DeltaCom that are to
                  be processed by BellSouth, another LEC or CLEC in the
                  BellSouth region or a LEC outside the BellSouth region.

          4.6     BellSouth will perform invoice sequence checking, standard EMI
                  format editing, and balancing of message data with the EMI
                  trailer record counts on all data received from ITC/\DeltaCom.

          4.7     All data received from ITC/\DeltaCom that is to be processed
                  or billed by another LEC or CLEC within the BellSouth region
                  will be distributed to that LEC or CLEC in accordance with the
                  agreement(s) which may be in effect between BellSouth and the
                  involved LEC or CLEC.

          4.8     All data received from ITC/\DeltaCom that is to be placed on
                  the CMDS network for distribution outside the BellSouth region
                  will be handled in accordance with the agreement(s) which may
                  be in effect between BellSouth and its connecting contractor.
<PAGE>

                                                                    ATTACHMENT 7
                                                                          PAGE 7

          4.9     BellSouth will receive messages from the CMDS network that are
                  destined to be processed by ITC/\DeltaCom and will forward
                  them to ITC/\DeltaCom on a daily basis.

          4.10    Transmission of message data between BellSouth and
                  ITC/\DeltaCom will be VIA CONNECT:DIRECT.

          4.11    All messages and related data exchanged between BellSouth and
                  ITC/\DeltaCom will be formatted in accordance with accepted
                  industry standards for EMI formatted records and packed
                  between appropriate EMI header and trailer records, also in
                  accordance with accepted industry standards.

          4.12    ITC/\DeltaCom will ensure that the recorded message detail
                  necessary to recreate files provided to BellSouth will be
                  maintained for back-up purposes for a period of three (3)
                  calendar months beyond the related message dates.

          4.13    Should it become necessary for ITC/\DeltaCom to send data to
                  BellSouth more than sixty (60) days past the message date(s),
                  ITC/\DeltaCom will notify BellSouth in advance of the
                  transmission of the data. If there will be impacts outside the
                  BellSouth region, BellSouth will work with its connecting
                  contractor and ITC/\DeltaCom to notify all affected Parties.

          4.14    In the event that data to be exchanged between the two Parties
                  should become lost or destroyed, both Parties shall work
                  together to determine the source of the problem. Once the
                  cause of the problem has been jointly determined and the
                  responsible Party (BellSouth or ITC/\DeltaCom) identified and
                  agreed to, the company responsible for creating the data
                  (BellSouth or ITC/\DeltaCom) shall make every effort to have
                  the affected data restored and retransmitted. If the data
                  cannot be retrieved, the responsible Party will be liable to
                  the other Party for any resulting lost revenue. Lost revenue
                  may be a combination of revenues that could not be billed to
                  the end users and associated access revenues. Both Parties
                  will work together to estimate the revenue amount based upon a
                  reasonable estimate of three to twelve months of prior usage.
                  The resulting estimated revenue loss will be paid by the
                  responsible Party to the other Party within three (3) calendar
                  months of the date of problem resolution, or as mutually
                  agreed upon by the Parties. If access usage data is not
                  processed and delivered by either Party in a timely manner
                  such that the other Party is unable to bill the IXC, the
                  responsible Party shall be liable for the amount of lost
                  revenue. The Parties agree that the term "timely manner" as
                  used herein shall be defined in accordance with OBF
                  guidelines. Until such time as OBF addresses this issue, the
                  term "timely manner" shall be reasonably determined on a case
                  by case basis.
<PAGE>

                                                                    ATTACHMENT 7
                                                                          PAGE 8

          4.15    Should an error be detected by the EMI format edits performed
                  by BellSouth on data received from ITC/\DeltaCom, the entire
                  pack containing the affected data will not be processed by
                  BellSouth. BellSouth will notify ITC/\DeltaCom of the error
                  condition. ITC/\DeltaCom will correct the error(s) and will
                  resend the entire pack to BellSouth for processing. In the
                  event that an out-of-sequence condition occurs on subsequent
                  packs, ITC/\DeltaCom will resend these packs to BellSouth
                  after the pack containing the error has been successfully
                  reprocessed by BellSouth. Both Parties agree to provide the
                  other Party notification of any discovered errors within 7
                  business days of the discovery.

          4.16    In association with message distribution service, BellSouth
                  will provide ITC/\DeltaCom with associated intercompany
                  settlements reports (CATS and NICS) as appropriate.

          4.17    Other than as specified in Section 4.14 and 4.15 above, in no
                  case shall either Party be liable to the other for any direct
                  or consequential damages incurred as a result of the
                  obligations set out in this agreement.

          4.18    RAO COMPENSATION

                  4.18.1 Rates for message distribution service provided by
                         BellSouth for ITC/\DeltaCom are as set forth in
                         Attachment 11 of this Agreement.

                  4.18.2 Rates for data transmission associated with message
                         distribution service are as set forth in Attachment 11
                         of this Agreement.

                  4.18.3 Data circuits (private line or dial-up) will be
                         required between BellSouth and ITC/\DeltaCom for the
                         purpose of data transmission. Where a dedicated line is
                         required, ITC/\DeltaCom will be responsible for
                         ordering the circuit, overseeing its installation and
                         coordinating the installation with BellSouth.
                         ITC/\DeltaCom will also be responsible for any charges
                         associated with this line. Equipment required on the
                         BellSouth end to attach the line to the mainframe
                         computer and to transmit successfully ongoing will be
                         negotiated on a case by case basis. Where a dial-up
                         facility is required, dial circuits will be installed
                         in the BellSouth data center by BellSouth and the
                         associated charges assessed to ITC/\DeltaCom.
                         Additionally, all message toll charges associated with
                         the use of the dial circuit by ITC/\DeltaCom will be
                         the responsibility of ITC/\DeltaCom. Associated
                         equipment on the BellSouth end, including a modem, will
                         be negotiated on a case by case basis between the
                         Parties.
<PAGE>

                                                                    ATTACHMENT 7
                                                                          PAGE 9

                  4.18.4 All equipment, including modems and software, that is
                         required on the ITC/\DeltaCom end for the purpose of
                         data transmission will be the responsibility of
                         ITC/\DeltaCom.

          4.19    INTERCOMPANY SETTLEMENTS MESSAGES

                  4.19.1 This Section addresses the settlement of revenues
                         associated with traffic originated from or billed by
                         ITC/\DeltaCom as a facilities based provider of local
                         exchange telecommunications services outside the
                         BellSouth region. Only traffic that originates in one
                         company's operating territory and bills in another
                         company's operating territory is included. Traffic that
                         originates and bills within the same company's
                         operating territory will be settled on a local basis
                         between ITC/\DeltaCom and the involved company(ies),
                         unless that company is participating in NICS.

                  4.19.2 Both traffic that originates outside the BellSouth
                         region by ITC/\DeltaCom and is billed within the
                         BellSouth region, and traffic that originates within
                         the BellSouth region and is billed outside the
                         BellSouth region by ITC/\DeltaCom, is covered by this
                         Agreement (CATS). Also covered is traffic that either
                         is originated by or billed by ITC/\DeltaCom, involves a
                         company other than ITC/\DeltaCom, qualifies for
                         inclusion in the CATS settlement, and is not originated
                         or billed within the BellSouth region (NICS).

                  4.19.3 Revenues associated with calls originated and billed
                         within the BellSouth region will be settled via
                         BellCore's, its successor or assign, NICS system.

                  4.19.4 BellSouth shall receive the monthly NICS reports from
                         BellCore, its successor or assign, on behalf of
                         ITC/\DeltaCom. BellSouth will distribute copies of
                         these reports to ITC/\DeltaCom on a monthly basis.

                  4.19.5 BellSouth shall receive the monthly Credit Card and
                         Third Number Settlement System (CATS) reports from
                         BellCore, its successor or assign, on behalf of
                         ITC/\DeltaCom. BellSouth will distribute copies of
                         these reports to ITC/\DeltaCom on a monthly basis.

                  4.19.6 BellSouth shall collect the revenue earned by
                         ITC/\DeltaCom from the operating company in whose
                         territory the messages are billed (CATS), less a per
                         message billing and collection fee of five cents
                         ($0.05), on behalf of ITC/\DeltaCom. BellSouth will
                         remit the revenue billed by ITC/\DeltaCom to the
                         operating company in
<PAGE>

                                                                    ATTACHMENT 7
                                                                         PAGE 10

                         whose territory the messages originated, less a per
                         message billing and collection fee of five cents
                         ($0.05), on behalf of ITC/\DeltaCom. These two amounts
                         will be netted together by BellSouth and the resulting
                         charge or credit issued to ITC/\DeltaCom via a monthly
                         Carrier Access Billing System (CABS) miscellaneous
                         bill.

                  4.19.7 BellSouth shall collect the revenue earned by
                         ITC/\DeltaCom within the BellSouth territory from
                         another CLEC also within the BellSouth territory (NICS)
                         where the messages are billed, less a per message
                         billing and collection fee of five cents ($0.05), on
                         behalf of ITC/\DeltaCom. BellSouth will remit the
                         revenue billed by ITC/\DeltaCom within the BellSouth
                         region to the CLEC also within the BellSouth region,
                         where the messages originated, less a per message
                         billing and collection fee of five cents ($0.05). These
                         two amounts will be netted together by BellSouth and
                         the resulting charge or credit issued to ITC/\DeltaCom
                         via a monthly Carrier Access Billing System (CABS)
                         miscellaneous bill.

                         BellSouth and ITC/\DeltaCom agree that monthly netted
                         amounts of less than fifty dollars ($50.00) shall not
                         be settled.

5.        OPTIONAL DAILY USAGE FILE

          5.1     Upon written request from ITC/\DeltaCom, BellSouth shall
                  provide the Optional Daily Usage File (ODUF) service to
                  ITC/\DeltaCom pursuant to the terms and conditions set forth
                  in this section.

          5.2     ITC/\DeltaCom shall furnish all relevant information required
                  by BellSouth for the provision of the Optional Daily Usage
                  File.

          5.3     The Optional Daily Usage Feed will contain billable messages
                  that were carried over the BellSouth Network and processed in
                  the BellSouth Billing System, but billed to an ITC/\DeltaCom
                  customer.

                  Charges for delivery of the Optional Daily Usage File will
                  appear on ITC/\DeltaCom's monthly bills. The charges are as
                  set forth in Attachment 11 of this Agreement.

          5.4     The Optional Daily Usage Feed will contain both rated and
                  unrated messages. All messages will be in the standard
                  Alliance for Telecommunications Industry Solutions (ATIS) EMI
                  record format.

          5.5     Messages that error in the billing system of ITC/\DeltaCom
                  will be the responsibility of ITC/\DeltaCom. If, however,
                  ITC/\DeltaCom should encounter significant volumes of errored
                  messages that prevent
<PAGE>

                                                                    ATTACHMENT 7
                                                                         PAGE 11

                  processing by ITC/\DeltaCom within its systems, BellSouth will
                  work with ITC/\DeltaCom to determine the source of the errors
                  and the appropriate resolution.

          5.6     The following specifications shall apply to the Optional Daily
                  Usage Feed.

                  5.6.1   Usage To Be Transmitted

                  5.6.1.1 The following messages recorded by BellSouth will be
                          transmitted to ITC/\DeltaCom:

                          - message recording for per use/per activation type
                            services (examples: Three Way Calling, Verify,
                            Interrupt, Call Return, ETC.)

                          - measured billable Local

                          - Directory Assistance messages

                          - intraLATA Toll

                          - WATS & 800 Service

                          - N11

                          - information service provider messages

                          - OPS services messages

                          - OPS messages - attempted calls (UNE only)

                          - Credit /cancel records

                  - Usage for Voice Mail

                  5.6.1.2 Rated Incollects (originated in BellSouth and from
                          other companies) can also be on Optional Daily Usage
                          File. Rated Incollects will be intermingled with
                          BellSouth recorded rated and unrated usage. Rated
                          Incollects will not be packed separately.

                  5.6.1.3 BellSouth will perform duplicate record checks on
                          records processed to Optional Daily Usage File. Any
                          duplicate messages detected will be deleted and not
                          sent to ITC/\DeltaCom.
<PAGE>

                                                                    ATTACHMENT 7
                                                                         PAGE 12

                  5.6.1.4 In the event that ITC/\DeltaCom detects a duplicate on
                          Optional Daily Usage File they receive from BellSouth,
                          ITC/\DeltaCom will drop the duplicate message
                          (ITC/\DeltaCom will not return the duplicate to
                          BellSouth).

          5.6.2   Physical File Characteristics

                  5.6.2.1 The Optional Daily Usage File will be distributed to
                          ITC/\DeltaCom via an agreed medium with CONNECT:Direct
                          being the preferred transport method. The Daily Usage
                          Feed will be a variable block format (2476) with an
                          LRECL of 2472. The data on the Daily Usage Feed will
                          be in a non-compacted EMI format (175 byte format plus
                          modules). It will be created on a daily basis (Monday
                          through Friday except holidays). Details such as
                          dataset name and delivery schedule will be addressed
                          during negotiations of the distribution medium. There
                          will be a maximum of one dataset per workday per OCN.

                  5.6.2.2 Data circuits (private line or dial-up) may be
                          required between BellSouth and ITC/\DeltaCom for the
                          purpose of data transmission. Where a dedicated line
                          is required, ITC/\DeltaCom will be responsible for
                          ordering the circuit, overseeing its installation and
                          coordinating the installation with BellSouth.
                          ITC/\DeltaCom will also be responsible for any charges
                          associated with this line. Equipment required on the
                          BellSouth end to attach the line to the mainframe
                          computer and to transmit successfully ongoing will be
                          negotiated on a case by case basis. Where a dial-up
                          facility is required, dial circuits will be installed
                          in the BellSouth data center by BellSouth and the
                          associated charges assessed to ITC/\DeltaCom.
                          Additionally, all message toll charges associated with
                          the use of the dial circuit by ITC/\DeltaCom will be
                          the responsibility of ITC/\DeltaCom. Associated
                          equipment on the BellSouth end, including a modem,
                          will be negotiated on a case by case basis between the
                          parties. All equipment, including modems and software,
                          that is required on the ITC/\DeltaCom end for the
                          purpose of data transmission will be the
                          responsibility of ITC/\DeltaCom.

          5.6.3   Packing Specifications

                  5.6.3.1 A pack will contain a minimum of one message record or
                          a maximum of 99,999 message records plus a pack header
<PAGE>

                                                                    ATTACHMENT 7
                                                                         PAGE 13

                          record and a pack trailer record. One transmission can
                          contain a maximum of 99 packs and a minimum of one
                          pack.

                  5.6.3.2 The OCN, From RAO, and Invoice Number will control the
                          invoice sequencing. The From RAO will be used to
                          identify to ITC/\DeltaCom which BellSouth RAO that is
                          sending the message. BellSouth and ITC/\DeltaCom will
                          use the invoice sequencing to control data exchange.
                          BellSouth will be notified of sequence failures
                          identified by ITC/\DeltaCom and resend the data as
                          appropriate.

                          The data will be packed using ATIS EMI records.

          5.6.4   Pack Rejection

                  5.6.4.1 ITC/\DeltaCom shall notify BellSouth within one
                          business day of rejected packs (via the mutually
                          agreed medium). Packs could be rejected because of
                          pack sequencing discrepancies or a critical edit
                          failure on the Pack Header or Pack Trailer records
                          (i.e. out-of-balance condition on grand totals,
                          invalid data populated). Standard ATIS EMI Error Codes
                          will be used. ITC/\DeltaCom will not be required to
                          return the actual rejected data to BellSouth. Rejected
                          packs will be corrected and retransmitted to
                          ITC/\DeltaCom by BellSouth.

          5.6.5   Control Data

                  ITC/\DeltaCom will send one confirmation record per pack that
                  is received from BellSouth. This confirmation record will
                  indicate ITC/\DeltaCom received the pack and the acceptance or
                  rejection of the pack. Pack Status Code(s) will be populated
                  using standard ATIS EMI error codes for packs that were
                  rejected by ITC/\DeltaCom for reasons stated in the above
                  section.

          5.6.6   Testing

                  5.6.6.1 Upon request from ITC/\DeltaCom BellSouth shall send
                         test files to ITC/\DeltaCom for the Optional Daily
                         Usage File. The parties agree to review and discuss the
                         file's content and/or format. For testing of usage
                         results, BellSouth shall request that ITC/\DeltaCom set
                         up a production (LIVE) file. The live test may consist
                         of ITC/\DeltaCom's employees making test calls for the
                         types of services ITC/\DeltaCom requests on the
                         Optional Daily Usage File. These test calls
<PAGE>

                                                                    ATTACHMENT 7
                                                                         PAGE 14

                         are logged by ITC/\DeltaCom, and the logs are provided
                         to BellSouth. These logs will be used to verify the
                         files. Testing will be completed within 30 calendar
                         days from the date on which the initial test file was
                         sent.

6.        ACCESS DAILY USAGE FILE

          6.1.    SCOPE OF AGREEMENT

                  6.1.1  This agreement shall apply to the service of the Access
                         Daily Usage File (ADUF) as provided by BellSouth to
                         ITC/\DeltaCom upon written request from ITC/\DeltaCom.
                         The specifications, terms and conditions for the
                         provisions of this service are outlined in Exhibit A of
                         this Agreement.

          6.2.    DEFINITIONS

                  6.2.1  COMPENSATION is the amount of money due from
                         ITC/\DeltaCom to BellSouth for services provided under
                         this Agreement.

                  6.2.2  ACCESS DAILY USAGE FILE (ADUF) is the compilation of
                         interstate access messages associated with an unbundled
                         port in standard Exchange Message Interface (EMI)
                         format exchanged from BellSouth to ITC/\DeltaCom.

                  6.2.3  EXCHANGE MESSAGE INTERFACE is the nationally
                         administered standard format for the exchange of data
                         within the telecommunications industry.

                  6.2.4  MESSAGE DISTRIBUTION is routing determination and
                         subsequent delivery of message data from one company to
                         another.

          6.3.    RESPONSIBILITIES OF THE PARTIES

                  6.3.1  ADUF service provided to ITC/\DeltaCom by BellSouth
                         will be in accordance with the methods and practices
                         regularly adopted and applied by BellSouth to its own
                         operations during the term of this agreement, including
                         such revisions as may be made from time to time by
                         BellSouth.

                  6.3.2  ITC/\DeltaCom shall furnish in a timely manner all
                         relevant information required by BellSouth for the
                         provision of the ADUF.

         6.4.     COMPENSATION ARRANGEMENTS
<PAGE>

                                                                    ATTACHMENT 7
                                                                         PAGE 15

                  6.4.1  Applicable compensation amounts will be billed by
                         BellSouth to ITC/\DeltaCom on a monthly basis in
                         arrears. Amounts due from ITC/\DeltaCom to BellSouth
                         (excluding adjustments) are payable within 30 days of
                         the date of the billing statement. Rates for ADUF are
                         as set forth in Exhibit A.


          6.5.    ASSOCIATED EXHIBIT

                  6.5.1   Listed below is the exhibit associated with this
                          Agreement, incorporated herein by this reference.

                  Exhibit A   Access Daily Usage File (ADUF)

                  6.5.2   From time to time by written agreement of the parties,
                          new exhibits may be substituted for the attached
                          Exhibit A, superseding and canceling the Exhibit(s)
                          then in effect.
<PAGE>

                                                                    ATTACHMENT 7
                                                                         PAGE 16

                        EXHIBIT A ACCESS DAILY USAGE FILE


1.        SCOPE OF EXHIBIT

          1.1     Upon request from ITC/\DeltaCom, BellSouth will provide the
                  Access Daily Usage File service to ITC/\DeltaCom pursuant to
                  the rates, terms and conditions set forth in this exhibit.

2.        GENERAL INFORMATION

          2.1     ITC/\DeltaCom shall furnish the following information required
                  by BellSouth for the provision of the Access Daily Usage File:
                  (1) ITC/\DeltaCom's preference for either transmitted files or
                  magnetic tapes, (2) ITC/\DeltaCom's transmission sites, (3)
                  the data set names to be used, (4) the software to be executed
                  on receipt of the files, and (5) other LAN-to-LAN connectivity
                  information.

          2.2     The Access Daily Usage File will contain access records
                  associated with an unbundled port that ITC/\DeltaCom has
                  purchased from BellSouth. Charges for the Access Daily Usage
                  File will be as follows:

                  $0.004 per message - Message Distribution/$0.001 per message -
                  Data Transmission (CONNECT:Direct)/$54.95 per magnetic tape

                  Charges for delivery of the Access Daily Usage Feed will
                  appear on ITC/\DeltaCom's monthly bills.

          2.3     All messages provided with the Access Daily Usage File will be
                  in the standard Bellcore EMI record format.

          2.4     Messages that error in the billing system of ITC/\DeltaCom
                  will be the responsibility of ITC/\DeltaCom. If, however,
                  ITC/\DeltaCom should encounter significant volumes of errored
                  messages that prevent processing by ITC/\DeltaCom within its
                  systems, BellSouth will work with ITC/\DeltaCom to determine
                  the source of the errors and the appropriate resolution.

3.        USAGE TO BE TRANSMITTED

          3.1     The following messages recorded by BellSouth will be
                  transmitted to ITC/\DeltaCom:

                         -  Interstate access records associated with an
                            unbundled port
<PAGE>

                                                                    ATTACHMENT 7
                                                                         PAGE 17

                         -  Intrastate access records associated with an
                            unbundled port

                         -  Undetermined jurisdiction access records associated
                            with an unbundled port

          3.2     When ITC/\DeltaCom purchases Network Element ports from
                  BellSouth and calls are made using these ports, BellSouth will
                  handle the calls as follows:

                  Originating from Network Element and carried by Interexchange
                  Carrier:

                         BellSouth will bill network element to CLEC and send
                         access record to the CLEC via ADUF

                  Originating from network element and carried by BellSouth
                  (ITC/\DeltaCom is BellSouth's toll customer):

                         BellSouth will bill resale toll rates to ITC/\DeltaCom
                         and send toll record for the end user toll billing
                         purposes via ODUF (Optional Daily Usage File). Access
                         record will be sent to ITC/\DeltaCom via ADUF.

                  Terminating on network element and carried by Interexchange
                  Carrier:

                         BellSouth will bill network element to ITC/\DeltaCom
                         and send access record to ITC/\DeltaCom.

                  Terminating on network element and carried by BellSouth:

                  BellSouth will bill network element to ITC/\DeltaCom and send
                  access record to ITC/\DeltaCom.

          3.3     BellSouth will perform duplicate record checks on records
                  processed to the Access Daily Usage File. Any duplicate
                  messages detected will be dropped and not sent to
                  ITC/\DeltaCom.

          3.4     In the event that ITC/\DeltaCom detects a duplicate on the
                  Access Daily Usage File they receive from BellSouth,
                  ITC/\DeltaCom will drop the duplicate message (ITC/\DeltaCom
                  shall not return the duplicate to BellSouth).
<PAGE>

                                                                    ATTACHMENT 7
                                                                         PAGE 18

4.        FILE CHARACTERISTICS AND TRANSMISSION METHOD

          4.1     The Access Daily Usage Feed will be distributed to
                  ITC/\DeltaCom via an agreed upon medium with CONNECT:Direct
                  being the preferred transport method. The Access Daily Usage
                  Feed will be a fixed block format (2476) with an LRECL of
                  2472. The data on the Access Daily Usage Feed will be in a
                  non-compacted EMI format (210 byte format plus modules). It
                  will be created on a daily basis (Monday through Friday except
                  holidays). Details such as dataset name and delivery schedule
                  will be addressed during negotiations of the distribution
                  medium. There will be one dataset per workday per OCN.

          4.2     Data circuits (private line or dial-up) may be required
                  between BellSouth and ITC/\DeltaCom for the purpose of data
                  transmission. Where a dedicated line is required,
                  ITC/\DeltaCom will be responsible for ordering the circuit,
                  overseeing its installation and coordinating the installation
                  with BellSouth. ITC/\DeltaCom will also be responsible for any
                  charges associated with this line. Equipment required on the
                  BellSouth end to attach the line to the mainframe computer and
                  to transmit successfully ongoing will be negotiated on a case
                  by case basis. Where a dial-up facility is required, dial
                  circuits will be installed in the BellSouth data center by
                  BellSouth and the associated charges assessed to
                  ITC/\DeltaCom. Additionally, all message toll charges
                  associated with the use of the dial circuit by ITC/\DeltaCom
                  will be the responsibility of ITC/\DeltaCom. Associated
                  equipment on the BellSouth end, including a modem, will be
                  negotiated on a case by case basis between the parties. All
                  equipment, including modems and software, that is required on
                  ITC/\DeltaCom's end for the purpose of data transmission will
                  be the responsibility of ITC/\DeltaCom.

5.        PACKING SPECIFICATIONS

          5.1     A pack will contain a minimum of one message record or a
                  maximum of 99,999 message records plus a pack header record
                  and a pack trailer record. One transmission can contain a
                  maximum of 99 packs and a minimum of one pack.

          5.2     The OCN, From RAO, and Invoice Number will control the invoice
                  sequencing. The From RAO will be used to identify to
                  ITC/\DeltaCom which BellSouth RAO that is sending the message.
                  BellSouth and ITC/\DeltaCom will use the invoice sequencing to
                  control data exchange. BellSouth will be notified of sequence
                  failures identified by ITC/\DeltaCom and resend the data as
                  appropriate.

                  The data will be packed using EMI records.
<PAGE>

                                                                    ATTACHMENT 7
                                                                         PAGE 19

6.        PACK REJECTION

          6.1     ITC/\DeltaCom will notify BellSouth within one business day of
                  rejected packs (via the mutually agreed medium). Packs could
                  be rejected because of pack sequencing discrepancies or a
                  critical edit failure on the Pack Header or Pack Trailer
                  records (i.e. out-of-balance condition on grand totals,
                  invalid data populated). ITC/\DeltaCom will not be required to
                  return the actual rejected data to BellSouth. Rejected packs
                  will be corrected and/or retransmitted to ITC/\DeltaCom by
                  BellSouth.

7.        CONTROL DATA

          7.1     ITC/\DeltaCom will send one confirmation record per pack that
                  is received from BellSouth. This confirmation record will
                  indicate ITC/\DeltaCom received the pack and the acceptance or
                  rejection of the pack. Pack status Code(s) will be populated
                  using standard Bellcore EMI codes for packs that were rejected
                  by ITC/\DeltaCom for reasons stated in the above section.

8.        TESTING

          8.1     Upon request from ITC/\DeltaCom, BellSouth shall send test
                  file(s) to ITC/\DeltaCom for the Access Daily Usage File. The
                  parties agree to review and discuss the file's content or
                  format.
<PAGE>

                                 Attachment 8

                         Rights-of-Way, Conduits and
                               Pole Attachments


        BellSouth agrees to provides ITC/\Deltacom, pursuant to 47 U.S.C.
        (S)224, as amended by the Act, nondiscriminatory access to any pole,
        duct, conduit, or right-of-way owned or controlled by BellSouth
        pursuant to terms and conditions that are subsequently negotiated
        with BellSouth's Competitive Structure Provisioning Center.

<PAGE>

                                                                    ATTACHMENT 9
                                                                          PAGE 1

                 BONA FIDE REQUEST/NEW BUSINESS REQUEST PROCESS


1.0      The Parties agree that ITC/\DeltaCom is entitled to order any network
         element, interconnection option, service option or other Resale service
         required to be made available by the Telecommunications Act of 1996,
         FCC requirements or State Commission requirements. Procedures
         applicable to requesting the addition of such facilities or service
         options are specified in this Attachment 9 and referenced in Section 5
         of the General Terms and Conditions.

2.0      Bona Fide Requests ("BFR") are to be used when ITC/\DeltaCom makes a
         request of BellSouth to provide a new or modified network element,
         interconnection option, or other service option pursuant to the Act; or
         to provide a new or custom capability or function to meet
         ITC/\DeltaCom's business needs; that were not previously included in
         the Agreement. The BFR process is intended to facilitate the two way
         exchange of information between the requesting Party and BellSouth,
         necessary for accurate processing of requests in a consistent and
         timely fashion.

3.0      A Bona Fide Request shall be submitted in writing by ITC/\DeltaCom and
         shall specifically identify the required service date, technical
         requirements, space requirements and/or such specifications that
         clearly define the request such that BellSouth has sufficient
         information to analyze and prepare a response. Such a request also
         shall include a ITC/\DeltaCom's designation of the request as being (i)
         pursuant to the Telecommunications Act of 1996 or (ii) pursuant to the
         needs of the business. The request shall be sent to ITC/\DeltaCom's
         Account Executive.

4.0      ITC/\DeltaCom may cancel a BFR at any time. If ITC/\DeltaCom cancels
         the request more than thirty (30) business days after submitting it,
         ITC/\DeltaCom shall pay BellSouth's reasonable and demonstrable costs
         of processing and/or implementing the BFR up to the date of
         cancellation. If ITC/\DeltaCom does not cancel a BFR, ITC/\DeltaCom
         shall pay BellSouth's reasonable and demonstrable costs of processing
         and implementing the request.

5.0      Within twenty (20) Business Days of its receipt of a BFR from
         ITC/\DeltaCom, BellSouth shall respond via email or overnight delivery
         to ITC/\DeltaCom by providing a preliminary analysis of such
         Interconnection, Network Element, or requested level of quality thereof
         that is the subject of the BFR. The preliminary analysis shall confirm
         that BellSouth will either offer access to the Interconnection, Network
         Element, or requested level of quality or provide an explanation of why
         it is not technically feasible and/or why the request does not qualify
         as an Interconnection, Network Element, or requested level of quality
         that is
<PAGE>

                                                                    ATTACHMENT 9
                                                                          PAGE 1

         required to be provided under the Act. If BellSouth determines that the
         Interconnection, Network Element, or requested level of quality that is
         the subject of the BFR is technically feasible, BellSouth shall provide
         to ITC/\DeltaCom a high level cost estimate and detailed development
         price quote.

6.0      Within twenty (20) business days after receipt and acceptance of
         preliminary business analysis, BellSouth shall propose a firm price and
         a detailed implementation plan via email or overnight delivery.

7.0      Within twenty (20) business days after its receipt of the BFR price
         quote and implementation plan from BellSouth, ITC/\DeltaCom must either
         confirm its order for such Interconnection or Network Element or, if it
         believes such quote is not consistent with the requirements of the
         Communications Act, may seek Commission arbitration of its request or
         file a complaint with the FCC, as appropriate. Any such arbitration
         applicable to Network Elements and/or Interconnection shall be
         conducted in accordance with standards prescribed in Section 252 of the
         Act.

8.0      All prices shall be consistent with the pricing principles of the Act,
         the FCC and the Supreme Court's ruling of January 25, 1999 upholding
         the FCC pricing rules.

9.0      If either Party to a BFR believes that the other Party is not
         requesting, negotiating or processing the Bona Fide Request in good
         faith, or disputes a determination, or price or cost quote, such Party
         may seek state Commission or FCC resolution of the dispute as
         appropriate.

10.0     Upon agreement to the terms of a BFR, an amendment to the Agreement may
         be required. Pursuant to Sections 5.3 and 16 of the General Terms and
         Conditions, ITC/\DeltaCom may adopt through another Company's Agreement
         any BFR provided to any other carrier.
<PAGE>

                                 ATTACHMENT 10

                            PERFORMANCE MEASUREMENTS
<PAGE>
                                                                   Attachment 10
                                                                          Page 2


                           Performance Measurements

Upon a particular Commission's issuance of an Order pertaining to Performance
Measurements in a proceeding expressly applicable to all CLECs generally,
BellSouth shall implement in that state such Performance Measurements as of the
date specified by the Commission.
<PAGE>

<TABLE>
<CAPTION>
                                                                   Attachment 11
                                                                         Table 1
                                                                 Rates - 1 of 65

                          BELLSOUTH/ITC-DELTACOM RATES
                                NETWORK ELEMENTS
                               AND OTHER SERVICES
------------------------------------------------------------------------------------------------------------------------------------
<S>     <C>                                                                           <C>               <C>
       DESCRIPTION                                                                     USOC               FL
------------------------------------------------------------------------------------------------------------------------------------
       NIDs
       NID to NID Cross Connect, 2-Wire or 4-Wire, NRC                                 UNDC2             $6.15
       NID to NID Cross Connect, 2-Wire or 4-Wire, NRC                                 UNDC4             $6.15
       NID, 1-2 lines, per month                                                       UND12              NA
                NRC - 1st                                                              UND12            $94.50
                NRC - Add'l                                                            UND12            $57.22
                NRC - Disconnect Charge - 1st                                          UND12              NA
                NRC - Disconnect Charge - Add'l                                        UND12              NA
                NRC - Service Order submitted Electronically, per LSR                  SOMEC             $2.75
                NRC - Setvice Order submitted Electronically, per LSR - Disconnect     SOMEC             $0.42
                NRC - Service Order submitted Manually, per LSR                        SOMAN            $21.56
                NRC - Service Order submitted Manually, per LSR, Disconnect            SOMAN             $3.84
                NRC - Incremental Charge - Manual Service Order - 1st                  SOMAN              NA
                NRC - Incremental Charge - Manual Service Order - Add'l                SOMAN              NA
                NRC - Incremental Charge - Manual Service Order - Disconnect           SOMAN              NA
       NID, 1-6 lines, per month                                                       UND16              NA
                NRC - 1st                                                              UND16            $136.75
                NRC - Add'l                                                            UND16            $99.47
                NRC - Disconnect Charge - 1st                                          UND16              NA
                NRC - Disconnect Charge - Add'l                                        UND16              NA
                NRC - Service Order submitted Electronically, per LSR                  SOMEC             $2.75
                NRC - Setvice Order submitted Electronically, per LSR - Disconnect     SOMEC             $0.42
                NRC - Service Order submitted Manually, per LSR                        SOMAN            $21.56
                NRC - Service Order submitted Manually, per LSR, Disconnect            SOMAN             $3.84
                NRC - Incremental Charge - Manual Service Order - 1st                  SOMAN            $21.56
                NRC - Incremental Charge - Manual Service Order - Add'l                SOMAN              NA
                NRC - Incremental Charge - Manual Service Order - Disconnect           SOMAN             $3.84
       Nonrecurring Charge - customer transfer, feature additions, changes (1)                            NA
       LOOP, EXCLUDING NID
       2-Wire Analog VG Loop (Standard), per month                                                        NA
                NRC - 1st                                                                                 NA
                NRC - Add'l                                                                               NA
       2-Wire Analog VG Loop (Customized), per month                                                      NA
                NRC - 1st                                                                                 NA
                NRC - Add'l                                                                               NA
       4-Wire Analog VG Loop (Standard), per month                                                        NA
                NRC - 1st                                                                                 NA
                NRC - Add'l                                                                               NA
       2-Wire ISDN Digital Grade Loop (Standard), per month                                               NA
                NRC - 1st                                                                                 NA
                NRC - Add'l                                                                               NA
       2-Wire ADSL Loop (Standard), per month                                                             NA
                NRC - 1st                                                                                 NA
                NRC - Add'l                                                                               NA
       2-Wire HDSL Loop (Standard), per month                                                             NA
                NRC - 1st                                                                                 NA
                NRC - Add'l                                                                               NA
       4-Wire HDSL Loop (Standard), per month                                                             NA
                NRC - 1st                                                                                 NA
                NRC - Add'l                                                                               NA
       LOOP, INCLUDING NID
       2-Wire Analog VG Loop-SL1
                RC - Statewide, per month                                              UEAL2              NA
                RC - Zone 1, per month  (Note 2)                                       UEAL2            $13.75
                RC - Zone 2, per month  (Note 2)                                       UEAL2            $20.13
                RC - Zone 3, per month  (Note 2)                                       UEAL2            $44.40
                RC - Zone 4, per month  (Note 2)                                       UEAL2              NA
                NRC - 1st                                                              UEAL2            $83.20
                NRC - Add'l                                                            UEAL2            $35.12
                NRC - Disconnect Charge - 1st                                          UEAL2            $55.97
                NRC - Disconnect Charge - Add'l                                        UEAL2            $10.35
                NRC - Service Order submitted Electronically, per LSR                  SOMEC             $2.75
                NRC - Service Order submitted Electronically, per LSR - Disconnect     SOMEC             $0.42
                NRC - Service Order submitted Manually, per LSR                        SOMAN            $21.56
                NRC - Service Order submitted Manually, per LSR, Disconnect            SOMAN             $3.84
                NRC - Incremental Charge - Manual Service Order - 1st                  SOMAN              NA
                NRC - Incremental Charge - Manual Service Order - Add'l                SOMAN              NA
                NRC - Incremental Charge - Manual Service Order - Disconnect           SOMAN              NA
                NRC - Loop Make-Up                                                     UEANM              TBD
       2-Wire Analog VG Loop-SL2 w/loop or ground start signaling
                RC - Statewide, per month                                              UEAL2              NA
                RC - Zone 1, per month  (Note 2)                                       UEAL2            $18.48
                RC - Zone 2, per month  (Note 2)                                       UEAL2            $22.43
                RC - Zone 3, per month  (Note 2)                                       UEAL2            $27.87
</TABLE>


<PAGE>

<TABLE>
<CAPTION>
                                                                   Attachment 11
                                                                         Table 1
                                                                 Rates - 2 of 65

                          BELLSOUTH/ITC-DELTACOM RATES
                                NETWORK ELEMENTS
                               AND OTHER SERVICES
------------------------------------------------------------------------------------------------------------------------------------
<S>     <C>                                                                                   <C>               <C>
                RC - Zone 4, per month  (Note 2)                                               UEAL2              NA
                NRC - 1st                                                                      UEAL2            $218.96
                NRC - Add'l                                                                    UEAL2            $136.44
                NRC - Disconnect Charge - 1st                                                  UEAL2            $113.41
                NRC - Disconnect Charge - Add'l                                                UEAL2            $20.58
                NRC - Service Order submitted Electronically, per LSR                          SOMEC             $2.75
                NRC - Service Order submitted Electronically, per LSR - Disconnect             SOMEC             $0.42
                NRC - Service Order submitted Manually, per LSR                                SOMAN            $21.56
                NRC - Service Order submitted Manually, per LSR, Disconnect                    SOMAN             $3.84
                NRC - Incremental Charge - Manual Service Order - 1st                          SOMAN              NA
                NRC - Incremental Charge - Manual Service Order - Add'l                        SOMAN              NA
                NRC - Incremental Charge - Manual Service Order - Disconnect                   SOMAN              NA
                NRC - Incremental Charge - Order Coordination - Time Specific (per LSR)        OCOSL            $36.18
       2-Wire Analog VG Loop-SL2 w/ reverse battery signaling
                RC - Statewide, per month                                                      UEAR2              NA
                RC - Zone 1, per month  (Note 2)                                               UEAR2            $18.48
                RC - Zone 2, per month  (Note 2)                                               UEAR2            $22.43
                RC - Zone 3, per month  (Note 2)                                               UEAR2            $27.87
                RC - Zone 4, per month  (Note 2)                                               UEAR2              NA
                NRC - 1st                                                                      UEAR2            $218.96
                NRC - Add'l                                                                    UEAR2            $136.44
                NRC - Disconnect Charge - 1st                                                  UEAR2            $113.41
                NRC - Disconnect Charge - Add'l                                                UEAR2            $20.58
                NRC - Service Order submitted Electronically, per LSR                          SOMEC             $2.75
                NRC - Service Order submitted Electronically, per LSR - Disconnect             SOMEC             $0.42
                NRC - Service Order submitted Manually, per LSR                                SOMAN            $21.56
                NRC - Service Order submitted Manually, per LSR, Disconnect                    SOMAN             $3.84
                NRC - Incremental Charge - Manual Service Order - 1st                          SOMAN              NA
                NRC - Incremental Charge - Manual Service Order - Add'l                        SOMAN              NA
                NRC - Incremental Charge - Manual Service Order - Disconnect                   SOMAN              NA
                NRC - Incremental Charge - Order Coordination - Time Specific (per LSR)        OCOCL            $36.18
       4-Wire Analog VG Loop
                RC - Statewide, per month                                                      UEAL4              NA
                RC - Zone 1, per month  (Note 2)                                               UEAL4            $24.26
                RC - Zone 2, per month  (Note 2)                                               UEAL4            $35.51
                RC - Zone 3, per month  (Note 2)                                               UEAL4            $78.35
                RC - Zone 4, per month  (Note 2)                                               UEAL4              NA
                NRC - 1st                                                                      UEAL4            $141.00
                NRC - Add'l                                                                    UEAL4            $43.00
                NRC - Disconnect Charge - 1st                                                  UEAL4            $122.15
                NRC - Disconnect Charge - Add'l                                                UEAL4            $27.42
                NRC - Service Order submitted Electronically, per LSR                          SOMEC             $2.75
                NRC - Service Order submitted Electronically, per LSR - Disconnect             SOMEC             $0.42
                NRC - Service Order submitted Manually, per LSR                                SOMAN            $21.56
                NRC - Service Order submitted Manually, per LSR, Disconnect                    SOMAN             $3.84
                NRC - Incremental Charge - Manual Service Order - 1st                          SOMAN              NA
                NRC - Incremental Charge - Manual Service Order - Add'l                        SOMAN              NA
                NRC - Incremental Charge - Manual Service Order - Disconnect                   SOMAN              NA
                NRC - Incremental Charge - Order Coordination - Time Specific (per LSR)        OCOSL            $36.18
       2-Wire ISDN Digital Grade Loop
                RC - Statewide, per month                                                      U1L2X              NA
                RC - Zone 1, per month  (Note 2)                                               U1L2X            $32.34
                RC - Zone 2, per month  (Note 2)                                               U1L2X            $47.35
                RC - Zone 3, per month  (Note 2)                                               U1L2X            $104.47
                RC - Zone 4, per month  (Note 2)                                               U1L2X              NA
                NRC - 1st                                                                      U1L2X            $306.00
                NRC - Add'l                                                                    U1L2X            $283.00
                NRC - Disconnect Charge - 1st                                                  U1L2X            $111.10
                NRC - Disconnect Charge - Add'l                                                U1L2X            $18.28
                NRC - Service Order submitted Electronically, per LSR                          SOMEC             $2.75
                NRC - Service Order submitted Electronically, per LSR - Disconnect             SOMEC             $0.42
                NRC - Service Order submitted Manually, per LSR                                SOMAN            $21.56
                NRC - Service Order submitted Manually, per LSR, Disconnect                    SOMAN             $3.84
                NRC - Incremental Charge - Manual Service Order - 1st                          SOMAN              NA
                NRC - Incremental Charge - Manual Service Order - Add'l                        SOMAN              NA
                NRC - Incremental Charge - Manual Service Order - Disconnect                   SOMAN              NA
                NRC - Incremental Charge - Order Coordination - Time Specific (per LSR)        OCOSL            $36.18
       2-Wire Universal Digital Carrier (UDC), statewide, per month                            UDC2X              NA
                Zone 1, per month                                                              UDC2X            $32.34
                Zone 2, per month                                                              UDC2X            $47.35
                Zone 3, per month                                                              UDC2X            $104.47
                Zone 4, per month                                                              UDC2X              NA
                NRC - 1st                                                                      UDC2X            $306.00
                NRC - Add'l                                                                    UDC2X            $283.00
                NRC - Disconnect Charge - 1st                                                  UDC2X            $111.10
                NRC - Disconnect Charge - Add'l                                                UDC2X            $18.28
                NRC - Service Order submitted Electronically, per LSR                          SOMEC             $2.75
</TABLE>


<PAGE>

<TABLE>
<CAPTION>
                                                                   Attachment 11
                                                                         Table 1
                                                                 Rates - 3 of 65

                          BELLSOUTH/ITC-DELTACOM RATES
                                NETWORK ELEMENTS
                               AND OTHER SERVICES
---------------------------------------------------------------------------------------------------------------------------
<S>             <C>                                                                         <C>                 <C>
                NRC - Service Order submitted Electronically, per LSR - Disconnect               SOMEC             $0.42
                NRC - Service Order submitted Manually, per LSR                                  SOMAN            $21.56
                NRC - Service Order submitted Manually, per LSR, Disconnect                      SOMAN             $3.84
                NRC - Incremental Charge - Manual Service Order - 1st                            SOMAN              NA
                NRC - Incremental Charge - Manual Service Order - Add'l                          SOMAN              NA
                NRC - Incremental Charge - Manual Service Order - Disconnect                     SOMAN              NA
                NRC - Incremental Charge - Order Coordination - Time Specific (per LSR)          OCOSL            $36.18
       2-Wire ADSL Compatible Loop incl Man Svc Inquiry & Fac Reservation
                RC - Statewide, per month                                                        UAL2X              NA
                RC - Zone 1, per month  (Note 2)                                                 UAL2X            $12.78
                RC - Zone 2, per month  (Note 2)                                                 UAL2X            $18.72
                RC - Zone 3, per month  (Note 2)                                                 UAL2X            $41.29
                RC - Zone 4, per month  (Note 2)                                                 UAL2X              NA
                NRC - 1st                                                                        UAL2X            $113.85
                NRC - Add'l                                                                      UAL2X            $99.61
                NRC - Disconnect Charge - 1st                                                    UAL2X            $154.23
                NRC - Disconnect Charge - Add'l                                                  UAL2X            $35.23
                NRC - Service Order submitted Electronically, per LSR                            SOMEC             $2.75
                NRC - Service Order submitted Manually, per LSR                                  SOMAN            $21.56
                NRC - Service Order submitted Manually, per LSR, Disconnect                      SOMAN             $3.84
                NRC - Incremental Charge - Manual Service Order - 1st                            SOMAN              NA
                NRC - Incremental Charge - Manual Service Order - Add'l                          SOMAN              NA
                NRC - Incremental Charge - Manual Service Order - Disconnect                     SOMAN              NA
                NRC - Incremental Charge - Order Coordination - Time Specific (per LSR)          OCOSL            $36.18
       2-Wire ADSL Compatible Loop without Man Svc Inquiry & Fac Reservation
       RC - Statewide, per month                                                                 UAL2W              NA
                Zone 1, per month                                                                UAL2W            $12.78
                Zone 2, per month                                                                UAL2W            $18.72
                Zone 3, per month                                                                UAL2W            $41.29
                Zone 4, per month                                                                UAL2W              NA
                NRC - 1st                                                                        UAL2W            $258.86
                NRC - Add'l                                                                      UAL2W            $175.48
                NRC - Disconnect Charge - 1st                                                    UAL2W            $108.29
                NRC - Disconnect Charge - Add'l                                                  UAL2W            $15.46
                NRC - Service Order submitted Electronically, per LSR                            SOMEC             $2.75
                NRC - Service Order submitted Electronically, per LSR - Disconnect               SOMEC             $0.42
                NRC - Service Order submitted Manually, per LSR                                  SOMAN            $21.56
                NRC - Service Order submitted Manually, per LSR, Disconnect                      SOMAN             $3.84
                NRC - Incremental Charge - Manual Service Order - 1st                            SOMAN              NA
                NRC - Incremental Charge - Manual Service Order - Add'l                          SOMAN              NA
                NRC - Incremental Charge - Manual Service Order - Disconnect                     SOMAN              NA
                NRC - Incremental Charge - Order Coordination - Time Specific (per LSR)          OCOSL            $36.18
       2-Wire HDSL Compatible Loop, incl Man Svc Inquiry & Fac Reserv
                RC - Statewide, per month                                                        UHL2X              NA
                RC - Zone 1, per month  (Note 2)                                                 UHL2X             $9.80
                RC - Zone 2, per month  (Note 2)                                                 UHL2X            $14.35
                RC - Zone 3, per month  (Note 2)                                                 UHL2X            $31.65
                RC - Zone 4, per month  (Note 2)                                                 UHL2X              NA
                NRC - 1st                                                                        UHL2X            $113.85
                NRC - Add'l                                                                      UHL2X            $99.61
                NRC - Disconnect Charge - 1st                                                    UHL2X            $154.23
                NRC - Disconnect Charge - Add'l                                                  UHL2X            $35.23
                NRC - Service Order submitted Electronically, per LSR                            SOMEC             $2.75
                NRC - Service Order submitted Electronically, per LSR - Disconnect               SOMEC             $0.42
                NRC - Service Order submitted Manually, per LSR                                  SOMAN            $21.56
                NRC - Service Order submitted Manually, per LSR, Disconnect                      SOMAN             $3.84
                NRC - Incremental Charge - Manual Service Order - 1st                            SOMAN              NA
                NRC - Incremental Charge - Manual Service Order - Add'l                          SOMAN              NA
                NRC - Incremental Charge - Manual Service Order - Disconnect                     SOMAN              NA
                NRC - Incremental Charge - Order Coordination - Time Specific (per LSR)          OCOSL            $36.18
       2-Wire HDSL Compatible Loop, without Man Svc Inquiry & Fac Reserv
       Statewide, per month                                                                      UHL2W              NA
                Zone 1, per month                                                                UHL2W             $9.80
                Zone 2, per month                                                                UHL2W            $14.35
                Zone 3, per month                                                                UHL2W            $31.65
                Zone 4, per month                                                                UHL2W              NA
                NRC - 1st                                                                        UHL2W            $276.19
                NRC - Add'l                                                                      UHL2W            $192.81
                NRC - Disconnect Charge - 1st                                                    UHL2W            $108.29
                NRC - Disconnect Charge - Add'l                                                  UHL2W            $15.46
                NRC - Service Order submitted Electronically, per LSR                            SOMEC             $2.75
                NRC - Service Order submitted Electronically, per LSR - Disconnect               SOMEC             $0.42
                NRC - Service Order submitted Manually, per LSR                                  SOMAN            $21.56
                NRC - Service Order submitted Manually, per LSR, Disconnect                      SOMAN             $3.84
                NRC - Incremental Charge - Manual Service Order - 1st                            SOMAN              NA
                NRC - Incremental Charge - Manual Service Order - Add'l                          SOMAN              NA
</TABLE>


<PAGE>

<TABLE>
<CAPTION>
                                                                   Attachment 11
                                                                         Table 1
                                                                 Rates - 4 of 65

                          BELLSOUTH/ITC-DELTACOM RATES
                                NETWORK ELEMENTS
                               AND OTHER SERVICES
--------------------------------------------------------------------------------------------------------------------------
<S>             <C>                                                                         <C>                 <C>
                NRC - Incremental Charge - Manual Service Order - Disconnect                 SOMAN              NA
                NRC - Incremental Charge - Order Coordination - Time Specific (per LSR)      OCOSL            $36.18
       4-Wire HDSL Compatible Loop, incl Man Svc Inquiry & Fac Reserv
CALLING NAME (CNRC)- Statewide, per month                                                    UHL4X              NA
    CNAM (DatabaRC - Zone 1, per month  (Note 2)                                             UHL4X            $14.75
                RC - Zone 2, per month  (Note 2)                                             UHL4X            $21.59
                RC - Zone 3, per month  (Note 2)                                             UHL4X            $47.64
                RC - Zone 4, per month  (Note 2)                                             UHL4X              NA
                NRC - 1st                                                                    UHL4X            $116.91
                NRC - Add'l                                                                  UHL4X            $101.71
                NRC - Disconnect Charge - 1st                                                UHL4X            $161.19
                NRC - Disconnect Charge - Add'l                                              UHL4X            $26.10
                NRC - Service Order submitted Electronically, per LSR                        SOMEC             $2.75

                NRC - Service Order submitted Electronically, per LSR - Disconnect           SOMEC             $0.42
                NRC - Service Order submitted Manually, per LSR                              SOMAN            $21.56
                NRC - Service Order submitted Manually, per LSR, Disconnect                  SOMAN             $3.84
                NRC - Incremental Charge - Manual Service Order - 1st                        SOMAN              NA
                NRC - Incremental Charge - Manual Service Order - Add'l                      SOMAN              NA
                NRC - Incremental Charge - Manual Service Order - Disconnect                 SOMAN              NA
                NRC - Incremental Charge - Order Coordination - Time Specific (per LSR)      OCOSL            $36.18
       4-Wire HDSL Compatible Loop, without Man Svc Inquiry & Fac Res
       Statewide, per month                                                                  UHL4W              NA
                Zone 1, per month                                                            UHL4W            $14.75
                Zone 2, per month                                                            UHL4W            $21.59
                Zone 3, per month                                                            UHL4W            $47.64
                Zone 4, per month                                                            UHL4W              NA
                NRC - 1st                                                                    UHL4W            $333.40
                NRC - Add'l                                                                  UHL4W            $250.01
                NRC - Disconnect Charge - 1st                                                UHL4W            $114.30
                NRC - Disconnect Charge - Add'l                                              UHL4W            $19.58
                NRC - Service Order submitted Electronically, per LSR                        SOMEC             $2.75
                NRC - Service Order submitted Electronically, per LSR - Disconnect           SOMEC             $0.42
                NRC - Service Order submitted Manually, per LSR                              SOMAN            $21.56
                NRC - Service Order submitted Manually, per LSR, Disconnect                  SOMAN             $3.84
                NRC - Incremental Charge - Manual Service Order - 1st                        SOMAN              NA
                NRC - Incremental Charge - Manual Service Order - Add'l                      SOMAN              NA
                NRC - Incremental Charge - Manual Service Order - Disconnect                 SOMAN              NA
                NRC - Incremental Charge - Order Coordination - Time Specific (per LSR)      OCOSL            $36.18
       4-Wire DS1 Digital Loop
                RC - Statewide, per month                                                    USLXX              NA
                RC - Zone 1, per month  (Note 2)                                             USLXX            $64.69
                RC - Zone 2, per month  (Note 2)                                             USLXX            $94.71
                RC - Zone 3, per month  (Note 2)                                             USLXX            $208.93
                RC - Zone 4, per month  (Note 2)                                             USLXX              NA
                NRC - 1st                                                                    USLXX            $540.00
                NRC - Add'l                                                                  USLXX            $465.00
                NRC - Disconnect Charge - 1st                                                USLXX            $82.85
                NRC - Disconnect Charge - Add'l                                              USLXX            $21.69
                NRC - Service Order submitted Electronically, per LSR                        SOMEC             $2.75
                NRC - Service Order submitted Electronically, per LSR - Disconnect           SOMEC             $0.42
                NRC - Service Order submitted Manually, per LSR                              SOMAN            $21.56
                NRC - Service Order submitted Manually, per LSR, Disconnect                  SOMAN             $3.84
                NRC - Incremental Charge - Manual Service Order - 1st                        SOMAN              NA
                NRC - Incremental Charge - Manual Service Order - Add'l                      SOMAN              NA
                NRC - Incremental Charge - Manual Service Order - Disconnect                 SOMAN              NA

                NRC - Incremental Charge - Order Coordination - Time Specific (per LSR)      OCOSL            $36.18
       4-Wire 56 Kbps Dig Grade Loop
                RC - Statewide, per month                                                    UDL56              NA
                RC - Zone 1, per month  (Note 2)                                             UDL56            $39.08
                RC - Zone 2, per month  (Note 2)                                             UDL56            $57.21
                RC - Zone 3, per month  (Note 2)                                             UDL56            $126.22
                RC - Zone 4, per month  (Note 2)                                             UDL56              NA
                NRC - 1st                                                                    UDL56            $654.72
                NRC - Add'l                                                                  UDL56            $428.45
                NRC - Disconnect Charge - 1st                                                UDL56            $122.15
                NRC - Disconnect Charge - Add'l                                              UDL56            $27.42
                NRC - Service Order submitted Electronically, per LSR                        SOMEC             $2.75
                NRC - Service Order submitted Electronically, per LSR - Disconnect           SOMEC             $0.42
</TABLE>


<PAGE>

<TABLE>
<CAPTION>
                                                                   Attachment 11
                                                                         Table 1
                                                                 Rates - 5 of 65

                          BELLSOUTH/ITC-DELTACOM RATES
                                NETWORK ELEMENTS
                               AND OTHER SERVICES
--------------------------------------------------------------------------------------------------------------------------
<S>             <C>                                                                         <C>                 <C>
                NRC - Service Order submitted Manually, per LSR                             SOMAN            $21.56
                NRC - Service Order submitted Manually, per LSR, Disconnect                 SOMAN             $3.84
                NRC - Incremental Charge - Manual Service Order - 1st                       SOMAN              NA
                NRC - Incremental Charge - Manual Service Order - Add'l                     SOMAN              NA
                NRC - Incremental Charge - Manual Service Order - Disconnect                SOMAN              NA
                NRC - Incremental Charge - Order Coordination - Time Specific (per LSR)     OCOSL            $36.18
       4-Wire 64 Kbps Dig Grade Loop
                RC - Statewide, per month                                                   UDL64              NA
                RC - Zone 1, per month  (Note 2)                                            UDL64            $39.08
                RC - Zone 2, per month  (Note 2)                                            UDL64            $57.21
                RC - Zone 3, per month  (Note 2)                                            UDL64            $126.22
                RC - Zone 4, per month  (Note 2)                                            UDL64              NA
                NRC - 1st                                                                   UDL64            $654.72
                NRC - Add'l                                                                 UDL64            $428.45

                NRC - Disconnect Charge - 1st                                               UDL64            $122.15
                NRC - Disconnect Charge - Add'l                                             UDL64            $27.42
                NRC - Service Order submitted Electronically, per LSR                       SOMEC             $2.75
                NRC - Service Order submitted Electronically, per LSR - Disconnect          SOMEC             $0.42
                NRC - Service Order submitted Manually, per LSR                             SOMAN            $21.56
                NRC - Service Order submitted Manually, per LSR, Disconnect                 SOMAN             $3.84
                NRC - Incremental Charge - Manual Service Order - 1st                       SOMAN              NA
                NRC - Incremental Charge - Manual Service Order - Add'l                     SOMAN              NA
                NRC - Incremental Charge - Manual Service Order - Disconnect                SOMAN              NA
                NRC - Incremental Charge - Order Coordination - Time Specific (per LSR)     OCOSL            $36.18
       2-Wire Unb Copper Loop/Short((less than) or = 18kft), incl Man SI & Fac Res*
                RC - Statewide, per month                                                   UCLPB              NA
                RC - Zone 1, per month  (Note 2)                                            UCLPB            $18.60
                RC - Zone 2, per month  (Note 2)                                            UCLPB            $27.23
                RC - Zone 3, per month  (Note 2)                                            UCLPB            $60.07
                RC - Zone 4, per month  (Note 2)                                            UCLPB              NA
                NRC - 1st                                                                   UCLPB            $389.84
                NRC - Add'l                                                                 UCLPB            $251.26
                NRC - Disconnect Charge - 1st                                               UCLPB            $154.23
                NRC - Disconnect Charge - Add'l                                             UCLPB            $35.23
                NRC - Service Order submitted Electronically, per LSR                       SOMEC             $2.75
                NRC - Service Order submitted Electronically, per LSR - Disconnect          SOMEC             $0.42
                NRC - Service Order submitted Manually, per LSR                             SOMAN            $21.56
                NRC - Service Order submitted Manually, per LSR, Disconnect                 SOMAN             $3.84
                NRC - Incremental Charge - Manual Service Order - 1st                       SOMAN              NA
                NRC - Incremental Charge - Manual Service Order - Add'l                     SOMAN              NA
                NRC - Incremental Charge - Manual Service Order - Disconnect - 1st          SOMAN              NA
                NRC - Incremental Charge - Manual Service Order - Disconnect - Add'l        SOMAN              NA
                NRC - Incremental Charge - Manual Order Coordination - per loop             UCLMC            $16.31

       2-Wire Unb Copper Loop/Short ((less than) or = 18kft), without Man SI & Fac Res
       RC - Statewide, per moth                                                             UCLPW              NA
                Zone 1, per month                                                           UCLPW            $18.60
                Zone 2, per month                                                           UCLPW            $27.23
                Zone 3, per month                                                           UCLPW            $60.07
                Zone 4, per month                                                           UCLPW              NA

                NRC - 1st                                                                   UCLPW            $257.00
                NRC - Add'l                                                                 UCLPW            $173.62

                NRC - Disconnect Charge - 1st                                               UCLPW            $108.29
                NRC - Disconnect Charge - Add'l                                             UCLPW            $15.46
                NRC - Service Order submitted Electronically, per LSR                       SOMEC             $2.75
                NRC - Service Order submitted Electronically, per LSR - Disconnect          SOMEC             $0.42
                NRC - Service Order submitted Manually, per LSR                             SOMAN            $21.56
                NRC - Service Order submitted Manually, per LSR, Disconnect                 SOMAN             $3.84
                NRC - Incremental Charge - Manual Service Order - 1st                       SOMAN              NA
                NRC - Incremental Charge - Manual Service Order - Add'l                     SOMAN              NA
                NRC - Incremental Charge - Manual Service Order - Disconnect - 1st          SOMAN              NA
                NRC - Incremental Charge - Manual Service Order - Disconnect - Add'l        SOMAN              NA
                NRC - Incremental Charge - Manual Order Coordination - per loop             UCLMC            $16.31

       2-Wire Unb Copper Loop/Long (> 18kft), incl Man SI & Fac Res

                RC - Statewide, per month                                                   UCL2L              NA
                RC - Zone 1, per month  (Note 2)                                            UCL2L            $48.79
                RC - Zone 2, per month  (Note 2)                                            UCL2L            $58.13
                RC - Zone 3, per month  (Note 2)                                            UCL2L            $71.17
                RC - Zone 4, per month  (Note 2)                                            UCL2L              NA
                NRC - 1st                                                                   UCL2L            $331.86
                NRC - Add'l                                                                 UCL2L            $193.27
</TABLE>


<PAGE>

<TABLE>
<CAPTION>
                                                                   Attachment 11
                                                                         Table 1
                                                                 Rates - 6 of 65

                          BELLSOUTH/ITC-DELTACOM RATES
                                NETWORK ELEMENTS
                               AND OTHER SERVICES
--------------------------------------------------------------------------------------------------------------------------
<S>             <C>                                                                         <C>                 <C>
                NRC - Disconnect Charge - 1st                                                UCL2L            $154.23
                NRC - Disconnect Charge - Add'l                                              UCL2L              NA
                NRC - Service Order submitted Electronically, per LSR                        SOMEC             $2.75
                NRC - Service Order submitted Electronically, per LSR - Disconnect           SOMEC             $0.42
                NRC - Service Order submitted Manually, per LSR                              SOMAN            $21.56
                NRC - Service Order submitted Manually, per LSR, Disconnect                  SOMAN             $3.84
                NRC - Incremental Charge - Manual Service Order - 1st                        SOMAN              NA
                NRC - Incremental Charge - Manual Service Order - Add'l                      SOMAN              NA
                NRC - Incremental Charge - Manual Service Order - Disconnect - 1st           SOMAN              NA
                NRC - Incremental Charge - Manual Service Order - Disconnect - Add'L         SOMAN              NA
                NRC - Incremental Charge - Manual Order Coordination - per loop              UCLMC            $16.31

       2-Wire Unb Copper Loop/Long (> 18kft), without Man SI & Fac Res

       RC - Statewide, per month                                                             UCL2W              NA
                Zone 1, per month                                                            UCL2W            $48.79
                Zone 2, per month                                                            UCL2W            $58.13
                Zone 3, per month                                                            UCL2W            $71.17
                Zone 4, per month                                                            UCL2W              NA
                NRC - 1st                                                                    UCL2W            $199.01
                NRC - Add'l                                                                  UCL2W            $115.63
                NRC - Disconnect Charge - 1st                                                UCL2W            $108.29
                NRC - Disconnect Charge - Add'l                                              UCL2W            $15.46
                NRC - Service Order submitted Electronically, per LSR                        SOMEC             $2.75
                NRC - Service Order submitted Electronically, per LSR - Disconnect           SOMEC             $0.42
                NRC - Service Order submitted Manually, per LSR                              SOMAN            $21.56
                NRC - Service Order submitted Manually, per LSR, Disconnect                  SOMAN             $3.84
                NRC - Incremental Charge - Manual Service Order - 1st                        SOMAN              NA
                NRC - Incremental Charge - Manual Service Order - Add'l                      SOMAN              NA
                NRC - Incremental Charge - Manual Service Order - Disconnect - 1st           SOMAN              NA
                NRC - Incremental Charge - Manual Service Order - Disconnect - Add'L         SOMAN              NA
                NRC - Incremental Charge - Manual Order Coordination - per loop              UCLMC            $16.31
       4-Wire Unb Copper Loop/Short ((less than) or = 18kft), incl Man SI & Fac Res

       Statewide, per month*                                                                 UCL4S              NA
                Zone 1, per month                                                            UCL4S            $25.56
                Zone 2, per month                                                            UCL4S            $30.53
                Zone 3, per month                                                            UCL4S            $32.24
                Zone 4, per month                                                            UCL4S              NA
                NRC - 1st                                                                    UCL4S            $438.27
                NRC - Add'l                                                                  UCL4S            $299.68
                NRC - Disconnect Charge - 1st                                                UCL4S            $161.19
                NRC - Disconnect Charge - Add'l                                              UCL4S            $39.76
                NRC - Service Order submitted Electronically, per LSR                        SOMEC             $2.75
                NRC - Service Order submitted Electronically, per LSR - Disconnect           SOMEC             $0.42
                NRC - Service Order submitted Manually, per LSR                              SOMAN            $21.56
                NRC - Service Order submitted Manually, per LSR, Disconnect                  SOMAN             $3.84
                NRC - Incremental Charge - Manual Service Order - 1st                        SOMAN              NA
                NRC - Incremental Charge - Manual Service Order - Add'l                      SOMAN              NA
                NRC - Incremental Charge - Manual Service Order - Disconnect                 SOMAN              NA
                NRC - Incremental Charge - Manual Service Order - Disconnect - Add'L         SOMAN
                NRC - Incremental Charge - Manual Order Coordination - per loop              UCLMC            $16.31
       4-Wire Unb Copper Loop/Short ((less than) or = 18kft), without Man SI & Fac Res

       RC - Statewide, per month                                                             UCL4W              NA
                Zone 1, per month                                                            UCL4W            $25.56
                Zone 2, per month                                                            UCL4W            $30.53
                Zone 3, per month                                                            UCL4W            $32.24
                Zone 4, per month                                                            UCL4W              NA
                NRC - 1st                                                                    UCL4W            $305.43
                NRC - Add'l                                                                  UCL4W            $222.05
                NRC - Disconnect Charge - 1st                                                UCL4W            $114.30
                NRC - Disconnect Charge - Add'l                                              UCL4W            $19.58
                NRC - Service Order submitted Electronically, per LSR                        SOMEC             $2.75
                NRC - Service Order submitted Electronically, per LSR - Disconnect           SOMEC             $0.42
                NRC - Service Order submitted Manually, per LSR                              SOMAN            $21.56
                NRC - Service Order submitted Manually, per LSR, Disconnect                  SOMAN             $3.84
                NRC - Incremental Charge - Manual Service Order - 1st                        SOMAN              NA
                NRC - Incremental Charge - Manual Service Order - Add'l                      SOMAN              NA
                NRC - Incremental Charge - Manual Service Order - Disconnect                 SOMAN              NA
                NRC - Incremental Charge - Manual Service Order - Disconnect - Add'L         SOMAN              NA
                NRC - Incremental Charge - Manual Order Coordination - per loop              UCLMC            $16.31
       4-Wire Unb Copper Loop/Long (>18kft), incl Man Svc Inq & Fac Res
</TABLE>


<PAGE>

<TABLE>
<CAPTION>
                                                                   Attachment 11
                                                                         Table 1
                                                                 Rates - 7 of 65

                          BELLSOUTH/ITC-DELTACOM RATES
                                NETWORK ELEMENTS
                               AND OTHER SERVICES
--------------------------------------------------------------------------------------------------------------------------
<S>             <C>                                                                         <C>                 <C>
                Statewide, Per month                                                            UCL4L              NA
                Zone 1, per month                                                               UCL4L            $82.70
                Zone 2, per month                                                               UCL4L            $119.02
                Zone 3, per month                                                               UCL4L            $147.54
                Zone 4, per month                                                               UCL4L              NA
                NRC - 1st                                                                       UCL4L            $380.29
                NRC - Add'l                                                                     UCL4L            $241.70
                NRC - Disconnect Charge - 1st                                                   UCL4L            $161.19
                NRC - Disconnect Charge - Add'l                                                 UCL4L            $39.76
                NRC - Service Order submitted Electronically, per LSR                           SOMEC             $2.75
                NRC - Service Order submitted Electronically, per LSR - Disconnect              SOMEC             $0.42
                NRC - Service Order submitted Manually, per LSR                                 SOMAN            $21.56
                NRC - Service Order submitted Manually, per LSR, Disconnect                     SOMAN             $3.84
                NRC - Incremental Charge - Manual Service Order - 1st                           SOMAN              NA
                NRC - Incremental Charge - Manual Service Order - Add'l                         SOMAN              NA
                NRC - Incremental Charge - Manual Service Order - Disconnect                    SOMAN              NA
                NRC - Incremental Charge - Manual Service Order - Disconnect - Add'L            SOMAN              NA
                NRC - Incremental Charge - Manual Order Coordination - per loop                 UCLMC            $16.31
       4-Wire Unb Copper Loop/Long (>18kft), without Man SI & Fac Res
                Statewide, Per month                                                            UCL4O              NA
                Zone 1, per month                                                               UCL4O            $82.70
                Zone 2, per month                                                               UCL4O            $119.02
                Zone 3, per month                                                               UCL4O            $147.54
                Zone 4, per month                                                               UCL4O              NA
                NRC - 1st                                                                       UCL4O            $247.44
                NRC - Add'l                                                                     UCL4O            $164.06
                NRC - Disconnect Charge - 1st                                                   UCL4O            $114.30
                NRC - Disconnect Charge - Add'l                                                 UCL4O            $19.58
                NRC - Service Order submitted Electronically, per LSR                           SOMEC             $2.75
                NRC - Service Order submitted Electronically, per LSR - Disconnect              SOMEC             $0.42
                NRC - Service Order submitted Manually, per LSR                                 SOMAN            $21.56
                NRC - Service Order submitted Manually, per LSR, Disconnect                     SOMAN             $3.84
                NRC - Incremental Charge - Manual Service Order - 1st                           SOMAN              NA
                NRC - Incremental Charge - Manual Service Order - Add'l                         SOMAN              NA
                NRC - Incremental Charge - Manual Service Order - Disconnect                    SOMAN              NA
                NRC - Incremental Charge - Manual Service Order - Disconnect - Add'L            SOMAN              NA
                NRC - Incremental Charge - Manual Order Coordination - per loop                 UCLMC            $16.31
       DS3 Local Loop

                DS3 Unbundled Local Loop - per mile                                             1L5ND            $11.77
                DS3 Unbundled Local Loop- per Facility Termination                              UE3PX            $404.58
                NRC -  Facility Termination - 1st                                               UE3PX            $903.37
                NRC -  Facility Termination - Add'l                                             UE3PX            $528.05
                NRC -  Facility Termination - Disconnect - 1st                                  UE3PX            $221.46
                NRC -  Facility Termination - Disconnect - Add'l                                UE3PX            $154.90
                NRC - Manual Svc Order, per LSR                                                 SOMAN            $21.56
                NRC - Manual Svc Order, per LSR disconnect                                      SOMAN             $3.84
                NRC - Electronic Svc Order, per LSR                                             SOMEC             $2.75
                NRC - Electronic Svc Order, per LSR disconnect                                  SOMEC             $0.42
                NRC -  Incremental Charge--Manual Svc Order - 1st                               SOMAN              NA
                NRC -  Incremental Charge--Manual Svc Order - Add'l                             SOMAN              NA
                NRC -  Incremental Cost  - Manual Svc. Order vs. Elect-Disconnect-1st           SOMAN              NA
                NRC -  Incremental Cost  - Manual Svc. Order vs. Elect-Disconnect-Add'l         SOMAN              NA
       STS-1 Local Loop

                STS-1 Unbundled Local Loop - per mile                                           1L5ND            $11.77
                STS-1 Unbundled Local Loop- per Facility Termination                            UDLS1            $446.09
                NRC - STS-1 - Facility Termination - 1st                                        UDLS1            $903.37
                NRC - STS-1 - Facility Termination - Add'l                                      UDLS1            $528.05
                NRC - STS-1 - Facility Termination - Disconnect - 1st                           UDLS1            $221.46
                NRC - STS-1 - Facility Termination - Disconnect - Add'l                         UDLS1            $154.90
                NRC - Manual Svc Order, per LSR                                                 SOMAN            $21.56
                NRC - Manual Svc Order, per LSR disconnect                                      SOMAN             $3.84
                NRC - Electronic Svc Order, per LSR                                             SOMEC             $2.75
                NRC - Electronic Svc Order, per LSR disconnect                                  SOMEC             $0.42
                NRC - STS-1 - Incremental Charge--Manual Svc Order - 1st                        SOMAN              NA
                NRC - STS-1 - Incremental Charge--Manual Svc Order - Add'l                      SOMAN              NA
                NRC - STS-1 - Incremental Cost  - Manual Svc. Order vs. Elect-Disconnect-1st    SOMAN              NA
                NRC - STS-1 - Incremental Cost  - Manual Svc. Order vs. Elect-Disconnect-Add'l  SOMAN              NA
       OC3- Local Loop

                Local Loop - OC3 - per Mile                                                     1L5ND             $8.93
                Local Loop - OC3 - per Facility Termination                                                      $648.60
                NRC - OC3 - Facility Termination - 1st                                                           $966.45
                NRC - OC3 - Facility Termination - Add'l                                                         $408.85
</TABLE>


<PAGE>

<TABLE>
<CAPTION>
                                                                   Attachment 11
                                                                         Table 1
                                                                 Rates - 8 of 65

                          BELLSOUTH/ITC-DELTACOM RATES
                                NETWORK ELEMENTS
                               AND OTHER SERVICES
------------------------------------------------------------------------------------------------------------------------------------
<S>             <C>                                                                                              <C>          <C>
                NRC - OC3 - Facility Termination - Disconnect - 1st                                                        $11.56
                NRC - OC3 - Facility Termination - Disconnect - Add'l                                                      $108.34
                NRC - Manual Svc Order, per LSR                                                                  SOMAN     $21.56
                NRC - Manual Svc Order, per LSR disconnect                                                       SOMAN      $3.84
                NRC - Electronic Svc Order, per LSR                                                              SOMEC      $2.75
                NRC - Electronic Svc Order, per LSR disconnect                                                   SOMEC      $0.42
                NRC - OC3 - Incremental Charge--Manual Svc Order - 1st                                           SOMAN       NA
                NRC - OC3 - Incremental Charge--Manual Svc Order - Add'l                                         SOMAN       NA
                NRC - OC3 -Incremental Cost - Manual Svc. Order vs. Elect-Disconnect-1st                         SOMAN       NA
                NRC - OC3 -Incremental Cost - Manual Svc. Order vs. Elect-Disconnect-Add'l                       SOMAN       NA
       OC -12 Local Loop
                Local Loop - OC12 - per Mile                                                                     1L5ND    $10.99
                Local Loop - OC12 - per Facility Termination                                                              $2,053.06
                NRC - OC12 - Facility Termination - 1st                                                                   $1,183.46
                NRC - OC12 - Facility Termination - Add'l                                                                  $408.85
                NRC - OC12 - Facility Termination - Disconnect - 1st                                                       $111.56
                NRC - OC12 - Facility Termination - Disconnect - Add'l                                                     $108.34
                NRC - Manual Svc Order, per LSR                                                                  SOMAN     $21.56
                NRC - Manual Svc Order, per LSR disconnect                                                       SOMAN      $3.84
                NRC - Electronic Svc Order, per LSR                                                              SOMEC      $2.75
                NRC - Electronic Svc Order, per LSR disconnect                                                   SOMEC      $0.42
                NRC -OC12 - Incremental Charge - Manual Svc Order - 1st                                          SOMAN       NA
                NRC - OC12 - Incremental Charge - Manual Svc Order - Add'l                                       SOMAN       NA
                NRC - OC12 - Incremental Cost-Manual Svc. Order vs. Elect-Disconnect-1st                         SOMAN       NA
                NRC - OC12 - Incremental Cost-Manual Svc. Order vs. Elect-Disconnect-Add'l                       SOMAN       NA
       OC - 48 Local Loop
                Local Loop - OC48 - per Mile                                                                     1L5ND     $36.04
                Local Loop - OC48 - per Facility Termination                                                              $1,685.97
                Local Loop - OC12 interface on OC48 Facility                                                               $587.71
                NRC - OC48 - Facility Termination - 1st                                                                   $1,183.46
                NRC - OC48 - Facility Termination - Add'l                                                                  $408.85
                NRC - OC48 - Interface OC12 on OC48 - 1st                                                                  $543.72
                NRC - OC48 - Interface OC12 on OC48 - Add'l                                                                $312.05
                NRC - OC48 - Facility Termination - Disconnect - 1st                                                       $111.56
                NRC - OC48 - Facility Termination - Disconnect - Add'l                                                     $108.34
                 NRC - OC48- Interface OC12 on OC48 - Disconnect - 1st                                                     $111.56
                NRC - OC48 - Interface OC12 on OC48 - Disconnect - Add'l                                                   $108.34
                NRC - Manual Svc Order, per LSR                                                                  SOMAN     $21.56
                NRC - Manual Svc Order, per LSR disconnect                                                       SOMAN      $3.84
                NRC - Electronic Svc Order, per LSR                                                              SOMEC      $2.75
                NRC - Electronic Svc Order, per LSR disconnect                                                   SOMEC      $0.42
                NRC - OC48 - Facility Termination-Manual Svc Order vs Electronic-Disconnect-1st                  SOMAN       NA
                NRC - OC48 - Facility Termination-Manual Svc Order vs Electronic-Disconnect-Add'l                SOMAN       NA
                NRC - OC48 - Interface - Manual Svc Order vs Electronic-Disconnect-1st                           SOMAN       NA
                NRC - OC48 - Interface - Manual Svc Order vs Electronic-Disconnect-Add'l                         SOMAN       NA
                NRC - OC-48 -  Incremental Charge--Manual Svc Order-1st                                          SOMAN       NA
                NRC - OC-48 -  Incremental Charge--Manual Svc Order-Add'l                                        SOMAN       NA
                NRC - OC48 - Interface OC12 on OC48 - Incremental Charge--Manual Svc Order-1st                   SOMAN       NA
                NRC - OC48 - Interface OC12 on OC48 - Incremental Charge--Manual Svc Order-Add'l                 SOMAN       NA

       Unbundled Loop Modification/Conditioning
                NRC - Load Coil/Equipment Removal per 2 Wire pair - Loops less than or equal to 18kft **         ULM2L     $65.40
                NRC - Load Coil/Equipment Removal per 2 Wire pair - Loops greater than 18kft - 1st **            ULM2G     $710.71
                NRC - Load Coil/Equipment Removal per 2 Wire pair - Loops greater than 18kft -Add'l **           ULM2G     $23.77
                NRC - Load Coil/Equipment Removal per 4 Wire pair - Loops less than or equal to 18kft **         ULM4L     $65.40
                NRC - Load Coil/Equipment Removal per 4 Wire pair - Loops greater than 18kft - 1st **            ULM4G     $710.71
                NRC - Load Coil/Equipment Removal per 4 Wire pair - Loops greater than 18kft -Add'l **           ULM4G     $23.77
                NRC - Bridge Tap Removal per pair unloaded **                                                    ULMBT     $65.44

       UNBUNDLED SUB-LOOPS
       SUB-LOOP DISTRIBUTION
            Cross-Box Set-Up
                NRC - Set-Up per Cross Box location in the field - CLEC Feeder Facility set-up                   USBSA     $711.78
                NRC - Set-Up per Cross Box location in the field - per 25 pair panel set-up                      USBSB     $45.28
                NRC - Set-Up per Building Equipment Room - CLEC Feeder Facility set-up                           USBSC     $333.44
                NRC - Set-Up per Building Equipment Room - per 25 pair panel set-up                              USBSD     $109.85
       Loop Distribution per 2-Wire Analog VG Sub-Loop, per month                                                USBN2       NA
                Zone 1, per month                                                                                USBN2      $9.36
                Zone 2, per month                                                                                USBN2     $12.49
                Zone 3, per month                                                                                USBN2     $16.13
                Zone 4, per month                                                                                USBN2       NA
                NRC - 1st                                                                                        USBN2     $139.20
                NRC - Add'l                                                                                      USBN2     $61.94
                NRC - Disconnect Charge - 1st                                                                    USBN2     $98.49
                NRC - Disconnect Charge - Add'l                                                                  USBN2     $13.08
                NRC - Service Order submitted Electronically, per LSR                                            SOMEC      $2.75
                NRC - Service Order submitted Electronically, per LSR - Disconnect                               SOMEC      $0.42
</TABLE>


<PAGE>

<TABLE>
<CAPTION>
                                                                   Attachment 11
                                                                         Table 1
                                                                 Rates - 9 of 65

                          BELLSOUTH/ITC-DELTACOM RATES
                                NETWORK ELEMENTS
                               AND OTHER SERVICES
--------------------------------------------------------------------------------------------------------------------------
<S>             <C>                                                                         <C>                 <C>

                NRC - Service Order submitted Manually, per LSR                               SOMAN            $21.56
                NRC - Service Order submitted Manually, per LSR, Disconnect                   SOMAN             $3.84
                NRC - Incremental Charge - Manual Service Order - 1st                         SOMAN              NA
                NRC - Incremental Charge - Manual Service Order - Add'l                       SOMAN              NA
                NRC - Incremental Charge - Manual Service Order - Disconnect                  SOMAN              NA
                NRC - Incremental Charge - Manual Order Coordination - per loop               USBMC            $16.31
       Loop Distribution per 4-Wire Analog VG Sub-Loop, per month                             USBN4              NA
                Zone 1, per month                                                             USBN4            $10.12
                Zone 2, per month                                                             USBN4            $18.29
                Zone 3, per month                                                             USBN4            $26.09
                Zone 4, per month                                                             USBN4              NA
                NRC - 1st                                                                     USBN4            $165.68
                NRC - Add'l                                                                   USBN4            $88.42
                NRC - Disconnect Charge - 1st                                                 USBN4            $104.31
                NRC - Disconnect Charge - Add'l                                               USBN4            $17.15
                NRC - Service Order submitted Electronically, per LSR                         SOMEC             $2.75
                NRC - Service Order submitted Electronically, per LSR - Disconnect            SOMEC             $0.42
                NRC - Service Order submitted Manually, per LSR                               SOMAN            $21.56
                NRC - Service Order submitted Manually, per LSR, Disconnect                   SOMAN             $3.84
                NRC - Incremental Charge - Manual Service Order - 1st                         SOMAN              NA
                NRC - Incremental Charge - Manual Service Order - Add'l                       SOMAN              NA
                NRC - Incremental Charge - Manual Service Order - Disconnect                  SOMAN              NA
                NRC - Incremental Charge - Manual Order Coordination - per loop               USBMC            $16.31
       Loop Distribution per 2 Wire Unbundled Copper Sub-Loop, per month                      UCS2X              NA
                Zone 1, per month                                                             UCS2X             $7.91
                Zone 2, per month                                                             UCS2X            $10.37
                Zone 3, per month                                                             UCS2X            $12.76
                Zone 4, per month                                                             UCS2X              NA
                NRC - 1st                                                                     UCS2X            $139.20
                NRC - Add'l                                                                   UCS2X            $61.94
                NRC - Disconnect Charge - 1st                                                 UCS2X            $98.49
                NRC - Disconnect Charge - Add'l                                               UCS2X            $13.08
                NRC - Service Order submitted Electronically, per LSR                         SOMEC             $2.75
                NRC - Service Order submitted Electronically, per LSR - Disconnect            SOMEC             $0.42
                NRC - Service Order submitted Manually, per LSR                               SOMAN            $21.56
                NRC - Service Order submitted Manually, per LSR, Disconnect                   SOMAN             $3.84
                NRC - Incremental Charge - Manual Service Order - 1st                         SOMAN              NA
                NRC - Incremental Charge - Manual Service Order - Add'l                       SOMAN              NA
                NRC - Incremental Charge - Manual Service Order - Disconnect                  SOMAN              NA
                NRC - Incremental Charge - Manual Order Coordination - per loop               USBMC            $16.31
       Loop Distribution per 4 Wire Unbundled Copper Sub-Loop, per month                      UCS4X              NA
                Zone 1, per month                                                             UCS4X             $7.11
                Zone 2, per month                                                             UCS4X            $11.26
                Zone 3, per month                                                             UCS4X            $16.92
                Zone 4, per month                                                             UCS4X              NA
                NRC - 1st                                                                     UCS4X            $165.68
                NRC - Add'l                                                                   UCS4X            $88.42
                NRC - Disconnect Charge - 1st                                                 UCS4X            $104.31
                NRC - Disconnect Charge - Add'l                                               UCS4X            $17.15
                NRC - Service Order submitted Electronically, per LSR                         SOMEC             $2.75
                NRC - Service Order submitted Electronically, per LSR - Disconnect            SOMEC             $0.42
                NRC - Service Order submitted Manually, per LSR                               SOMAN            $21.56
                NRC - Service Order submitted Manually, per LSR, Disconnect                   SOMAN             $3.84
                NRC - Incremental Charge - Manual Service Order - 1st                         SOMAN              NA
                NRC - Incremental Charge - Manual Service Order - Add'l                       SOMAN              NA
                NRC - Incremental Charge - Manual Service Order - Disconnect                  SOMAN              NA
                NRC - Incremental Charge - Manual Order Coordination - per loop               USBMC            $16.31
       Sub-Loop-Intrabldg Ntwk Cable (aka riser cable), 2W analog, per mo                     USBR2             $3.87
                NRC - 1st                                                                     USBR2            $113.62
                NRC - Add'l                                                                   USBR2            $36.36
                NRC - Disconnect Charge - 1st                                                 USBR2            $98.49
                NRC - Disconnect Charge - Add'l                                               USBR2            $13.08
                NRC - Service Order submitted Electronically, per LSR                         SOMEC             $2.75
                NRC - Service Order submitted Electronically, per LSR - Disconnect            SOMEC             $0.42
                NRC - Service Order submitted Manually, per LSR                               SOMAN            $21.56
                NRC - Service Order submitted Manually, per LSR, Disconnect                   SOMAN             $3.84
                NRC - Incremental Charge - Manual Service Order - 1st                         SOMAN              NA
                NRC - Incremental Charge - Manual Service Order - Add'l                       SOMAN              NA
                NRC - Incremental Charge - Manual Service Order - Disconnect                  SOMAN              NA
                NRC - Incremental Charge - Manual Order Coordination - per loop               USBMC            $16.31
       Sub-Loop-Intrabldg Ntwk Cable (aka riser cable), 4W analog, per mo                     USBR4             $7.20
                NRC - 1st                                                                     USBR4            $126.10
                NRC - Add'l                                                                   USBR4            $48.84
                NRC - Disconnect Charge - 1st                                                 USBR4            $104.31
                NRC - Disconnect Charge - Add'l                                               USBR4            $17.15
                NRC - Service Order submitted Electronically, per LSR                         SOMEC             $2.75
                NRC - Service Order submitted Electronically, per LSR - Disconnect            SOMEC             $0.42
</TABLE>


<PAGE>

<TABLE>
<CAPTION>
                                                                   Attachment 11
                                                                         Table 1
                                                                Rates - 10 of 65

                          BELLSOUTH/ITC-DELTACOM RATES
                                NETWORK ELEMENTS
                               AND OTHER SERVICES
----------------------------------------------------------------------------------------------------------------------------
<S>             <C>                                                                         <C>                 <C>
                NRC - Service Order submitted Manually, per LSR                                    SOMAN            $21.56
                NRC - Service Order submitted Manually, per LSR, Disconnect                        SOMAN             $3.84
                NRC - Incremental Charge - Manual Service Order - 1st                              SOMAN              NA
                NRC - Incremental Charge - Manual Service Order - Add'l                            SOMAN              NA
                NRC - Incremental Charge - Manual Service Order - Disconnect                       SOMAN              NA
                NRC - Incremental Charge - Manual Order Coordination - per loop                    USBMC            $16.31

       SUB-LOOP FEEDER

            Cross-Box Set-Up

                NRC - DS0 Set-Up per Cross Box location - CLEC Distribution Facility set-up        USBFW            711.78
                NRC - DS0 Set-Up per Cross Box location - per 25 pair panel set-up                 USBFX             45.28
                NRC - DS1 Set-Up per Cross Box location - CLEC Distribution Facility set-up        USBFY            711.78
                NRC - DS1 Set-Up per Cross Box location - per pair panel set-up                    USBFZ             45.28

       2-Wire Analog VG Ground-Start Unbundled Sub-Loop Feeder, per month                          USBFA              NA
                Zone 1, per month                                                                  USBFA            $10.75
                Zone 2, per month                                                                  USBFA            $11.57
                Zone 3, per month                                                                  USBFA            $13.51
                Zone 4, per month                                                                  USBFA              NA
                NRC - 1st                                                                          USBFA            $193.62
                NRC - Add'l                                                                        USBFA            $113.00
                NRC - Disconnect Charge - 1st                                                      USBFA            $116.59
                NRC - Disconnect Charge - Add'l                                                    USBFA            $26.70
                NRC - Service Order submitted Electronically, per LSR                              SOMEC             $2.75
                NRC - Service Order submitted Electronically, per LSR - Disconnect                 SOMEC             $0.42
                NRC - Service Order submitted Manually, per LSR                                    SOMAN            $21.56
                NRC - Service Order submitted Manually, per LSR, Disconnect                        SOMAN             $3.84
                NRC - Incremental Charge - Manual Service Order - 1st                              SOMAN              NA
                NRC - Incremental Charge - Manual Service Order - Add'l                            SOMAN              NA
                NRC - Incremental Charge - Manual Service Order - Disconnect                       SOMAN              NA

       2-Wire Analog VG Loop-Start Unbundled Sub-Loop Feeder, per month                            USBFB              NA
                Zone 1, per month                                                                  USBFB            $10.75
                Zone 2, per month                                                                  USBFB            $11.57
                Zone 3, per month                                                                  USBFB            $13.51
                Zone 4, per month                                                                  USBFB              NA
                NRC - 1st                                                                          USBFB            $193.62
                NRC - Add'l                                                                        USBFB            $113.00
                NRC - Disconnect Charge - 1st                                                      USBFB            $116.59
                NRC - Disconnect Charge - Add'l                                                    USBFB            $26.70
                NRC - Service Order submitted Electronically, per LSR                              SOMEC             $2.75
                NRC - Service Order submitted Electronically, per LSR - Disconnect                 SOMEC             $0.42
                NRC - Service Order submitted Manually, per LSR                                    SOMAN            $21.56
                NRC - Service Order submitted Manually, per LSR, Disconnect                        SOMAN             $3.84
                NRC - Incremental Charge - Manual Service Order - 1st                              SOMAN              NA
                NRC - Incremental Charge - Manual Service Order - Add'l                            SOMAN              NA
                NRC - Incremental Charge - Manual Service Order - Disconnect                       SOMAN              NA

       2-Wire Analog VG Reverse Battery Unb Sub-Loop Feeder, per month                             USBFC              NA
                Zone 1, per month                                                                  USBFC            $10.75
                Zone 2, per month                                                                  USBFC            $11.57
                Zone 3, per month                                                                  USBFC            $13.51
                Zone 4, per month                                                                  USBFC              NA
                NRC - 1st                                                                          USBFC            $193.62
                NRC - Add'l                                                                        USBFC            $113.00
                NRC - Disconnect Charge - 1st                                                      USBFC            $116.59
                NRC - Disconnect Charge - Add'l                                                    USBFC            $26.70
                NRC - Service Order submitted Electronically, per LSR                              SOMEC             $2.75
                NRC - Service Order submitted Electronically, per LSR - Disconnect                 SOMEC             $0.42
                NRC - Service Order submitted Manually, per LSR                                    SOMAN            $21.56
                NRC - Service Order submitted Manually, per LSR, Disconnect                        SOMAN             $3.84
                NRC - Incremental Charge - Manual Service Order - 1st                              SOMAN              NA
                NRC - Incremental Charge - Manual Service Order - Add'l                            SOMAN              NA
                NRC - Incremental Charge - Manual Service Order - Disconnect                       SOMAN              NA

       4-Wire Analog VG Ground-Start Unbundled Sub-Loop Feeder, per month                          USBFD              NA
                Zone 1, per month                                                                  USBFD            $23.35
                Zone 2, per month                                                                  USBFD            $27.94
                Zone 3, per month                                                                  USBFD            $40.51
                Zone 4, per month                                                                  USBFD              NA
                NRC - 1st                                                                          USBFD            $222.74
                NRC - Add'l                                                                        USBFD            $140.22
                NRC - Disconnect Charge - 1st                                                      USBFD            $127.64
                NRC - Disconnect Charge - Add'l                                                    USBFD            $32.91
                NRC - Service Order submitted Electronically, per LSR                              SOMEC             $2.75
                NRC - Service Order submitted Electronically, per LSR - Disconnect                 SOMEC             $0.42
                NRC - Service Order submitted Manually, per LSR                                    SOMAN            $21.56
</TABLE>

<PAGE>

<TABLE>
<CAPTION>

                                                                   Attachment 11
                                                                         Table 1
                                                                Rates - 11 of 65

                          BELLSOUTH/ITC-DELTACOM RATES
                                NETWORK ELEMENTS
                               AND OTHER SERVICES
--------------------------------------------------------------------------------------------------------------------------
<S>             <C>                                                                         <C>                 <C>

                NRC - Service Order submitted Manually, per LSR, Disconnect               SOMAN             $3.84
                NRC - Incremental Charge - Manual Service Order - 1st                     SOMAN              NA
                NRC - Incremental Charge - Manual Service Order - Add'l                   SOMAN              NA
                NRC - Incremental Charge - Manual Service Order - Disconnect              SOMAN              NA

       4-Wire Analog VG Loop-Start Unbundled Sub-Loop Feeder, per month                   USBFE              NA
                Zone 1, per month                                                         USBFE            $23.35
                Zone 2, per month                                                         USBFE            $27.94
                Zone 3, per month                                                         USBFE            $40.51
                Zone 4, per month                                                         USBFE              NA
                NRC - 1st                                                                 USBFE            $222.74
                NRC - Add'l                                                               USBFE            $140.22
                NRC - Disconnect Charge - 1st                                             USBFE            $127.64
                NRC - Disconnect Charge - Add'l                                           USBFE            $32.91
                NRC - Service Order submitted Electronically, per LSR                     SOMEC             $2.75
                NRC - Service Order submitted Electronically, per LSR - Disconnect        SOMEC             $0.42
                NRC - Service Order submitted Manually, per LSR                           SOMAN            $21.56
                NRC - Service Order submitted Manually, per LSR, Disconnect               SOMAN             $3.84
                NRC - Incremental Charge - Manual Service Order - 1st                     SOMAN              NA
                NRC - Incremental Charge - Manual Service Order - Add'l                   SOMAN              NA
                NRC - Incremental Charge - Manual Service Order - Disconnect              SOMAN              NA

       2-Wire ISDN Unbundled Sub-Loop Feeder, per month                                   USBFF              NA
                Zone 1, per month                                                         USBFF            $22.39
                Zone 2, per month                                                         USBFF            $25.85
                Zone 3, per month                                                         USBFF            $26.12
                Zone 4, per month                                                         USBFF      NA
                NRC - 1st                                                                 USBFF            $222.74
                NRC - Add'l                                                               USBFF            $140.22
                NRC - Disconnect Charge - 1st                                             USBFF            $127.64
                NRC - Disconnect Charge - Add'l                                           USBFF            $32.91
                NRC - Service Order submitted Electronically, per LSR                     SOMEC             $2.75
                NRC - Service Order submitted Electronically, per LSR - Disconnect        SOMEC             $0.42
                NRC - Service Order submitted Manually, per LSR                           SOMAN            $21.56
                NRC - Service Order submitted Manually, per LSR, Disconnect               SOMAN             $3.84
                NRC - Incremental Charge - Manual Service Order - 1st                     SOMAN              NA
                NRC - Incremental Charge - Manual Service Order - Add'l                   SOMAN              NA
                NRC - Incremental Charge - Manual Service Order - Disconnect              SOMAN              NA

       4-Wire DSI Unbundled Sub-Loop Feeder, per month                                    USBFG              NA
                Zone 1, per month                                                         USBFG            $56.00
                Zone 2, per month                                                         USBFG            $80.13
                Zone 3, per month                                                         USBFG            $156.12
                Zone 4, per month                                                         USBFG              NA
                NRC - 1st                                                                 USBFG            $211.55
                NRC - Add'l                                                               USBFG            $129.04
                NRC - Disconnect Charge - 1st                                             USBFG            $127.78
                NRC - Disconnect Charge - Add'l                                           USBFG            $33.06
                NRC - Service Order submitted Electronically, per LSR                     SOMEC             $2.75
                NRC - Service Order submitted Electronically, per LSR - Disconnect        SOMEC             $0.42
                NRC - Service Order submitted Manually, per LSR                           SOMAN            $21.56
                NRC - Service Order submitted Manually, per LSR, Disconnect               SOMAN             $3.84
                NRC - Incremental Charge - Manual Service Order - 1st                     SOMAN              NA
                NRC - Incremental Charge - Manual Service Order - Add'l                   SOMAN              NA
                NRC - Incremental Charge - Manual Service Order - Disconnect              SOMAN              NA

       2-Wire Copper Unbundled Sub-Loop Feeder, per month                                 USBFH              NA
                Zone 1, per month                                                         USBFH            $11.01
                Zone 2, per month                                                         USBFH             $9.78
                Zone 3, per month                                                         USBFH             $7.83
                Zone 4, per month                                                         USBFH              NA
                NRC - 1st                                                                 USBFH            $175.18
                NRC - Add'l                                                               USBFH            $92.66
                NRC - Disconnect Charge - 1st                                             USBFH            $113.67
                NRC - Disconnect Charge - Add'l                                           USBFH            $20.84
                NRC - Service Order submitted Electronically, per LSR                     SOMEC             $2.75
                NRC - Service Order submitted Electronically, per LSR - Disconnect        SOMEC             $0.42
                NRC - Service Order submitted Manually, per LSR                           SOMAN            $21.56
                NRC - Service Order submitted Manually, per LSR, Disconnect               SOMAN             $3.84
                NRC - Incremental Charge - Manual Service Order - 1st                     SOMAN              NA
                NRC - Incremental Charge - Manual Service Order - Add'l                   SOMAN              NA
                NRC - Incremental Charge - Manual Service Order - Disconnect              SOMAN              NA
                NRC - Incremental Charge - Manual Order Coordination - per loop           USBMC            $16.31

       4-Wire Copper Unbundled Sub-Loop Feeder, per month                                 USBFJ              NA
                Zone 1, per month                                                         USBFJ            $20.59
                Zone 2, per month                                                         USBFJ            $21.48
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
                                                                   Attachment 11
                                                                         Table 1
                                                                Rates - 12 of 65

                          BELLSOUTH/ITC-DELTACOM RATES
                                NETWORK ELEMENTS
                               AND OTHER SERVICES
------------------------------------------------------------------------------------------------------------------------------------
<S>             <C>                                                                         <C>                 <C>
                Zone 3, per month                                                             USBFJ            $17.70
                Zone 4, per month                                                             USBFJ              NA
                NRC - 1st                                                                     USBFJ            $209.61
                NRC - Add'l                                                                   USBFJ            $127.09
                NRC - Disconnect Charge - 1st                                                 USBFJ            $119.80
                NRC - Disconnect Charge - Add'l                                               USBFJ            $25.07
                NRC - Service Order submitted Electronically, per LSR                         SOMEC             $2.75
                NRC - Service Order submitted Electronically, per LSR - Disconnect            SOMEC             $0.42
                NRC - Service Order submitted Manually, per LSR                               SOMAN            $21.56
                NRC - Service Order submitted Manually, per LSR, Disconnect                   SOMAN             $3.84
                NRC - Incremental Charge - Manual Service Order - 1st                         SOMAN              NA
                NRC - Incremental Charge - Manual Service Order - Add'l                       SOMAN              NA
                NRC - Incremental Charge - Manual Service Order - Disconnect                  SOMAN              NA
                NRC - Incremental Charge - Manual Order Coordination - per loop               USBMC            $16.31

       4-Wire 2.4 KBPS Digital Unbundled Sub-Loop Feeder, per month                           USBFK              NA
                Zone 1, per month                                                             USBFK            $24.89
                Zone 2, per month                                                             USBFK            $28.83
                Zone 3, per month                                                             USBFK            $29.16
                Zone 4, per month                                                             USBFK              NA
                NRC - 1st                                                                     USBFK            $211.32
                NRC - Add'l                                                                   USBFK            $128.81
                NRC - Disconnect Charge - 1st                                                 USBFK            $127.64
                NRC - Disconnect Charge - Add'l                                               USBFK            $32.91
                NRC - Service Order submitted Electronically, per LSR                         SOMEC             $2.75
                NRC - Service Order submitted Electronically, per LSR - Disconnect            SOMEC             $0.42
                NRC - Service Order submitted Manually, per LSR                               SOMAN            $21.56
                NRC - Service Order submitted Manually, per LSR, Disconnect                   SOMAN             $3.84
                NRC - Incremental Charge - Manual Service Order - 1st                         SOMAN              NA
                NRC - Incremental Charge - Manual Service Order - Add'l                       SOMAN              NA
                NRC - Incremental Charge - Manual Service Order - Disconnect                  SOMAN              NA

       4-Wire 4.8 KBPS Digital Unbundled Sub-Loop Feeder, per month                           USBFL              NA
                Zone 1, per month                                                             USBFL            $24.89
                Zone 2, per month                                                             USBFL            $28.83
                Zone 3, per month                                                             USBFL            $29.16
                Zone 4, per month                                                             USBFL              NA
                NRC - 1st                                                                     USBFL            $211.32
                NRC - Add'l                                                                   USBFL            $128.81
                NRC - Disconnect Charge - 1st                                                 USBFL            $127.64
                NRC - Disconnect Charge - Add'l                                               USBFL            $32.91
                NRC - Service Order submitted Electronically, per LSR                         SOMEC             $2.75
                NRC - Service Order submitted Electronically, per LSR - Disconnect            SOMEC             $0.42
                NRC - Service Order submitted Manually, per LSR                               SOMAN            $21.56
                NRC - Service Order submitted Manually, per LSR, Disconnect                   SOMAN             $3.84
                NRC - Incremental Charge - Manual Service Order - 1st                         SOMAN              NA
                NRC - Incremental Charge - Manual Service Order - Add'l                       SOMAN              NA
                NRC - Incremental Charge - Manual Service Order - Disconnect                  SOMAN              NA

       4-Wire 9.6 KBPS Digital Unbundled Sub-Loop Feeder, per month                           USBFM              NA
                Zone 1, per month                                                             USBFM            $24.89
                Zone 2, per month                                                             USBFM            $28.83
                Zone 3, per month                                                             USBFM            $29.16
                Zone 4, per month                                                             USBFM              NA
                NRC - 1st                                                                     USBFM            $211.32
                NRC - Add'l                                                                   USBFM            $128.81
                NRC - Disconnect Charge - 1st                                                 USBFM            $127.64
                NRC - Disconnect Charge - Add'l                                               USBFM            $32.91
                NRC - Service Order submitted Electronically, per LSR                         SOMEC             $2.75
                NRC - Service Order submitted Electronically, per LSR - Disconnect            SOMEC             $0.42
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
                                                                   Attachment 11
                                                                         Table 1
                                                                Rates - 13 of 65

                          BELLSOUTH/ITC-DELTACOM RATES
                                NETWORK ELEMENTS
                               AND OTHER SERVICES
------------------------------------------------------------------------------------------------------------------------------------
<S>             <C>                                                                         <C>                 <C>
                NRC - Service Order submitted Manually, per LSR                                  SOMAN            $21.56
                NRC - Service Order submitted Manually, per LSR, Disconnect                      SOMAN             $3.84
                NRC - Incremental Charge - Manual Service Order - 1st                            SOMAN              NA
                NRC - Incremental Charge - Manual Service Order - Add'l                          SOMAN              NA
                NRC - Incremental Charge - Manual Service Order - Disconnect                     SOMAN              NA

       4-Wire 19.2 KBPS Digital Unbundled Sub-Loop Feeder, per month                             USBFN              NA
                Zone 1, per month                                                                USBFN            $24.89
                Zone 2, per month                                                                USBFN            $28.83
                Zone 3, per month                                                                USBFN            $29.16
                Zone 4, per month                                                                USBFN              NA
                NRC - 1st                                                                        USBFN            $211.32
                NRC - Add'l                                                                      USBFN            $128.81
                NRC - Disconnect Charge - 1st                                                    USBFN            $127.64
                NRC - Disconnect Charge - Add'l                                                  USBFN            $32.91
                NRC - Service Order submitted Electronically, per LSR                            SOMEC             $2.75
                NRC - Service Order submitted Electronically, per LSR - Disconnect               SOMEC             $0.42
                NRC - Service Order submitted Manually, per LSR                                  SOMAN            $21.56
                NRC - Service Order submitted Manually, per LSR, Disconnect                      SOMAN             $3.84
                NRC - Incremental Charge - Manual Service Order - 1st                            SOMAN              NA
                NRC - Incremental Charge - Manual Service Order - Add'l                          SOMAN              NA
                NRC - Incremental Charge - Manual Service Order - Disconnect                     SOMAN              NA

       4-Wire 56 KBPS Digital Unbundled Sub-Loop Feeder, per month                               USBFO              NA
                Zone 1, per month                                                                USBFO            $24.89
                Zone 2, per month                                                                USBFO            $28.83
                Zone 3, per month                                                                USBFO            $29.16
                Zone 4, per month                                                                USBFO              NA
                NRC - 1st                                                                        USBFO            $211.32
                NRC - Add'l                                                                      USBFO            $128.81
                NRC - Disconnect Charge - 1st                                                    USBFO            $127.64
                NRC - Disconnect Charge - Add'l                                                  USBFO            $32.91
                NRC - Service Order submitted Electronically, per LSR                            SOMEC             $2.75
                NRC - Service Order submitted Electronically, per LSR - Disconnect               SOMEC             $0.42
                NRC - Service Order submitted Manually, per LSR                                  SOMAN            $21.56
                NRC - Service Order submitted Manually, per LSR, Disconnect                      SOMAN             $3.84
                NRC - Incremental Charge - Manual Service Order - 1st                            SOMAN              NA
                NRC - Incremental Charge - Manual Service Order - Add'l                          SOMAN              NA
                NRC - Incremental Charge - Manual Service Order - Disconnect                     SOMAN              NA

       4-Wire 64 KBPS Digital Unbundled Sub-Loop Feeder, per month                               USBFP              NA
                Zone 1, per month                                                                USBFP            $24.89
                Zone 2, per month                                                                USBFP            $28.83
                Zone 3, per month                                                                USBFP            $29.16
                Zone 4, per month                                                                USBFP              NA
                NRC - 1st                                                                        USBFP            $211.32
                NRC - Add'l                                                                      USBFP            $128.81
                NRC - Disconnect Charge - 1st                                                    USBFP            $127.64
                NRC - Disconnect Charge - Add'l                                                  USBFP            $32.91
                NRC - Service Order submitted Electronically, per LSR                            SOMEC             $2.75
                NRC - Service Order submitted Electronically, per LSR - Disconnect               SOMEC             $0.42
                NRC - Service Order submitted Manually, per LSR                                  SOMAN            $21.56
                NRC - Service Order submitted Manually, per LSR, Disconnect                      SOMAN             $3.84
                NRC - Incremental Charge - Manual Service Order - 1st                            SOMAN              NA
                NRC - Incremental Charge - Manual Service Order - Add'l                          SOMAN              NA
                NRC - Incremental Charge - Manual Service Order - Disconnect                     SOMAN              NA

       Unbundled Sub-Loop Modification

                NRC - Load Coil/Equipment Removal per 2 Wire pair - 1st                          ULM2X            $357.81
                NRC - Load Coil/Equipment Removal per 2 Wire pair - Add'l                        ULM2X             $8.15
                NRC - Load Coil/Equipment Removal per 4 Wire pair - 1st                          ULM4X            $357.81
                NRC - Load Coil/Equipment Removal per 4 Wire pair - Add'l                        ULM4X             $8.15
                NRC - Bridge Tap Removal per pair unloaded - 1st                                 ULMBT            $562.71
                NRC - Bridge Tap Removal per pair unloaded - Add'l                               ULMBT            $10.19

       Loop Make Up
                NRC - Loop Makeup - Preordering Without Reservation, per working
                facility queried (Manual) **                                                     UMKLW           $134.00
                Loop Makeup - Preordering Without Reservation, per spare
                facility queried (Manual) Maximum number of spare facilities
                per manual LMUSI is 3.**                                                         UMKLW           $134.00
                NRC - Loop Makeup - Preordering With Reservation, per
                spare facility queried (Manual) Max number of spare facilities
                per manual LMUSI is 3.**                                                         UMKLP           $140.00
                NRC - Loop Makeup - Preordering Without Reservation, per working
                facility queried (Mechanized)**                                                                    $1.08
                Loop Makeup - Preordering Without Reservation, per
                spare facility queried (Mechanized) Max number of spare
                facilities per mechanized LMUSI is 10.**                                                           $1.08
                Loop Makeup - Preordering With Reservation, per spare facility queried
                (Mechanized) Max number of spare facilities per mechanized
                LMUSI is 10.**                                                                                     $1.08

       Unbundled Network Terminating Wire, per pair, per month                                   UENPP             $0.46
                NRC - UNTW Pair, per pair                                                        UENPP            $65.35
                NRC - Disconnect Charge, per pair                                                UENPP              NA
                NRC - Service Order submitted Electronically, per LSR                            SOMEC             $2.75
                NRC - Service Order submitted Electronically, per LSR - Disconnect               SOMEC             $0.42
                NRC - Service Order submitted Manually, per LSR                                  SOMAN            $21.56
                NRC - Service Order submitted Manually, per LSR, Disconnect                      SOMAN             $3.84

       Sub-Loop Concentration - Channelization Sys (Outside CO)
                NRC - Service Order submitted Electronically, per LSR                            SOMEC             $2.75
                NRC - Service Order submitted Electronically, per LSR - Disconnect               SOMEC             $0.42
                NRC - Service Order submitted Manually, per LSR                                  SOMAN            $21.56
                NRC - Service Order submitted Manually, per LSR, Disconnect                      SOMAN             $3.84
                NRC - Incremental Charge - Manual Service Order - 1st                            SOMAN              NA
                NRC - Incremental Charge - Manual Service Order - Add'l                          SOMAN              NA
            TR008 - System A (96 channel capacity - channels 1-96), per month                    UCT8A            $477.76
                NRC - 1st                                                                        UCT8A            $408.22
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
                                                                   Attachment 11
                                                                         Table 1
                                                                Rates - 14 of 65

                          BELLSOUTH/ITC-DELTACOM RATES
                                NETWORK ELEMENTS
                               AND OTHER SERVICES
---------------------------------------------------------------------------------------------------------------------------
<S>             <C>                                                                         <C>                 <C>
                NRC - Add'l                                                             UCT8A            $222.37
                NRC-Disconnect, 1st                                                     UCT8A            $236.02
                NRC-Disconnect, Add'l                                                   UCT8A            $74.84
            TR008 - System B (96 channel capacity - channels 97-192), per month         UCT8B            $85.12
                NRC - 1st                                                               UCT8B            $408.22
                NRC - Add'l                                                             UCT8B            $222.37
                NRC-Disconnect, 1st                                                     UCT8B            $236.02
                NRC-Disconnect, Add'l                                                   UCT8B            $74.84
            TR303 - System A (96 channel capacity - channels 1-96), per month           UCT3A            $512.86
                NRC - 1st                                                               UCT3A            $408.22
                NRC - Add'l                                                             UCT3A            $222.37
                NRC-Disconnect, 1st                                                     UCT3A            $236.02
                NRC-Disconnect, Add'l                                                   UCT3A            $74.84
            TR303 - System B (96 channel capacity - channels 97-192), per month         UCT3B            $120.21
                NRC - 1st                                                               UCT3B            $408.22
                NRC - Add'l                                                             UCT3B            $222.37
                NRC-Disconnect, 1st                                                     UCT3B            $236.02
                NRC-Disconnect, Add'l                                                   UCT3B            $74.84
            DS1 Feeder Interface, per month                                             UCTFS              NA
                Zone 1, per month                                                       UCTFS            $56.65
                Zone 2, per month                                                       UCTFS            $65.86
                Zone 3, per month                                                       UCTFS            $107.08
                Zone 4, per month                                                       UCTFS              NA
                NRC 1st                                                                 UCTFS            $211.55
                NRC Add'l                                                               UCTFS            $129.04
                NRC-Disconnect, 1st                                                     UCTFS            $127.78
                NRC-Disconnect, Add'l                                                   UCTFS            $33.06
            Channel Interface-2 Wire Voice-Loop Start or Ground Start, per mo           ULCC2             $2.12
                NRC 1st                                                                 ULCC2            $21.07
                NRC Add'l                                                               ULCC2            $20.96
                NRC-Disconnect, 1st                                                     ULCC2             $9.99
                NRC-Disconnect, Add'l                                                   ULCC2             $9.93
            Channel Interface - 2 Wire ISDN, per month                                  ULCC1             $8.48
                NRC 1st                                                                 ULCC1            $21.07
                NRC Add'l                                                               ULCC1            $20.96
                NRC-Disconnect, 1st                                                     ULCC1             $9.99
                NRC-Disconnect, Add'l                                                   ULCC1             $9.93
            Channel Interface - 2 Wire Voice - Reverse Battery, per month               ULCCR            $12.61
            .   NRC 1st                                                                 ULCCR            $21.07
                NRC Add'l                                                               ULCCR            $20.96
                NRC-Disconnect, 1st                                                     ULCCR             $9.99
                NRC-Disconnect, Add'l                                                   ULCCR             $9.93
            Channel Interface - 4 Wire Voice (Specials Card), per month                 ULCC4             $7.52
                NRC 1st                                                                 ULCC4            $21.07
                NRC Add'l                                                               ULCC4            $20.96
                NRC-Disconnect, 1st                                                     ULCC4             $9.99
                NRC-Disconnect, Add'l                                                   ULCC4             $9.93
            Test Circuit, per month                                                     UCTTC            $36.76
                NRC 1st                                                                 UCTTC            $21.07
                NRC Add'l                                                               UCTTC            $20.96
                NRC-Disconnect, 1st                                                     UCTTC             $9.99
                NRC-Disconnect, Add'l                                                   UCTTC             $9.93
            Channel Interface - Digital 56Kbps, per month                               ULCC5            $11.14
                NRC 1st                                                                 ULCC5            $21.07
                NRC Add'l                                                               ULCC5            $20.96
                NRC-Disconnect, 1st                                                     ULCC5             $9.99
                NRC-Disconnect, Add'l                                                   ULCC5             $9.93
            Channel Interface - Digital 64Kbps, per month                               ULCC6            $11.14
                NRC 1st                                                                 ULCC6            $21.07
                NRC Add'l                                                               ULCC6            $20.96
                NRC-Disconnect, 1st                                                     ULCC6             $9.99
                NRC-Disconnect, Add'l                                                   ULCC6             $9.93
       Loop Concentration System (Inside C.O.)
                NRC - Service Order submitted Electronically, per LSR                   SOMEC             $2.75
                NRC - Service Order submitted Electronically, per LSR - Disconnect      SOMEC             $0.42
                NRC - Service Order submitted Manually, per LSR                         SOMAN            $21.56
                NRC - Service Order submitted Manually, per LSR, Disconnect             SOMAN             $3.84
                NRC - Incremental Charge - Manual Service Order - 1st                   SOMAN              NA
                NRC - Incremental Charge - Manual Service Order - Add'l                 SOMAN              NA
            TR008 -System A (96 channel capacity - channels 1-96), per month            UCT8A            $470.73
                NRC - 1st                                                               UCT8A            $651.05
                NRC - Add'l                                                             UCT8A              NA
                NRC-Disconnect, 1st                                                     UCT8A              NA
                NRC-Disconnect, Add'l                                                   UCT8A              NA
            TR008 -System B (96 channel capacity - channels 97-192), per month          UCT8B            $55.96
                NRC - 1st                                                               UCT8B            $271.27
                NRC - Add'l                                                             UCT8B              NA
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
                                                                   Attachment 11
                                                                         Table 1
                                                                Rates - 15 of 65

                          BELLSOUTH/ITC-DELTACOM RATES
                                NETWORK ELEMENTS
                               AND OTHER SERVICES
---------------------------------------------------------------------------------------------------------------------------
<S>             <C>                                                                         <C>                 <C>
                NRC-Disconnect, 1st                                                          UCT8B              NA
                NRC-Disconnect, Add'l                                                        UCT8B              NA
            TR303 - System A (96 channel capacity - channels 1-96), per month                UCT3A            $510.37
                NRC - 1st                                                                    UCT3A            $651.05
                NRC - Add'l                                                                  UCT3A              NA
                NRC-Disconnect, 1st                                                          UCT3A              NA
                NRC-Disconnect, Add'l                                                        UCT3A              NA
            TR303 - System B (96 channel capacity - channels 97-192), per month              UCT3B            $94.30
                NRC - 1st                                                                    UCT3B            $271.27
                NRC - Add'l                                                                  UCT3B              NA
                NRC-Disconnect, 1st                                                          UCT3B              NA
                NRC-Disconnect, Add'l                                                        UCT3B              NA
            DS1 Interface, per month                                                         UCTCO             $5.28
                NRC 1st                                                                      UCTCO            $126.61
                NRC Add'l                                                                    UCTCO            $92.17
                NRC-Disconnect, 1st                                                          UCTCO            $31.11
                NRC-Disconnect, Add'l                                                        UCTCO             $8.71
            Channel Interface-2 Wire Voice-Loop Start or Ground Start, per month             ULCC2             $2.10
                NRC 1st                                                                      ULCC2            $21.07
                NRC Add'l                                                                    ULCC2            $20.96
                NRC-Disconnect, 1st                                                          ULCC2             $9.99
                NRC-Disconnect, Add'l                                                        ULCC2             $9.93
            Channel Interface - 2 Wire ISDN, per month                                       ULCC1             $8.38
                NRC 1st                                                                      ULCC1            $21.07
                NRC Add'l                                                                    ULCC1            $20.96
                NRC-Disconnect, 1st                                                          ULCC1             $9.99
                NRC-Disconnect, Add'l                                                        ULCC1             $9.93
            Channel Interface - 2 Wire Voice - Reverse Battery, per month                    ULCCR            $12.46
            .   NRC 1st                                                                      ULCCR            $21.07
                NRC Add'l                                                                    ULCCR            $20.96
                NRC-Disconnect, 1st                                                          ULCCR             $9.99
                NRC-Disconnect, Add'l                                                        ULCCR             $9.93
            Channel Interface - 4 Wire Voice, per month                                      ULCC4             $7.43
                NRC 1st                                                                      ULCC4            $21.07
                NRC Add'l                                                                    ULCC4            $20.96
                NRC-Disconnect, 1st                                                          ULCC4             $9.99
                NRC-Disconnect, Add'l                                                        ULCC4             $9.93
            Test Circuit, per month                                                          UCTTC             36.31
                NRC 1st                                                                      UCTTC            $21.07
                NRC Add'l                                                                    UCTTC            $20.96
                NRC-Disconnect, 1st                                                          UCTTC             $9.99
                NRC-Disconnect, Add'l                                                        UCTTC             $9.93
            Channel Interface - Digital 56Kbps, per month                                    ULCC5            $11.01
                NRC 1st                                                                      ULCC5            $21.07
                NRC Add'l                                                                    ULCC5            $20.96
                NRC-Disconnect, 1st                                                          ULCC5             $9.99
                NRC-Disconnect, Add'l                                                        ULCC5             $9.93
            Channel Interface - Digital 64Kbps, per month                                    ULCC6            $11.01
                NRC 1st                                                                      ULCC6            $21.07
                NRC Add'l                                                                    ULCC6            $20.96
                NRC-Disconnect, 1st                                                          ULCC6             $9.99
                NRC-Disconnect, Add'l                                                        ULCC6             $9.93

       LINE SHARING
                2-Wire analog VG (SL1) for Line Sharing
                RC - per month (Note 3) **                                                                      TBD
                NRC - 1st (Note 3) **                                                                           TBD
                NRC -  Add'l (Note 3) **                                                                        TBD

                System Splitter - 96 Line Capacity
                RC - Per month **                                                            ULSDA            $100.00
                NRC - 1st  **                                                                ULSDA            $150.00
                NRC - Addl **                                                                ULSDA             $0.00
                NRC - Disconnect 1st **                                                      ULSDA            $150.00
                NRC - Disconnect Add'l **                                                    ULSDA             $0.00

                System Splitter - 24 Line Capacity
                RC - Per month **                                                            ULSDB            $25.00
                NRC - 1st  **                                                                ULSDB            $150.00
                NRC - Addl **                                                                ULSDB             $0.00
                NRC - Disconnect 1st **                                                      ULSDB            $150.00
                NRC - Disconnect Add'l **                                                    ULSDB             $0.00

                Loop Capacity, Line Activation Per Occurrence
                RC - Per Month **                                                            ULSDC             $6.00
                NRC - 1st  **                                                                ULSDC            $40.00
                NRC - Addl **                                                                ULSDC            $22.00
</TABLE>


<PAGE>

<TABLE>
<CAPTION>
                                                                   Attachment 11
                                                                         Table 1
                                                                Rates - 16 of 65

                          BELLSOUTH/ITC-DELTACOM RATES
                                NETWORK ELEMENTS
                               AND OTHER SERVICES
---------------------------------------------------------------------------------------------------------------------------
<S>             <C>                                                                         <C>                 <C>

                NRC - Service Order submitted Electronically, per LSR                        SOMEC             $2.75
                NRC - Service Order submitted Electronically, per LSR - Disconnect           SOMEC             $0.42
                NRC - Service Order submitted Manually, per LSR                              SOMAN            $21.56
                NRC - Service Order submitted Manually, per LSR, Disconnect                  SOMAN             $3.84
                NRC - Incremental Charge - Manual Service Order - 1st                        SOMAN              NA
                NRC - Incremental Charge - Manual Service Order - Add'l                      SOMAN              NA
                NRC - Incremental Charge - Manual Service Order - Disconnect                 SOMAN              NA

                Subsequent Activity - Per Occurrence

                NRC - 1st **                                                                 ULSDS            $30.00
                NRC - Addl **                                                                ULSDS            $15.00
</TABLE>

                * Interim Rates subject to true-up
               ** TN rates are interim and subject to true-up.

       NOTES:

          1    In states where a specific NRC for customer transfer, feature
               additions and changes is not stated, the applicable NRC from the
               appropriate tariff applies.

          2    Geographically Deaveraged UNE Zones and applicable rates have
               been established for certain services, as shown in this
               Agreement. Where Geographically Deaveraged UNE Zones and
               applicable rates are established, Statewide rates are obsolete.
               Further, BellSouth is in the process of enhancing its billing
               systems in order to accomodate this Geographically Deaveraged UNE
               Zone Rate Structure. Until these enhancements are accomplished,
               estimated to be mid 2001, the UNE Zone 1 rate will be billed for
               all services residing in Zones 1, 2, 3 or 4, i.e., Rates for
               services residing in UNE Zones 2, 3 and UNE Zone 4, where
               applicable, will not be billed. Once billing enhancements are
               complete, all applicable UNE Zone rates reflected in this
               Agreement will be billed. Reference Internet Website
               http://www.interconnection.bellsouth.com/become_clec/
               docs/interconnection/deavuzns.pdf to view Geographically
               Deaveraged UNE Zone Designations by Central Office. There will be
               no retroactive true-up for Zones 2,

          3    The recurring interim and nonrecurring interim rates in TN for
               2-Wire analog VG (SL1) for Line Sharing is for a stand-alone loop
               purchased by CLEC-1 to provide both analog voice service and xDSL
               services or in the event CLEC-1 wishes to continue providing xDSL
               services to an end-user who terminates its BellSouth-provided
               voice service. These rates apply when CLEC-1 purchases the
               splitter from BellSouth.

         4     If no rate is identified in the contract, the rate for the
               specific service or function will be as ordered by the Commision.
               If the Commission has not ordered a rate then the rates will be
               as set forth in applicable BellSouth tariff or as negotiated by
               the Parties upon request by either Party.

         5     The prices that ITC/\DeltaCom shall pay to BellSouth for Network
               Elements and Other Services are as set forth in Attachment 11. It
               is the intent of the Parties that where applicable state
               commissions have approved rates for network elements and other
               services set forth in this Agreement as of the date of the date
               hereof, such rates have been included in Attachment 11.


<PAGE>

<TABLE>
<CAPTION>
                                                                   Attachment 11
                                                                         Table 1
                                                                Rates - 17 of 65

                          BELLSOUTH/ITC-DELTACOM RATES
                                NETWORK ELEMENTS
                               AND OTHER SERVICES
------------------------------------------------------------------------------------------------------------------------------------
<S>             <C>                                                                                                <C>      <C>
    DESCRIPTION                                                                                                    USOC       FL
 LOCAL EXCHANGE SWITCHING (PORTS)
    2-Wire Analog Line Port (Res., Bus.), per month
              2-Wire Voice Grade Line Port (Residence), per month
              2- wire voice unbundled port - residence                                                             UEPRL     $1.62
              2-wire voice unbundled port  with caller ID - residence                                              UEPRC     $1.62
              2-wire voice unbundled port outgoing only - residence                                                UEPRO     $1.62
              2-wire voice grade unbundled Alabama extended local dialing parity port with caller ID               UEPAR      NA
              2-wire voice grade unbundled Kentucky extended local dialing parity port with caller ID              UEPRM      NA
              2-wire voice grade unbundled Louisiana extended local dialing parity port with caller ID             UEPAS      NA
              2-wire voice grade unbundled Mississippi extended local dialing parity port with caller ID           UEPAT      NA
              2-wire voice grade unbundled South Carolina extended local dialing parity port with caller ID        UEPAU      NA
              2-wire voice grade unbundled Tennessee extended local dialing parity port with caller ID             UEPAQ      NA
              2-wire voice unbundled Florida area calling with caller ID - residence                               UEPAF     $1.62
              2-wire voice unbundled Louisiana Area Plus with caller ID - residence (RUL)                          UEPAG      NA
              2-wire voice unbundled Louisiana Area Plus with caller ID - residence (AC7)                          UEPAH      NA
              2-wire voice unbundled South Carolina Area Calling port with Caller ID - residence (LW8)             UEPAJ      NA
              2-wire voice unbundled Tennessee Area Calling port with Caller ID - residence (F2R)                  UEPAK      NA
              2-wire voice unbundled Tennessee Area Calling port with Caller ID - residence (TACER)                UEPAL      NA
              2-wire voice unbundled Tennessee Area Calling port with Caller ID - residence (TACSR)                UEPAM      NA
              2-wire voice unbundled Tennessee Area Calling port with Caller ID - residence (1MF2X)                UEPAN      NA
              2-wire voice unbundled Tennessee Area Calling port with Caller ID - residence (2MR)                  UEPAO      NA
              2-wire voice unbundled res, low usage line port with Caller ID (LUM)                                 UEPAP     $1.62

              LOCAL NUMBER PORTABILITY (REQUIRES ONE PER PORT)                                                     LNPCX

              2-Wire Voice Grade Line Port(Business), per month

              2-wire voice unbundled port without Caller ID                                                        UEPBL     $1.62
              2-wire voice unbundled port with unbundled port with Caller+E484 ID                                  UEPBC     $1.62
              2-wire voice unbundled outgoing only port                                                            UEPBO     $1.62
              2-wire voice grade unbundled Alabama extended local dialing parity port with caller ID               UEPAW      NA
              2-wire voice grade unbundled Kentucky extended local dialing parity port with caller ID              UEPBM      NA
              2-wire voice grade unbundled Louisiana extended local dialing parity port with caller ID             UEPAX      NA
              2-wire voice grade unbundled Mississippi extended local dialing parity port with caller ID           UEPAY      NA
              2-wire voice grade unbundled South Carolina extended local dialing parity port with caller ID        UEPAZ      NA
              2-wire voice grade unbundled Tennessee extended local dialing parity port with caller ID             UEPAV      NA
              2-wire voice unbundled incoming only port with Caller ID                                             UEPB1     $1.62
              2-wire voice unbundled LA Bus Area Calling Port with Caller ID (BUC)                                 UEPAA      NA
              2-wire voice unbundled SC Bus Area Calling Port with Caller ID (LMB)                                 UEPAB      NA
              2-wire voice unbundled TN Bus 2-Way Area Calling Port Economy Option (TACC1)                         UEPAC      NA
              2-wire voice unbundled TN Bus 2-Way Area Calling Port Standard Option (TACC2)                        UEPAD      NA
              2-wire voice unbundled TN Bus 2-WAY Collierville and Memphis Local Calling Port (B2F)                UEPAE      NA

              LOCAL NUMBER PORTABILITY (REQUIRES ONE PER PORT)                                                     LNPCX

              Non-Recurring Charges (NRC) - 1st (Residence)
              2- wire voice unbundled port - residence                                                             UEPRL     $4.76
              2-wire voice unbundled port  with caller ID - residence                                              UEPRC     $4.76
              2-wire voice unbundled port outgoing only - residence                                                UEPRO     $4.76
              2-wire voice grade unbundled Alabama extended local dialing parity port with caller ID               UEPAR      NA
              2-wire voice grade unbundled Kentucky extended local dialing parity port with caller ID              UEPRM      NA
              2-wire voice grade unbundled Louisiana extended local dialing parity port with caller ID             UEPAS      NA
              2-wire voice grade unbundled Mississippi extended local dialing parity port with caller ID           UEPAT      NA
              2-wire voice grade unbundled South Carolina extended local dialing parity port with caller ID        UEPAU      NA
              2-wire voice grade unbundled Tennessee extended local dialing parity port with caller ID             UEPAQ      NA
              2-wire voice unbundled Florida area calling with caller ID - residence                               UEPAF     $4.76
              2-wire voice unbundled Louisiana Area Plus with caller ID - residence (RUL)                          UEPAG       NA
              2-wire voice unbundled Louisiana Area Plus with caller ID - residence (AC7)                          UEPAH       NA
              2-wire voice unbundled South Carolina Area Calling port with Caller ID - residence (LW8)             UEPAJ       NA
              2-wire voice unbundled Tennessee Area Calling port with Caller ID - residence (F2R)                  UEPAK       NA
              2-wire voice unbundled Tennessee Area Calling port with Caller ID - residence (TACER)                UEPAL       NA
              2-wire voice unbundled Tennessee Area Calling port with Caller ID - residence (TACSR)                UEPAM       NA
              2-wire voice unbundled Tennessee Area Calling port with Caller ID - residence (1MF2X)                UEPAN       NA
              2-wire voice unbundled Tennessee Area Calling port with Caller ID - residence (2MR)                  UEPAO       NA
              2-wire voice unbundled Res Low Usage Line Port with Caller+E563 ID (LUM)                             UEPAP       NA

              NRC - Add'l (Residence)
              2- wire voice unbundled port - residence                                                             UEPRL      $4.54
              2-wire voice unbundled port  with caller ID - residence                                              UEPRC      $4.54
              2-wire voice unbundled port outgoing only - residence                                                UEPRO      $4.54
              2-wire voice grade unbundled Alabama extended local dialing parity port with caller ID               UEPAR       NA
              2-wire voice grade unbundled Kentucky extended local dialing parity port with caller ID              UEPRM       NA
              2-wire voice grade unbundled Louisiana extended local dialing parity port with caller ID             UEPAS       NA
              2-wire voice grade unbundled Mississippi extended local dialing parity port with caller ID           UEPAT       NA
              2-wire voice grade unbundled South Carolina extended local dialing parity port with caller ID        UEPAU       NA
              2-wire voice grade unbundled Tennessee extended local dialing parity port with caller ID             UEPAQ       NA
              2-wire voice unbundled Florida area calling with caller ID - residence                               UEPAF      $4.54
</TABLE>


<PAGE>

<TABLE>
<CAPTION>
                                                                   Attachment 11
                                                                         Table 1
                                                                Rates - 18 of 65

                          BELLSOUTH/ITC-DELTACOM RATES
                                NETWORK ELEMENTS
                               AND OTHER SERVICES
------------------------------------------------------------------------------------------------------------------------------------
       DESCRIPTION                                                                                             USOC         FL
<S>             <C>                                                                                             <C>        <C>
              2-wire voice unbundled Louisiana Area Plus with caller ID - residence (RUL)                      UEPAG        NA
              2-wire voice unbundled Louisiana Area Plus with caller ID - residence (AC7)                      UEPAH        NA
              2-wire voice unbundled South Carolina Area Calling port with Caller ID - residence (LW8)         UEPAJ        NA
              2-wire voice unbundled Tennessee Area Calling port with Caller ID - residence (F2R)              UEPAK        NA
              2-wire voice unbundled Tennessee Area Calling port with Caller ID - residence (TACER)            UEPAL        NA
              2-wire voice unbundled Tennessee Area Calling port with Caller ID - residence (TACSR)            UEPAM        NA
              2-wire voice unbundled Tennessee Area Calling port with Caller ID - residence (1MF2X)            UEPAN        NA
              2-wire voice unbundled Tennessee Area Calling port with Caller ID - residence (2MR)              UEPAO        NA
              2-wire voice unbundled Res Low Usage Line Port with Caller ID (LUM)                              UEPAP       $4.54

              NRC - Subsequent Activity                                                                        USASC      $10.00

              NRC - 1st (Business)
              2-wire Voice Unbundled Port without Caller ID                                                    UEPBL       $4.76
              2-wire voice unbundled port with Caller ID                                                       UEPBC       $4.76
              2-wire voice unbundled outgoing only port                                                        UEPBO       $4.76
              2-wire voice grade unbundled Alabama extended local dialing parity port with caller ID           UEPAW        NA
              2-wire voice grade unbundled Kentucky extended local dialing parity port with caller ID          UEPBM        NA
              2-wire voice grade unbundled Louisiana extended local dialing parity port with caller ID         UEPAX        NA
              2-wire voice grade unbundled Mississippi extended local dialing parity port with caller ID       UEPAY        NA
              2-wire voice grade unbundled South Carolina extended local dialing parity port with caller ID    UEPAZ        NA
              2-wire voice grade unbundled Tennessee extended local dialing parity port with caller ID         UEPAV        NA
              2-wire voice unbundled Incoming only Port with Caller ID                                         UEPB1       $4.76
              2-wire voice unbundled LA Bus Area Calling Port with  Caller ID (BUC)                            UEPAA        NA
              2-wire voice unbundled SC Bus Area Calling Port with Caller ID+E587 (LMB)                        UEPAB        NA
              2-wire voice unbundled TN Bus 2-way Area Calling Port Economy Option (TACC1)                     UEPAC        NA
              2-wire voice unbundled TN Bus 2-way Area Calling Port Standard Option (TACC2)                    UEPAD        NA
              2-wire voice unbundled TN Bus 2-way Collierville and Memphis Local Calling Port (B2F)            UEPAE        NA

              NRC - Add'l (Business)
              2-wire voice unbundled port without Caller ID                                                    UEPBL       $4.54
              2-wire voice unbundled port with Caller ID                                                       UEPBC       $4.54
              2-wire voice unbundled outgoing only port                                                        UEPBO       $4.54
              2-wire voice grade unbundled Alabama extended local dialing parity port with caller ID           UEPAW        NA
              2-wire voice grade unbundled Kentucky extended local dialing parity port with caller ID          UEPBM        NA
              2-wire voice grade unbundled Louisiana extended local dialing parity port with caller ID         UEPAX        NA
              2-wire voice grade unbundled Mississippi extended local dialing parity port with caller ID       UEPAY        NA
              2-wire voice grade unbundled South Carolina extended local dialing parity port with caller ID    UEPAZ        NA
              2-wire voice grade unbundled Tennessee extended local dialing parity port with caller ID         UEPAV        NA
              2-wire voice unbundled incoming only port with Caller ID                                         UEPB1       $4.54
              2-wire voice unbundled LA Bus Area Calling Port with Caller ID (BUC)                             UEPAA        NA
              2-wire voice unbundled SC Bus Area Calling Port with Caller ID (LMB)                             UEPAB        NA
              2-wire voice unbundled TN Bus 2-way Area Calling Port Economy Option (TACC1)                     UEPAC        NA
              2-wire voice unbundled TN Bus 2-way Area Calling Port Standard Option (TACC2)                    UEPAD        NA
              2-wire voice unbundled TN Bus 2-way Collierville and Memphis Locall Calling Port (B2F)           UEPAE        NA

              NRC - Subsequent Activity                                                                        USASC      $10.00

              NRC - Disconnect Charge - 1st

              2- wire voice unbundled port - residence                                                         UEPRL       $2.76
              2-wire voice unbundled port  with caller ID - residence                                          UEPRC       $2.76
              2-wire voice unbundled port outgoing only - residence                                            UEPRO       $2.76
              2-wire voice grade unbundled Alabama extended local dialing parity port with caller ID           UEPAR        NA
              2-wire voice grade unbundled Kentucky extended local dialing parity port with caller ID          UEPRM        NA
              2-wire voice grade unbundled Louisiana extended local dialing parity port with caller ID         UEPAS        NA
              2-wire voice grade unbundled Mississippi extended local dialing parity port with caller ID       UEPAT        NA
              2-wire voice grade unbundled South Carolina extended local dialing parity port with caller ID    UEPAU        NA
              2-wire voice grade unbundled Tennessee extended local dialing parity port with caller ID         UEPAQ        NA
              2-wire voice unbundled Florida area calling with caller ID - residence                           UEPAF       $2.76
              2-wire voice unbundled Louisiana Area Plus with caller ID - residence (RUL)                      UEPAG        NA
              2-wire voice unbundled Louisiana Area Plus with caller ID - residence (AC7)                      UEPAH        NA
              2-wire voice unbundled South Carolina Area Calling port with Caller ID - residence (LW8)         UEPAJ        NA
              2-wire voice unbundled Tennessee Area Calling port with Caller ID - residence (F2R)              UEPAK        NA
              2-wire voice unbundled Tennessee Area Calling port with Caller ID - residence (TACER)            UEPAL        NA
              2-wire voice unbundled Tennessee Area Calling port with Caller ID - residence (TACSR)            UEPAM        NA
              2-wire voice unbundled Tennessee Area Calling port with Caller ID - residence (1MF2X)            UEPAN        NA
              2-wire voice unbundled Tennessee Area Calling port with Caller ID - residence (2MR)              UEPAO        NA
              2-wire voice unbundled Res Low Usage Line Port with Caller ID (LUM)                              UEPAP       $2.76

              2-wire voice unbundled port without Caller ID                                                    UEPBL       $2.76
              2-wire voice unbundled port with Caller ID                                                       UEPBC       $2.76
              2-wire voice unbundled outgoing only  Port                                                       UEPBO       $2.76
              2-wire voice grade unbundled Alabama extended local dialing parity port with caller ID           UEPAW        NA
              2-wire voice grade unbundled Kentucky extended local dialing parity port with caller ID          UEPBM        NA
              2-wire voice grade unbundled Louisiana extended local dialing parity port with caller ID         UEPAX        NA
              2-wire voice grade unbundled Mississippi extended local dialing parity port with caller ID       UEPAY        NA
</TABLE>


<PAGE>

<TABLE>
<CAPTION>
                                                                   Attachment 11
                                                                         Table 1
                                                                Rates - 19 of 65
                          BELLSOUTH/ITC-DELTACOM RATES
                                NETWORK ELEMENTS
                               AND OTHER SERVICES
------------------------------------------------------------------------------------------------------------------------------------
       DESCRIPTION                                                                                             USOC         FL
<S>             <C>                                                                                             <C>        <C>
              2-wire voice grade unbundled South Carolina extended local dialing parity port with caller ID       UEPAZ      NA
              2-wire voice grade unbundled Tennessee extended local dialing parity port with caller ID            UEPAV      NA
              2-wire voice unbundled Incoming only Port with Caller ID                                            UEPB1     $2.76
              2-wire voice unbundled LA Bus Area Calling Port with Caller ID (BUC)                                UEPAA      NA
              2-wire voice unbundles SC Bus Area Calling Port with Caller ID (LMB)                                UEPAB      NA
              2-wire voice unbundled TN Bus 2-way Area Calling Port Economy Option (TACC1)                        UEPAC      NA
              2-wire voice unbundled TN Bus 2-way Area Calling Port Standard Option (TACC2)                       UEPAD      NA
              2-wire voice unbundled TN Bus 2-Way Collierville and Memphis Local Calling Port (B2F)               UEPAE      NA

              NRC - Disconnect Charge - Add'l

              2- wire voice unbundled port - residence                                                            UEPRL     $2.59
              2-wire voice unbundled port  with caller ID - residence                                             UEPRC     $2.59
              2-wire voice unbundled port outgoing only - residence                                               UEPRO     $2.59
              2-wire voice grade unbundled Alabama extended local dialing parity port with caller ID              UEPAR      NA
              2-wire voice grade unbundled Kentucky extended local dialing parity port with caller ID             UEPRM      NA
              2-wire voice grade unbundled Louisiana extended local dialing parity port with caller ID            UEPAS      NA
              2-wire voice grade unbundled Mississippi extended local dialing parity port with caller ID          UEPAT      NA
              2-wire voice grade unbundled South Carolina extended local dialing parity port with caller ID       UEPAU      NA
              2-wire voice grade unbundled Tennessee extended local dialing parity port with caller ID            UEPAQ      NA
              2-wire voice unbundled Florida area calling with caller ID - residence                              UEPAF     $2.59
              2-wire voice unbundled Louisiana Area Plus with caller ID - residence (RUL)                         UEPAG      NA
              2-wire voice unbundled Louisiana Area Plus with caller ID - residence (AC7)                         UEPAH      NA
              2-wire voice unbundled South Carolina Area Calling port with Caller ID - residence (LW8)            UEPAJ      NA
              2-wire voice unbundled Tennessee Area Calling port with Caller ID - residence (F2R)                 UEPAK      NA
              2-wire voice unbundled Tennessee Area Calling port with Caller ID - residence (TACER)               UEPAL      NA
              2-wire voice unbundled Tennessee Area Calling port with Caller ID - residence (TACSR)               UEPAM      NA
              2-wire voice unbundled Tennessee Area Calling port with Caller ID - residence (1MF2X)               UEPAN      NA
              2-wire voice unbundled Tennessee Area Calling port with Caller ID - residence (2MR)                 UEPAO      NA
              2-wire voice unbundled Res Low Usage Line Port with Caller ID (LUM)                                 UEPAP     $2.59

              2-wire voice unbundled port without Caller ID                                                       UEPBL     $2.59
              2-wire voice unbundled port with Caler ID                                                           UEPBC     $2.59
              2-wire voice unbundled outgoing only port                                                           UEPBO     $2.59
              2-wire voice grade unbundled Alabama extended local dialing parity port with caller ID              UEPAW      NA
              2-wire voice grade unbundled Kentucky extended local dialing parity port with caller ID             UEPBM      NA
              2-wire voice grade unbundled Louisiana extended local dialing parity port with caller ID            UEPAX      NA
              2-wire voice grade unbundled Mississippi extended local dialing parity port with caller ID          UEPAY      NA
              2-wire voice grade unbundled South Carolina extended local dialing parity port with caller ID       UEPAZ      NA
              2-wire voice grade unbundled Tennessee extended local dialing parity port with caller ID            UEPAV      NA
              2-wire voice unbundled incoming only port with Caller ID                                            UEPB1     $2.59
              2-wire voice unbundled LA Bus Area Calling Port with Caller ID (BUC)                                UEPAA      NA
              2-wire voice unbundled SC Bus Area Calling Port with Caller ID (LMB)                                UEPAB      NA
              2-wire voice unbundled  TN Bus 2-way Area Calling Port Economy Option (TACC1)                       UEPAC      NA
              2-wire voice unbundled TN Bus 2-way Area Calling Port Standard Option (TACC2)                       UEPAD      NA
              2-wire voice unbundled TN Bus 2-way Collierville and Memphis Local Calling Port (B2F)               UEPAE      NA

              NRC - OSS

              NRC - OSS LSR Charge, Electronic, per LSR received from the CLEC by one of the
              OSS interactive interfaces                                                                          SOMEC     $3.50
              NRC - Incremental Charge - Manual Service Order - 1st                                               SOMAN      NA
              NRC - Incremental Charge - Manual Service Order - Add'l                                             SOMAN      NA
              NRC - Incremental Charge - Manual Service Order - Disconnect - 1st                                  SOMAN      NA
              NRC - Incremental Charge - Manual Service Order - Disconnect - Add'l                                SOMAN      NA

    All available features, per month                                                                             UEPVF     $3.40
              NRC - 1st (all types)                                                                                          NA
              NRC - Add'l (all types)                                                                                        NA
              NRC - Disconnect Charge - 1st                                                                                  NA
              NRC - Disconnect Charge - Add'l                                                                                NA
              NRC - Incremental Charge - Manual Service Order - 1st                                               SOMAN      NA
              NRC - Incremental Charge - Manual Service Order - Add'l                                             SOMAN      NA
              NRC - Incremental Charge - Manual Service Order - Disconnect - 1st                                  SOMAN      NA
              NRC - Incremental Charge - Manual Service Order - Disconnect - Add'l                                SOMAN      NA

    Three available feature, per month                                                                            UEPVF      NA
              NRC - 1st (all types)                                                                                          NA
              NRC - Add'l (all types)                                                                                        NA
              NRC - Disconnect Charge - 1st                                                                                  NA
              NRC - Disconnect Charge - Add'l                                                                                NA
              NRC - Incremental Charge - Manual Service Order - 1st                                               SOMAN      NA
              NRC - Incremental Charge - Manual Service Order - Add'l                                             SOMAN      NA
              NRC - Incremental Charge - Manual Service Order - Disconnect - 1st                                  SOMAN      NA
              NRC - Incremental Charge - Manual Service Order - Disconnect - Add'l                                SOMAN      NA

    4-Wire Analog VG Port, per month                                                                              UEP4A     $8.74
              NRC - 1st                                                                                           UEP4A     $4.76
              NRC - Add'l                                                                                         UEP4A     $4.54
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
                                                                   Attachment 11
                                                                         Table 1
                                                                Rates - 20 of 65

                          BELLSOUTH/ITC-DELTACOM RATES
                                NETWORK ELEMENTS
                               AND OTHER SERVICES
------------------------------------------------------------------------------------------------------------------------------------
       DESCRIPTION                                                                                       USOC              FL
<S>             <C>                                                                                             <C>        <C>
              NRC - Disconnect Charge - 1st                                                               BFR              $2.82
              NRC - Disconnect Charge - Add'l                                                             BFR              $2.64
              NRC - Incremental Charge - Manual Service Order - 1st                                      SOMAN            $21.56
              NRC - Incremental Charge - Manual Service Order - Add'l                                    SOMAN            $21.56
              NRC - Incremental Charge - Manual Service Order - Disconnect - 1st                         SOMAN             $3.84
              NRC - Incremental Charge - Manual Service Order - Disconnect - Add'l                       SOMAN             $3.84
CALLING NAME (CNAM) QUERY SERVICE
    CNAM (Database Owner), Per Query                                                                     UEPP2             $9.38
              NRC - 1st                                                                                  UEPP2            $248.44
              NRC - Add'l                                                                                UEPP2            $37.49
              NRC - Disconnect Charge - 1st                                                              UEPP2            $113.28
              NRC - Disconnect Charge - Add'l                                                            UEPP2             $7.12
              NRC - Incremental Charge - Manual Service Order - 1st                                      SOMAN            $21.56
              NRC - Incremental Charge - Manual Service Order - Add'l                                    SOMAN            $21.56
              NRC - Incremental Charge - Manual Service Order - Disconnect - 1st                         SOMAN             $3.84
              NRC - Incremental Charge - Manual Service Order - Disconnect - Add'l                       SOMAN             $3.84

    4-Wire DS1 Port w/DID capability, per month                                                          UEPDD            $63.31
              NRC - 1st                                                                                  UEPDD            $413.93
              NRC - Add'l                                                                                UEPDD            $191.44
              NRC - Disconnect Charge - 1st                                                              UEPDD            $137.29
              NRC - Disconnect Charge - Add'l                                                            UEPDD             $4.65
              NRC - Incremental Charge - Manual Service Order - 1st                                      SOMAN            $21.56
              NRC - Incremental Charge - Manual Service Order - Add'l                                    SOMAN            $21.56
              NRC - Incremental Charge - Manual Service Order - Disconnect - 1st                         SOMAN             $3.84
              NRC - Incremental Charge - Manual Service Order - Disconnect - Add'l                       SOMAN             $3.84

    2-Wire ISDN Port(2) (3), per month                                                                   U1PMA            $10.20
              NRC - 1st                                                                                  U1PMA            $155.34
              NRC - Add'l                                                                                U1PMA            $106.00
              NRC - Disconnect Charge - 1st                                                              U1PMA            $93.37
              NRC - Disconnect Charge - Add'l                                                            U1PMA            $20.98
              NRC - Incremental Charge - Manual Service Order - 1st                                      SOMAN            $21.56
              NRC - Incremental Charge - Manual Service Order - Add'l                                    SOMAN            $21.56
              NRC - Incremental Charge - Manual Service Order - Disconnect - 1st                         SOMAN             $3.84
              NRC - Incremental Charge - Manual Service Order - Disconnect - Add'l                       SOMAN             $3.84
              NRC - User Profile per B Channel (4)                                                       U1UMA              NA

    2-Wire ISDN Port(2) (3) including all available features, per month                                  U1PMA              NA
              NRC - 1st                                                                                  U1PMA              NA
              NRC - Add'l                                                                                U1PMA              NA
              NRC - Disconnect Charge - 1st                                                              U1PMA              NA
              NRC - Disconnect Charge - Add'l                                                            U1PMA              NA
              NRC - Incremental Charge - Manual Service Order - 1st                                      SOMAN              NA
              NRC - Incremental Charge - Manual Service Order - Add'l                                    SOMAN              NA
              NRC - Incremental Charge - Manual Service Order - Disconnect - 1st                         SOMAN              NA
              NRC - Incremental Charge - Manual Service Order - Disconnect - Add'l                       SOMAN              NA

    2-Wire ISDN Port(2) (3) including three available features, per month                                U1PMA              NA
              NRC - 1st                                                                                  U1PMA              NA
              NRC - Add'l                                                                                U1PMA              NA
              NRC - Incremental Charge - Manual Service Order - 1st                                      SOMAN              NA
              NRC - Incremental Charge - Manual Service Order - Add'l                                    SOMAN              NA

    4-Wire ISDN DS1 Port, per month                                                                      UEPEX            $95.39
              NRC - 1st                                                                                  UEPEX            $417.51
              NRC - Add'l                                                                                UEPEX            $203.18
              NRC - Disconnect Charge - 1st                                                              UEPEX            $149.75
              NRC - Disconnect Charge - Add'l                                                            UEPEX            $37.93
              NRC - Incremental Charge - Manual Service Order - 1st                                      SOMAN            $21.56
              NRC - Incremental Charge - Manual Service Order - Add'l                                    SOMAN            $21.56
              NRC - Incremental Charge - Manual Service Order - Disconnect - 1st                         SOMAN             $3.84
              NRC - Incremental Charge - Manual Service Order - Disconnect - Add'l                       SOMAN             $3.84

     4-Wire ISDN DS1 Port including all available features, per month                                    UEPEX              NA
              NRC - 1st                                                                                  UEPEX              NA
              NRC - Add'l                                                                                UEPEX              NA
              NRC - Incremental Charge - Manual Service Order - 1st                                      SOMAN              NA
              NRC - Incremental Charge - Manual Service Order - Add'l                                    SOMAN              NA

    2-Wire Analog Line Port (PBX), per month

              2 WIRE VOICE UNBUNDLED COMBINATION 2-WAY PBX TRUNK - Residence                             UEPRD             $1.62
              LINE SIDE UNBUNDLED COMBINATION 2-WAY PBX TRUNK - BUSINESS                                 UEPPC             $1.62
              LINE SIDE UNBUNDLED OUTWARD PBX TRUNK - BUSINESS                                           UEPPO             $1.62
              LINE SIDE UNBUNDLED INCOMING PBX TRUNK - BUSINESS                                          UEPP1             $1.62
              LONG DISTANCE TERMINAL PBX TRUNK-BUSINESS                                                  UEPLD             $1.62
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
                                                                   Attachment 11
                                                                         Table 1
                                                                Rates - 21 of 65

                          BELLSOUTH/ITC-DELTACOM RATES
                                NETWORK ELEMENTS
                               AND OTHER SERVICES
------------------------------------------------------------------------------------------------------------------------------------
       DESCRIPTION                                                                                       USOC              FL
<S>             <C>                                                                                      <C>              <C>
              TN 2-WAY CALLING PLAN PBX TRUNK - BUSINESS                                                 UEPT2             $1.62
              TN OUTWARD CALLING PLAN PBX TRUNK - BUSINESS                                               UEPTO             $1.62
              2-WIRE VOICE UNBUNDLED 2-WAY COMBINATION PBX ALABAMA CALLING PORT                          UEPA2              NA
              2-WIRE VOICE UNBUNDLED 2-WAY COMBINATION PBX LOUISIANA CALLING PORT                        UEPL2              NA
              2-WIRE VOICE UNBUNDLED PBX LD TERMINAL PORTS                                               UEPLD             $1.62
              2-WIRE VOICE UNBUNDLED 2-WAY COMBINATION PBX TENNESSEE CALLING PORT                        UEPT2              NA
              2-WIRE VOICE UNBUNDLED 1-WAY OUTGOING PBX TENNESSEE CALLING PORT                           UEPTO              NA
              2-WIRE VOICE UNBUNDLED 2-WAY COMBINATION PBX USAGE PORT                                    UEPXA             $1.62
              2-WIRE VOICE UNBUNDLED PBX TOLL TERMINAL HOTEL PORTS                                       UEPXB             $1.62
              2-WIRE VOICE UNBUNDLED PBX LD DDD TERMINALS PORT                                           UEPXC             $1.62
              2-WIRE VOICE UNBUNDLED PBX LD TERMINAL SWITCHBOARD PORT                                    UEPXD             $1.62
              2-WIRE VOICE UNBUNDLED PBX LD TERMINAL SWITCHBOARD IDD CAPABLE PORT                        UEPXE             $1.62
              2-WIRE VOICE UNBUNDLED 2-WAY PBX KENTUCKY ROOM AREA CALLING PORT WITHOUT LUD               UEPXF              NA
              2-WIRE VOICE UNBUNDLED PBX KENTUCKY LUD AREA CALLING PORT                                  UEPXG              NA
              2-WIRE VOICE UNBUNDLED PBX KENTUCKY PREMIUM CALLING PORT                                   UEPXH              NA
              2-WIRE VOICE UNBUNDLED 2-WAY KENTUCKY AREA CALLING PORT WITHOUT LUD                        UEPXJ              NA
              2-WIRE VOICE UNBUNDLED 2-WAY PBX LOUISIANA LOCAL OPTIONAL CALLING PORT                     UEPXK              NA
              2-WIRE VOICE UNBUNDLED 2-WAY PBX HOTEL/HOSPITAL ECONOMY ADMINISTRATIVE CALLING PORT        UEPXL             $1.62
              2-WIRE VOICE UNBUNDLED 2-WAY PBX HOTEL/HOSPITAL ECONOMY ROOM CALLING PORT                  UEPXM             $1.62
              2-WIRE VOICE UNBUNDLED 1-WAY OUTGOING PBX HOTEL/HOSPITAL ECONOMY
              ADMINIATRATIVE CALLING PORTTENNESSEE CALLING PORT                                          UEPXN              NA
              2-WIRE VOICE UNBUNDLED 1-WAY OUTGOING PBX HOTEL/HOSPITAL DIACOUNT ROOM CALLING PORT        UEPXO             $1.62
              2-WIRE VOICE UNBUNDLED 1-WAY OUTGOING PBX LOUISIANA LOCAL DISCOUNT CALLING PORT            UEPXP              NA
              2-WIRE VOICE UNBUNDLED 2-WAY PBX MISSISSIPPI LOCAL ECONOMY CALLING PORT                    UEPXQ              NA
              2-WIRE VOICE UNBUNDLED 2-WAY PBX MISSISSIPPI LOCAL OPTIONAL CALLING PORT                   UEPXR              NA
              2-WIRE VOICE UNBUNDLED 1-WAY OUTGOING PBXMEASURED PORT                                     UEPXS             $1.62
              2-WIRE VOICE UNBUNDLED 2-WAY PBX SOUTH CAROLINA AREA PLUS CALLING PORT                     UEPXT              NA
              2-WIRE VOICE UNBUNDLED PBX COLLIERVILLE & MEMPHIS CALLING PORT                             UEPXU              NA
              2-WIRE VOICE UNBUNDLED 2-WAY PBX TENNESSEE REGIONSERV CALLING PORT                         UEPXV              NA

              UNBUNDLED LOOP BILLING USOC (REQUIRES ONE PER PORT)                                        UEPLX

              LOCAL NUMBER PORTABILITY (REQUIRES ONE PER PORT)                                           LNPCP

              NRC - 1st                                                                                  UEPPC            $62.56
              2 WIRE VOICE UNBUNDLED COMBINATION 2-WAY PBX TRUNK - Residence                             UEPRD            $62.56
              LINE SIDE UNBUNDLED COMBINATION 2-WAY PBX TRUNK - BUSINESS                                 UEPPC            $62.56
              LINE SIDE UNBUNDLED OUTWARD PBX TRUNK - BUSINESS                                           UEPPO            $62.56
              LINE SIDE UNBUNDLED INCOMING PBX TRUNK - BUSINESS                                          UEPP1            $62.56
              LONG DISTANCE TERMINAL PBX TRUNK-BUSINESS                                                  UEPLD            $62.56
              TN 2-WAY CALLING PLAN PBX TRUNK - BUSINESS                                                 UEPT2            $62.56
              TN OUTWARD CALLING PLAN PBX TRUNK - BUSINESS                                               UEPTO            $62.56
              2-WIRE VOICE UNBUNDLED 2-WAY COMBINATION PBX ALABAMA CALLING PORT                          UEPA2              NA
              2-WIRE VOICE UNBUNDLED 2-WAY COMBINATION PBX LOUISIANA CALLING PORT                        UEPL2              NA
              2-WIRE VOICE UNBUNDLED PBX LD TERMINAL PORTS                                               UEPLD            $62.56
              2-WIRE VOICE UNBUNDLED 2-WAY COMBINATION PBX TENNESSEE CALLING PORT                        UEPT2              NA
              2-WIRE VOICE UNBUNDLED 1-WAY OUTGOING PBX TENNESSEE CALLING PORT                           UEPTO              NA
              2-WIRE VOICE UNBUNDLED 2-WAY COMBINATION PBX USAGE PORT                                    UEPXA            $62.56
              2-WIRE VOICE UNBUNDLED PBX TOLL TERMINAL HOTEL PORTS                                       UEPXB            $62.56
              2-WIRE VOICE UNBUNDLED PBX LD DDD TERMINALS PORT                                           UEPXC            $62.56
              2-WIRE VOICE UNBUNDLED PBX LD TERMINAL SWITCHBOARD PORT                                    UEPXD            $62.56
              2-WIRE VOICE UNBUNDLED PBX LD TERMINAL SWITCHBOARD IDD CAPABLE PORT                        UEPXE            $62.56
              2-WIRE VOICE UNBUNDLED 2-WAY PBX KENTUCKY ROOM AREA CALLING PORT WITHOUT LUD               UEPXF              NA
              2-WIRE VOICE UNBUNDLED PBX KENTUCKY LUD AREA CALLING PORT                                  UEPXG              NA
              2-WIRE VOICE UNBUNDLED PBX KENTUCKY PREMIUM CALLING PORT                                   UEPXH              NA
              2-WIRE VOICE UNBUNDLED 2-WAY KENTUCKY AREA CALLING PORT WITHOUT LUD                        UEPXJ              NA
              2-WIRE VOICE UNBUNDLED 2-WAY PBX LOUISIANA LOCAL OPTIONAL CALLING PORT                     UEPXK              NA
              2-WIRE VOICE UNBUNDLED 2-WAY PBX HOTEL/HOSPITAL ECONOMY ADMINISTRATIVE CALLING PORT        UEPXL            $62.56
              2-WIRE VOICE UNBUNDLED 2-WAY PBX HOTEL/HOSPITAL ECONOMY ROOM CALLING PORT                  UEPXM            $62.56
              2-WIRE VOICE UNBUNDLED 1-WAY OUTGOING PBX HOTEL/HOSPITAL ECONOMY
              ADMINIATRATIVE CALLING PORTTENNESSEE CALLING PORT                                          UEPXN              NA
              2-WIRE VOICE UNBUNDLED 1-WAY OUTGOING PBX HOTEL/HOSPITAL DIACOUNT ROOM CALLING PORT        UEPXO            $62.56
              2-WIRE VOICE UNBUNDLED 1-WAY OUTGOING PBX LOUISIANA LOCAL DISCOUNT CALLING PORT            UEPXP              NA
              2-WIRE VOICE UNBUNDLED 2-WAY PBX MISSISSIPPI LOCAL ECONOMY CALLING PORT                    UEPXQ              NA
              2-WIRE VOICE UNBUNDLED 2-WAY PBX MISSISSIPPI LOCAL OPTIONAL CALLING PORT                   UEPXR              NA
              2-WIRE VOICE UNBUNDLED 1-WAY OUTGOING PBXMEASURED PORT                                     UEPXS            $62.56
              2-WIRE VOICE UNBUNDLED 2-WAY PBX SOUTH CAROLINA AREA PLUS CALLING PORT                     UEPXT              NA
              2-WIRE VOICE UNBUNDLED PBX COLLIERVILLE & MEMPHIS CALLING PORT                             UEPXU              NA
              2-WIRE VOICE UNBUNDLED 2-WAY PBX TENNESSEE REGIONSERV CALLING PORT                         UEPXV              NA

              Subsequent Activity                                                                        USASC            $10.00

              NRC - Add'l

              2 WIRE VOICE UNBUNDLED COMBINATION 2-WAY PBX TRUNK - Residence                             UEPRD            $29.70
              LINE SIDE UNBUNDLED COMBINATION 2-WAY PBX TRUNK - BUSINESS                                 UEPPC            $29.70
              LINE SIDE UNBUNDLED OUTWARD PBX TRUNK - BUSINESS                                           UEPPO            $29.70
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
                                                                   Attachment 11
                                                                         Table 1
                                                                Rates - 22 of 65

                          BELLSOUTH/ITC-DELTACOM RATES
                                NETWORK ELEMENTS
                               AND OTHER SERVICES
-------------------------------------------------------------------------------------------------------------------------------
       DESCRIPTION                                                                                    USOC              FL
<S>             <C>                                                                                  <C>               <C>
              LINE SIDE UNBUNDLED INCOMING PBX TRUNK - BUSINESS                                       UEPP1            $29.70
              LONG DISTANCE TERMINAL PBX TRUNK-BUSINESS                                               UEPLD            $29.70
              TN 2-WAY CALLING PLAN PBX TRUNK - BUSINESS                                              UEPT2            $29.70
              TN OUTWARD CALLING PLAN PBX TRUNK - BUSINESS                                            UEPTO            $29.70
              2-WIRE VOICE UNBUNDLED 2-WAY COMBINATION PBX ALABAMA CALLING PORT                       UEPA2              NA
              2-WIRE VOICE UNBUNDLED 2-WAY COMBINATION PBX LOUISIANA CALLING PORT                     UEPL2              NA
              2-WIRE VOICE UNBUNDLED PBX LD TERMINAL PORTS                                            UEPLD            $29.70
              2-WIRE VOICE UNBUNDLED 2-WAY COMBINATION PBX TENNESSEE CALLING PORT                     UEPT2              NA
              2-WIRE VOICE UNBUNDLED 1-WAY OUTGOING PBX TENNESSEE CALLING PORT                        UEPTO              NA
              2-WIRE VOICE UNBUNDLED 2-WAY COMBINATION PBX USAGE PORT                                 UEPXA            $29.70
              2-WIRE VOICE UNBUNDLED PBX TOLL TERMINAL HOTEL PORTS                                    UEPXB            $29.70
              2-WIRE VOICE UNBUNDLED PBX LD DDD TERMINALS PORT                                        UEPXC            $29.70
              2-WIRE VOICE UNBUNDLED PBX LD TERMINAL SWITCHBOARD PORT                                 UEPXD            $29.70
              2-WIRE VOICE UNBUNDLED PBX LD TERMINAL SWITCHBOARD IDD CAPABLE PORT                     UEPXE            $29.70
              2-WIRE VOICE UNBUNDLED 2-WAY PBX KENTUCKY ROOM AREA CALLING PORT WITHOUT LUD            UEPXF              NA
              2-WIRE VOICE UNBUNDLED PBX KENTUCKY LUD AREA CALLING PORT                               UEPXG              NA
              2-WIRE VOICE UNBUNDLED PBX KENTUCKY PREMIUM CALLING PORT                                UEPXH              NA
              2-WIRE VOICE UNBUNDLED 2-WAY KENTUCKY AREA CALLING PORT WITHOUT LUD                     UEPXJ              NA
              2-WIRE VOICE UNBUNDLED 2-WAY PBX LOUISIANA LOCAL OPTIONAL CALLING PORT                  UEPXK              NA
              2-WIRE VOICE UNBUNDLED 2-WAY PBX HOTEL/HOSPITAL ECONOMY ADMINISTRATIVE CALLING PORT     UEPXL            $29.70
              2-WIRE VOICE UNBUNDLED 2-WAY PBX HOTEL/HOSPITAL ECONOMY ROOM CALLING PORT               UEPXM            $29.70
              2-WIRE VOICE UNBUNDLED 1-WAY OUTGOING PBX HOTEL/HOSPITAL ECONOMY
              ADMINIATRATIVE CALLING PORTTENNESSEE CALLING PORT                                       UEPXN              NA
              2-WIRE VOICE UNBUNDLED 1-WAY OUTGOING PBX HOTEL/HOSPITAL DIACOUNT ROOM CALLING PORT     UEPXO            $29.70
              2-WIRE VOICE UNBUNDLED 1-WAY OUTGOING PBX LOUISIANA LOCAL DISCOUNT CALLING PORT         UEPXP              NA
              2-WIRE VOICE UNBUNDLED 2-WAY PBX MISSISSIPPI LOCAL ECONOMY CALLING PORT                 UEPXQ              NA
              2-WIRE VOICE UNBUNDLED 2-WAY PBX MISSISSIPPI LOCAL OPTIONAL CALLING PORT                UEPXR              NA
              2-WIRE VOICE UNBUNDLED 1-WAY OUTGOING PBXMEASURED PORT                                  UEPXS            $29.70
              2-WIRE VOICE UNBUNDLED 2-WAY PBX SOUTH CAROLINA AREA PLUS CALLING PORT                  UEPXT              NA
              2-WIRE VOICE UNBUNDLED PBX COLLIERVILLE & MEMPHIS CALLING PORT                          UEPXU              NA
              2-WIRE VOICE UNBUNDLED 2-WAY PBX TENNESSEE REGIONSERV CALLING PORT                      UEPXV              NA

              NRC - Disconnect Charge - 1st

              2 WIRE VOICE UNBUNDLED COMBINATION 2-WAY PBX TRUNK - Residence                          UEPRD            $26.37
              LINE SIDE UNBUNDLED COMBINATION 2-WAY PBX TRUNK - BUSINESS                              UEPPC            $26.37
              LINE SIDE UNBUNDLED OUTWARD PBX TRUNK - BUSINESS                                        UEPPO            $26.37
              LINE SIDE UNBUNDLED INCOMING PBX TRUNK - BUSINESS                                       UEPP1            $26.37
              LONG DISTANCE TERMINAL PBX TRUNK-BUSINESS                                               UEPLD            $26.37
              TN 2-WAY CALLING PLAN PBX TRUNK - BUSINESS                                              UEPT2            $26.37
              TN OUTWARD CALLING PLAN PBX TRUNK - BUSINESS                                            UEPTO            $26.37
              2-WIRE VOICE UNBUNDLED 2-WAY COMBINATION PBX ALABAMA CALLING PORT                       UEPA2              NA
              2-WIRE VOICE UNBUNDLED 2-WAY COMBINATION PBX LOUISIANA CALLING PORT                     UEPL2              NA
              2-WIRE VOICE UNBUNDLED PBX LD TERMINAL PORTS                                            UEPLD            $26.37
              2-WIRE VOICE UNBUNDLED 2-WAY COMBINATION PBX TENNESSEE CALLING PORT                     UEPT2              NA
              2-WIRE VOICE UNBUNDLED 1-WAY OUTGOING PBX TENNESSEE CALLING PORT                        UEPTO              NA
              2-WIRE VOICE UNBUNDLED 2-WAY COMBINATION PBX USAGE PORT                                 UEPXA            $26.37
              2-WIRE VOICE UNBUNDLED PBX TOLL TERMINAL HOTEL PORTS                                    UEPXB            $26.37
              2-WIRE VOICE UNBUNDLED PBX LD DDD TERMINALS PORT                                        UEPXC            $26.37
              2-WIRE VOICE UNBUNDLED PBX LD TERMINAL SWITCHBOARD PORT                                 UEPXD            $26.37
              2-WIRE VOICE UNBUNDLED PBX LD TERMINAL SWITCHBOARD IDD CAPABLE PORT                     UEPXE            $26.37
              2-WIRE VOICE UNBUNDLED 2-WAY PBX KENTUCKY ROOM AREA CALLING PORT WITHOUT LUD            UEPXF              NA
              2-WIRE VOICE UNBUNDLED PBX KENTUCKY LUD AREA CALLING PORT                               UEPXG              NA
              2-WIRE VOICE UNBUNDLED PBX KENTUCKY PREMIUM CALLING PORT                                UEPXH              NA
              2-WIRE VOICE UNBUNDLED 2-WAY KENTUCKY AREA CALLING PORT WITHOUT LUD                     UEPXJ              NA
              2-WIRE VOICE UNBUNDLED 2-WAY PBX LOUISIANA LOCAL OPTIONAL CALLING PORT                  UEPXK              NA
              2-WIRE VOICE UNBUNDLED 2-WAY PBX HOTEL/HOSPITAL ECONOMY ADMINISTRATIVE CALLING PORT     UEPXL            $26.37
              2-WIRE VOICE UNBUNDLED 2-WAY PBX HOTEL/HOSPITAL ECONOMY ROOM CALLING PORT               UEPXM            $26.37
              2-WIRE VOICE UNBUNDLED 1-WAY OUTGOING PBX HOTEL/HOSPITAL ECONOMY ADMINIATRATIVE
              CALLING PORTTENNESSEE CALLING PORT                                                      UEPXN            $26.37
              2-WIRE VOICE UNBUNDLED 1-WAY OUTGOING PBX HOTEL/HOSPITAL DIACOUNT ROOM CALLING PORT     UEPXO            $26.37
              2-WIRE VOICE UNBUNDLED 1-WAY OUTGOING PBX LOUISIANA LOCAL DISCOUNT CALLING PORT         UEPXP              NA
              2-WIRE VOICE UNBUNDLED 2-WAY PBX MISSISSIPPI LOCAL ECONOMY CALLING PORT                 UEPXQ              NA
              2-WIRE VOICE UNBUNDLED 2-WAY PBX MISSISSIPPI LOCAL OPTIONAL CALLING PORT                UEPXR              NA
              2-WIRE VOICE UNBUNDLED 1-WAY OUTGOING PBXMEASURED PORT                                  UEPXS            $26.37
              2-WIRE VOICE UNBUNDLED 2-WAY PBX SOUTH CAROLINA AREA PLUS CALLING PORT                  UEPXT              NA
              2-WIRE VOICE UNBUNDLED PBX COLLIERVILLE & MEMPHIS CALLING PORT                          UEPXU              NA
              2-WIRE VOICE UNBUNDLED 2-WAY PBX TENNESSEE REGIONSERV CALLING PORT                      UEPXV              NA

              NRC - Disconnect Charge - Add'l

              2 WIRE VOICE UNBUNDLED COMBINATION 2-WAY PBX TRUNK - Residence                          UEPRD             $1.69
              LINE SIDE UNBUNDLED COMBINATION 2-WAY PBX TRUNK - BUSINESS                              UEPPC             $1.69
              LINE SIDE UNBUNDLED OUTWARD PBX TRUNK - BUSINESS                                        UEPPO             $1.69
              LINE SIDE UNBUNDLED INCOMING PBX TRUNK - BUSINESS                                       UEPP1             $1.69
              LONG DISTANCE TERMINAL PBX TRUNK-BUSINESS                                               UEPLD             $1.69
              TN 2-WAY CALLING PLAN PBX TRUNK - BUSINESS                                              UEPT2             $1.69
              TN OUTWARD CALLING PLAN PBX TRUNK - BUSINESS                                            UEPTO             $1.69
</TABLE>


<PAGE>

<TABLE>
<CAPTION>
                                                                   Attachment 11
                                                                         Table 1
                                                                Rates - 23 of 65

                          BELLSOUTH/ITC-DELTACOM RATES
                                NETWORK ELEMENTS
                               AND OTHER SERVICES
---------------------------------------------------------------------------------------------------------------------------------
       DESCRIPTION                                                                                            USOC        FL
<S>             <C>                                                                                             <C>     <C>
              2-WIRE VOICE UNBUNDLED 2-WAY COMBINATION PBX ALABAMA CALLING PORT                               UEPA2        NA
              2-WIRE VOICE UNBUNDLED 2-WAY COMBINATION PBX LOUISIANA CALLING PORT                             UEPL2        NA
              2-WIRE VOICE UNBUNDLED PBX LD TERMINAL PORTS                                                    UEPLD       $1.69
              2-WIRE VOICE UNBUNDLED 2-WAY COMBINATION PBX TENNESSEE CALLING PORT                             UEPT2        NA
              2-WIRE VOICE UNBUNDLED 1-WAY OUTGOING PBX TENNESSEE CALLING PORT                                UEPTO        NA
              2-WIRE VOICE UNBUNDLED 2-WAY COMBINATION PBX USAGE PORT                                         UEPXA       $1.69
              2-WIRE VOICE UNBUNDLED PBX TOLL TERMINAL HOTEL PORTS                                            UEPXB       $1.69
              2-WIRE VOICE UNBUNDLED PBX LD DDD TERMINALS PORT                                                UEPXC       $1.69
              2-WIRE VOICE UNBUNDLED PBX LD TERMINAL SWITCHBOARD PORT                                         UEPXD       $1.69
              2-WIRE VOICE UNBUNDLED PBX LD TERMINAL SWITCHBOARD IDD CAPABLE PORT                             UEPXE       $1.69
              2-WIRE VOICE UNBUNDLED 2-WAY PBX KENTUCKY ROOM AREA CALLING PORT WITHOUT LUD                    UEPXF        NA
              2-WIRE VOICE UNBUNDLED PBX KENTUCKY LUD AREA CALLING PORT                                       UEPXG        NA
              2-WIRE VOICE UNBUNDLED PBX KENTUCKY PREMIUM CALLING PORT                                        UEPXH        NA
              2-WIRE VOICE UNBUNDLED 2-WAY KENTUCKY AREA CALLING PORT WITHOUT LUD                             UEPXJ        NA
              2-WIRE VOICE UNBUNDLED 2-WAY PBX LOUISIANA LOCAL OPTIONAL CALLING PORT                          UEPXK        NA
              2-WIRE VOICE UNBUNDLED 2-WAY PBX HOTEL/HOSPITAL ECONOMY ADMINISTRATIVE CALLING PORT             UEPXL       $1.69
              2-WIRE VOICE UNBUNDLED 2-WAY PBX HOTEL/HOSPITAL ECONOMY ROOM CALLING PORT                       UEPXM       $1.69
              2-WIRE VOICE UNBUNDLED 1-WAY OUTGOING PBX HOTEL/HOSPITAL ECONOMY
              ADMINIATRATIVE CALLING PORTTENNESSEE CALLING PORT                                               UEPXN        NA
              2-WIRE VOICE UNBUNDLED 1-WAY OUTGOING PBX HOTEL/HOSPITAL DIACOUNT ROOM CALLING PORT             UEPXO       $1.69
              2-WIRE VOICE UNBUNDLED 1-WAY OUTGOING PBX LOUISIANA LOCAL DISCOUNT CALLING PORT                 UEPXP        NA
              2-WIRE VOICE UNBUNDLED 2-WAY PBX MISSISSIPPI LOCAL ECONOMY CALLING PORT                         UEPXQ        NA
              2-WIRE VOICE UNBUNDLED 2-WAY PBX MISSISSIPPI LOCAL OPTIONAL CALLING PORT                        UEPXR        NA
              2-WIRE VOICE UNBUNDLED 1-WAY OUTGOING PBXMEASURED PORT                                          UEPXS       $1.69
              2-WIRE VOICE UNBUNDLED 2-WAY PBX SOUTH CAROLINA AREA PLUS CALLING PORT                          UEPXT        NA
              2-WIRE VOICE UNBUNDLED PBX COLLIERVILLE & MEMPHIS CALLING PORT                                  UEPXU        NA
              2-WIRE VOICE UNBUNDLED 2-WAY PBX TENNESSEE REGIONSERV CALLING PORT                              UEPXV        NA

              NRC - OSS

              NRC - OSS LSR Charge, Electronic, per LSR received from the CLEC by
              one of the OSS interactive interfaces                                                           SOMEC       $2.75
              NRC - Incremental Charge - Manual Service Order - 1st                                           SOMAN      $21.56
              NRC - Incremental Charge - Manual Service Order - Add'l                                         SOMAN      $21.56
              NRC - Incremental Charge - Manual Service Order - Disconnect - 1st                              SOMAN       $3.84
              NRC - Incremental Charge - Manual Service Order - Disconnect - Add'l                            SOMAN       $3.84

    2-Wire Analog Hunting, per line per month                                                                 HTGUX        NA
              NRC - 1st                                                                                       HTGUX        NA
              NRC - Add'l                                                                                     HTGUX        NA

    Coin Port, per month                                                                                                  $1.62
              NRC - 1st                                                                                                   $4.76
              NRC - Add'l                                                                                                 $4.54
              NRC - Disconnect Charge - 1st                                                                               $2.76
              NRC - Disconnect Charge - Add'l                                                                             $2.59
              NRC - Incremental Charge - Manual Service Order - 1st                                           SOMAN      $21.56
              NRC - Incremental Charge - Manual Service Order - Add'l                                         SOMAN      $21.56
              NRC - Incremental Charge - Manual Service Order - Disconnect - 1st                              SOMAN       $3.84
              NRC - Incremental Charge - Manual Service Order - Disconnect - Add'l                            SOMAN       $3.84

    VERTICAL FEATURES

    Local Switching Features offered with Port, Per month                                                      N/A   No add'l charge
    Three-Way Calling, per month                                                                                           NA
              NRC                                                                                                          NA
              NRC - Disconnect                                                                                             NA
    Customer Changeable Speed Calling, per month                                                                           NA
              NRC                                                                                                          NA
              NRC - Disconnect                                                                                             NA
    Call Waiting                                                                                                           NA
              NRC                                                                                                          NA
              NRC - Disconnect                                                                                             NA
    Remote Activation of Call Fordwarding, per month                                                                       NA
              NRC                                                                                                          NA
              NRC - Disconnect                                                                                             NA
    Cancel Call Waiting, per month                                                                                         NA
              NRC                                                                                                          NA
              NRC - Disconnect                                                                                             NA
    Automatic Callback, per month                                                                                          NA
              NRC                                                                                                          NA
              NRC - Disconnect                                                                                             NA
    Automatic Recall, per month                                                                                            NA
              NRC                                                                                                          NA
              NRC - Disconnect                                                                                             NA
    Calling Number Delivery, per month                                                                                     NA
              NRC                                                                                                          NA
              NRC - Disconnect                                                                                             NA
</TABLE>


<PAGE>

                                                                   Attachment 11
                                                                         Table 1
                                                                Rates - 24 of 65

                          BELLSOUTH/ITC-DELTACOM RATES
                                NETWORK ELEMENTS
                               AND OTHER SERVICES
--------------------------------------------------------------------------------
    Calling Number Delivery Blocking, per month                            NA
              NRC                                                          NA
              NRC - Disconnect                                             NA
    Customer Originated Trace, per month                                   NA
              NRC                                                          NA
              NRC - Disconnect                                             NA
    Selective Call Rejection, per month                                    NA
              NRC                                                          NA
              NRC - Disconnect                                             NA
    Selective Call Forwarding, per month                                   NA
              NRC                                                          NA
              NRC - Disconnect                                             NA
    Selective Call Acceptance, per month                                   NA
              NRC                                                          NA
              NRC - Disconnect                                             NA
    Multiline Hunt Service (Rotary)
    Service per line, (in addition to port) , per month                    NA
              NRC                                                          NA
              NRC - Disconnect                                             NA
    Call Forwarding Variable, per month                                    NA
              NRC                                                          NA
              NRC - Disconnect                                             NA
    Call Forwarding Busy Line, per month                                   NA
              NRC                                                          NA
              NRC - Disconnect                                             NA
    Call Forwarding Don't Answer All Calls, per month                      NA
              NRC                                                          NA
              NRC - Disconnect                                             NA
    Remote Call Forwarding, per month                                      NA
              NRC                                                          NA
              NRC - Disconnect                                             NA
    Call Transfer, per month                                               NA
              NRC                                                          NA
              NRC - Disconnect                                             NA
    Call Hold, per month                                                   NA
              NRC                                                          NA
              NRC - Disconnect                                             NA
    Toll Restricted Service, per month                                     NA
              NRC                                                          NA
              NRC - Disconnect                                             NA
    Message Waiting Indicator - Stutter Dial Tone, per month               NA
              NRC                                                          NA
              NRC - Disconnect                                             NA
    Anonymous Call Rejection, per month                                    NA
              NRC                                                          NA
              NRC - Disconnect                                             NA
    Shared Call Appearances of a DN, per month                             NA
              NRC                                                          NA
              NRC - Disconnect                                             NA
    Multiple Call Appearances, per month                                   NA
              NRC                                                          NA
              NRC - Disconnect                                             NA
    ISDN Bridged Call Exclusion, per month                                 NA
              NRC                                                          NA
              NRC - Disconnect                                             NA
    Call by Call Access, per month                                         NA
              NRC                                                          NA
              NRC - Disconnect                                             NA
    Privacy Release, per month                                             NA
              NRC                                                          NA
              NRC - Disconnect                                             NA
    Multi Appearance Directory Number Calls, per month                     NA
              NRC                                                          NA
              NRC - Disconnect                                             NA
    Make Set Busy, per month                                               NA
              NRC                                                          NA
              NRC - Disconnect                                             NA
    Teen Service (Res. Dist. Alerting Service), per month                  NA
              NRC                                                          NA
              NRC - Disconnect                                             NA
    Code Restriction and Diversion, per month                              NA
              NRC                                                          NA
              NRC - Disconnect                                             NA
    Call Park, per month                                                   NA
              NRC                                                          NA
              NRC - Disconnect                                             NA


<PAGE>

<TABLE>
<CAPTION>
                                                                   Attachment 11
                                                                         Table 1
                                                                Rates - 25 of 65

                          BELLSOUTH/ITC-DELTACOM RATES
                                NETWORK ELEMENTS
                               AND OTHER SERVICES
---------------------------------------------------------------------------------------------------------------
       DESCRIPTION                                                                     USOC              FL
<S> <C>                                                                             <C>                 <C>
    Automatic Line, per month                                                                             NA
              NRC                                                                                         NA
              NRC - Disconnect                                                                            NA

    2-WIRE ISDN BRI FEATURES
    Shared Primary Number-First Appr On Each Add'l Terminal                            DS1FJ              TBD
    Secondary Only Dn (Shared/Non-Shared) First Appearance                             LLDSF              TBD
    Shared Secondary Only Dn-First Appr On Each Add'l Term                             DS1F1              TBD
    Shared Non-ISDN DN                                                                  DOE               TBD
    Privacy Release                                                                    DS1FU              TBD
    Manual Exclusion                                                                   DS1FM              TBD
    Call Forwarding Variable-Voice Or Voice/Data                                       LLNCV              TBD
    Call Forwarding Variable - Data                                                    LLOCD              TBD
    Call Forwarding Variable - Feature Button - Voice                                  GJXCF              TBD
    Call Forwarding Variable - Feature Button - Data                                   LLPCD              TBD
    Call Forwarding Busy Line - Voice Or Voice/Data                                    LLQCV              TBD
    Call Forwarding Busy Line - Data                                                   LLRCD              TBD
    Call Frwdng Busy Line-Prgrmmbl-Voice Or Voice/Data                                 M6AVA              TBD
    Call Forwarding Busy Line - Programmable - Data                                    M6ADF              TBD
    Call Forwarding Don't Answer - Voice Or Voice/Data                                 LLSCV              TBD
    Call Forwarding Don't Answer - Data                                                LLUCD              TBD
    Call Forwdng Don't Answer-Prgrmmble Voice Or Voice/Data                            M6BVA              TBD
    Call Forwarding Don't Answer - Programmable - Data                                 M6BDF              TBD
    Call Frwdng Multiple Simultaneous - Voice Or Voice/Data                            M6CV5              TBD
    Call Forwarding Multiple Simultaneous - Data                                       M6CD5              TBD
    Conference, Drop, Hold And Transfer                                                DS1FN              TBD
    Six-Way Conference, Drop, Hold And Transfer                                        LLY6P              TBD
    Multi-Line Hunt Group - Voice Or Voice/Data                                         HTG               TBD
    Multi-Line Hunt Group - Data                                                       HTGSD              TBD
    Speed Calling                                                                      LLZSU              TBD
    Visual Message Waiting Indicator                                                   LLAVP              TBD
    Audible Message Waiting Indicator                                                   MWW               TBD
    Additional Call Appearance, PDN Or DN                                              DS1FG              TBD
    Call Tracing                                                                        NST               TBD
    Call Return                                                                         NSS               TBD
    Preferred Call Forwarding                                                           NCE               TBD
    Call Block                                                                          NSY               TBD
    Repeat Dialing                                                                      NSQ               TBD
    Per Line Blocking For Agencies/Law Enforcement                                      NOB               TBD
    Per Line Blocking For Non-Pub Customers                                            NOBNN              TBD
    Per Line Blocking For General Public                                               NOBPC              TBD
    Per Line Blocking For Non-Pub, And Non-Listed Customer                             NOBPP              TBD
    Per Line Blocking For Non-Pub Customers                                            NOBNP              TBD
    Per Line Blocking For Non-Pub Customers                                            NOBNR              TBD
    Call Return Denial Of, Per Activation                                               BCR               TBD
    Repeat Dialing, Denial Of, Per Activation                                           BRD               TBD
    Automatic Line/Direct Connect                                                      M6GN9              TBD
    Make Set Busy                                                                      M6MPD              TBD
    Selective Call Acceptance                                                          M6K16              TBD
    Call Park/Call Retrieve                                                            M6HP6              TBD
    Call Transfer System Exception                                                     M6QTD              TBD
    Make Set Busy - Intragroup                                                         M6MGD              TBD
    All Customized  Code Restrictions                                                  CREX+              TBD
    Additional Listings                                                                 CLT               TBD
    Additional Listing No Rate                                                          FLT               TBD
    Cross Reference Listing                                                             LLT               TBD
    Non-Pub Listing No Rate                                                             NP3               TBD
    Non-List Listing                                                                    NLT               TBD
    Non-List Listing No Rate                                                            NLE               TBD
    Alternate Call Listing                                                              FNA               TBD
    Manual Service Order Charge                                                        SOMAN              TBD
    All Selective Class Of Call Screening                                              SRG++              TBD

    ISDN Message Waiting Indication-Lamp, per month                                                       NA
              NRC                                                                                         NA
              NRC - Disconnect                                                                            NA
    ISDN Feature Function Buttons                                                                         NA
              NRC                                                                                         NA
              NRC - Disconnect                                                                            NA
    Subsequent Ordering Charge - (per order, per line)                                                    NA
              NRC - Electronic - 1st                                                                      NA
              NRC - Electronic - Add'l                                                                    NA
              NRC - Manual - 1st                                                                          NA
              NRC - Manual - Add'l                                                                        NA
              NRC - Disconnect                                                                            NA

    Unbundled Port Usage Charges
    End Office Switching (Port Usage)

         End Office Switching Function, per mou                                         N/A           $0.0008846
</TABLE>


<PAGE>

<TABLE>
<CAPTION>
                                                                   Attachment 11
                                                                         Table 1
                                                                Rates - 26 of 65

                          BELLSOUTH/ITC-DELTACOM RATES
                                NETWORK ELEMENTS
                               AND OTHER SERVICES

------------------------------------------------------------------------------------------------------------------------------------
<S>     <C>                                                                           <C>               <C>
       DESCRIPTION                                                                     USOC               FL
------------------------------------------------------------------------------------------------------------------------------------
         End Office Interoffice Trunk Port--Shared, per mou                             N/A           $0.0001893

    Tandem Switching (Port Usage) (Local or Access Tandem)
         Tandem Switching Function per mou                                              N/A           $0.0001522
         Tandem Interoffice Trunk Port - Shared per mou                                               $0.0002713

    Common (Shared) Transport

              Common (Shared) Transport per mile per mou                                N/A           $0.0000039
              Common (Shared) Transport Facilities Termination per mou                  N/A           $0.0004579
</TABLE>

    NOTES:
              Interim rates subject to true-up.
          1   Port rate includes all available features.
          2   Transmission/usage charges associated with POTS circuit switched
              usage will also apply to circuit switched voice and/or circuit
              switched data transmission by B-Channels associated with 2-wire
              ISDN ports.
          3   Access to B Channel or D Channel Packet capabilities will be
              avail- able only through BFR/New Business Request Process. Rates
              for the packet capabilities will be determined via the Bona Fide
              Request/New Business Request Process.
          4   This rate element is for those states which have a specific rate
              for User Profile per B Channel.
          5   This rate element is for use in those states with a different rate
              for additional minutes of use.
          6   Rates in TN and FL are interim and shall be trued-up when final
              rates are ordered.


<PAGE>

                                                                   Attachment 11
                                                                         Table 1
                                                                  Rates-27 of 65

                          BELLSOUTH/ITC/\DELTACOM RATES
                                NETWORK ELEMENTS
                               AND OTHER SERVICES
<TABLE>
<CAPTION>
<S>                                                                                                      <C>            <C>
UNBUNDLED DEDICATED TRANSPORT - Local Channel                                                            USOC              FL
Local Channel - Dedicated - 2-Wire VG
2-wire VG per mile                                                                                       1L5NC           $0.00
2-wire VG Monthly Recurring per month                                                                    ULDV2           $29.33
          NRC - 2-wire VG - 1st                                                                          ULDV2          $386.34
          NRC - 2-wire VG -Add'l                                                                         ULDV2           $66.36
          NRC -  2-Wire VG - Disconnect Chg - 1st                                                        ULDV2           $67.91
          NRC -  2-Wire VG - Disconnect Chg - Add'l                                                      ULDV2           $5.92
          NRC - Manual Svc Order, per LSR                                                                SOMAN           $21.56
          NRC - Manual Svc Order, per LSR disconnect                                                     SOMAN           $3.84
          NRC - Electronic Svc Order, per LSR                                                            SOMEC           $2.75
          NRC - Electronic Svc Order, per LSR disconnect                                                 SOMEC           $0.42
          NRC -  2-Wire VG - Incremental Charge--Manual Svc Order - 1st                                  SOMAN             NA
          NRC -  2-Wire VG - Incremental Charge--Manual Svc Order - Add'l                                SOMAN             NA
          NRC -  2-Wire VG - Incremental Charge--Manual Svc Order-Disconnect                             SOMAN             NA

Local Channel - Dedicated - 2-Wire VG Rev. Bat.
2-wire VG per mile                                                                                       1L5NC           $0.00
2-wrire VG Monthly Recurring per month                                                                   ULDR2           $29.33
          NRC - 2-wire VG - 1st                                                                          ULDR2         $3,865.34
          NRC - 2-wire VG -Add'l                                                                         ULDR2           $66.36
          NRC -  2-Wire VG - Disconnect Chg - 1st                                                        ULDR2           $67.91
          NRC -  2-Wire VG - Disconnect Chg - Add'l                                                      ULDR2           $5.92
          NRC - Manual Svc Order, per LSR                                                                SOMAN           $21.56
          NRC - Manual Svc Order, per LSR disconnect                                                     SOMAN           $3.84
          NRC - Electronic Svc Order, per LSR                                                            SOMEC           $2.75
          NRC - Electronic Svc Order, per LSR disconnect                                                 SOMEC           $0.42
          NRC -  2-Wire VG - Incremental Charge--Manual Svc Order - 1st                                  SOMAN             NA
          NRC -  2-Wire VG - Incremental Charge--Manual Svc Order - Add'l                                SOMAN             NA
          NRC -  2-Wire VG - Incremental Charge--Manual Svc Order-Disconnect                             SOMAN             NA

Local Channel - Dedicated - 4-Wire VG
4-wire VG per mile                                                                                       1L5NC           $0.00
4-wire VG Monthly Recurring per month                                                                    ULDV4           $30.50
          NRC - 4-Wire VG - 1st                                                                          ULDV4          $387.21
          NRC - 4-Wire VG - Add'l                                                                        ULDV4           $67.22
          NRC - 4-Wire VG - Disconnect Chg - 1st                                                         ULDV4           $68.78
          NRC - 4-Wire VG - Disconnect Chg - Add'l                                                       ULDV4           $6.79
          NRC - Manual Svc Order, per LSR                                                                SOMAN           $21.56
          NRC - Manual Svc Order, per LSR disconnect                                                     SOMAN           $3.84
          NRC - Electronic Svc Order, per LSR                                                            SOMEC           $2.75
          NRC - Electronic Svc Order, per LSR disconnect                                                 SOMEC           $0.42
          NRC - 4-Wire VG - Incremental Charge--Manual Svc Order - 1st                                   SOMAN             NA
          NRC - 4-Wire VG - Incremental Charge--Manual Svc Order - Add'l                                 SOMAN             NA
          NRC - 4-Wire VG - Incremental Charge--Manual Svc Order-Disconnect                              SOMAN             NA

Local Channel - Dedicated - DS1
DS1 per mile                                                                                             1L5NC           $0.00
DS1 per month                                                                                            ULDF1           $43.53
         NRC - DS1 - 1st                                                                                 ULDF1          $242.45
         NRC - DS1 - Add'l                                                                               ULDF1          $226.44
         NRC - DS1 - Disconnect Chg - 1st                                                                ULDF1           $41.13
         NRC - DS1 - Disconnect Chg - Add'l                                                              ULDF1           $28.28
          NRC - Manual Svc Order, per LSR                                                                SOMAN           $21.56
          NRC - Manual Svc Order, per LSR disconnect                                                     SOMAN           $3.84
          NRC - Electronic Svc Order, per LSR                                                            SOMEC           $2.75
          NRC - Electronic Svc Order, per LSR disconnect                                                 SOMEC           $0.42
          NRC - DS1 - Incremental Charge--Manual Svc Order - 1st                                         SOMAN             NA
          NRC - DS1 - Incremental Charge--Manual Svc Order - Add'l                                       SOMAN             NA
          NRC - DS1 - Incremental Charge--Manual Svc Order-Disconnect                                    SOMAN             NA

Local Channel - Dedicated - DS3
DS3 - per mile per month                                                                                 1L5NC           $9.16
DS3 - Facility Termination per month                                                                     ULDF3          $556.27
         NRC - DS3 - Facility Termination - 1st                                                          ULDF3          $903.37
         NRC - DS3 - Facility Termination - Add'l                                                        ULDF3          $528.05
          NRC - DS3 - Facility Termination - Disconnect - 1st                                            ULDF3          $221.46
          NRC - DS3 - Facility Termination - Disconnect - Add'l                                          ULDF3          $154.90
          NRC - Manual Svc Order, per LSR                                                                SOMAN           $21.56
          NRC - Manual Svc Order, per LSR disconnect                                                     SOMAN           $3.84
          NRC - Electronic Svc Order, per LSR                                                            SOMEC           $2.75
          NRC - Electronic Svc Order, per LSR disconnect                                                 SOMEC           $0.42
          NRC - DS3 -Incremental Charge--Manual Svc Order - 1st                                          SOMAN             NA
          NRC - DS3 - Incremental Charge--Manual Svc Order - Add'l                                       SOMAN             NA
          NRC - DS3 - Incremental Charge--Manual Svc Order-Disconnect -1st                               SOMAN             NA
          NRC - DS3 - Incremental Charge--Manual Svc Order-Disconnect-Add'l                              SOMAN             NA

Local Channel - Dedicated - STS-1
STS-1 - per mile per month                                                                               1L5NC           $9.16
</TABLE>
<PAGE>

                                                                   Attachment 11
                                                                         Table 1
                                                                  Rates-28 of 65

                          BELLSOUTH/ITC/\DELTACOM RATES
                                NETWORK ELEMENTS
                               AND OTHER SERVICES
<TABLE>
<CAPTION>
<S>                                                                                                      <C>            <C>
STS-1 - Facility Termination per month                                                                   ULDFS          $565.48
         NRC - STS-1 - Facility Termination - 1st                                                        ULDFS          $903.37
         NRC - STS-1 - Facility Termination - Add'l                                                      ULDFS          $528.05
          NRC - STS-1 - Facility Termination - Disconnect - 1st                                          ULDFS          $221.46
          NRC - STS-1 - Facility Termination - Disconnect - Add'l                                        ULDFS          $154.90
          NRC - Manual Svc Order, per LSR                                                                SOMAN           $21.56
          NRC - Manual Svc Order, per LSR disconnect                                                     SOMAN           $3.84
          NRC - Electronic Svc Order, per LSR                                                            SOMEC           $2.75
          NRC - Electronic Svc Order, per LSR disconnect                                                 SOMEC           $0.42
          NRC - STS-1 -Incremental Charge--Manual Svc Order - 1st                                        SOMAN             NA
          NRC - STS-1 - Incremental Charge--Manual Svc Order - Add'l                                     SOMAN             NA
          NRC - STS-1 - Incremental Charge--Manual Svc Order-Disconnect -1st                             SOMAN             NA
          NRC - STS-1 - Incremental Charge--Manual Svc Order-Disconnect-Add'l                            SOMAN             NA

Local Channel - Dedicated - OC3
OC3 per mile per month                                                                                   1L5NC           $8.93
OC3 Facility Termination per month                                                                                      $648.60
         NRC - OC3 - Facility Termination - 1st                                                                         $966.45
         NRC - OC3 - Facility Termination - Add'l                                                                       $408.85
         NRC - OC3 - Facility Termination - Disconnect Chg - 1st                                                         $11.56
         NRC - OC3 - Facility Termination - Disconnect Chg - Add'l                                                      $108.34
          NRC - Manual Svc Order, per LSR                                                                SOMAN           $21.56
          NRC - Manual Svc Order, per LSR disconnect                                                     SOMAN           $3.84
          NRC - Electronic Svc Order, per LSR                                                            SOMEC           $2.75
          NRC - Electronic Svc Order, per LSR disconnect                                                 SOMEC           $0.42
          NRC - OC3 - Incremental Charge--Manual Svc Order - 1st                                         SOMAN             NA
          NRC - OC3 - Incremental Charge--Manual Svc Order - Add'l                                       SOMAN             NA
          NRC - OC3 - Incremental Charge--Manual Svc Order-Disconnect-1st                                SOMAN             NA
          NRC - OC3 - Incremental Charge--Manual Svc Order-Disconnect-Add'l                              SOMAN             NA

Local Channel - Dedicated - OC12
OC12 per mile per month                                                                                  1L5NC         $2,053.06
OC12 Facility Termination per month                                                                                    $1,183.46
         NRC - OC12 - Facility Termination - 1st                                                                        $408.85
         NRC - OC12 - Facility Termination - Add'l                                                                      $111.56
         NRC - OC12 - Facility Termination -Disconnect Chg - 1st                                                        $108.34
         NRC - OC12 - Facility Termination - Disconnect Chg - Add'l                                                      $21.56
          NRC - Manual Svc Order, per LSR                                                                SOMAN           $3.84
          NRC - Manual Svc Order, per LSR disconnect                                                     SOMAN           $2.75
          NRC - Electronic Svc Order, per LSR                                                            SOMEC           $0.42
          NRC - Electronic Svc Order, per LSR disconnect                                                 SOMEC           $0.43
          NRC - OC12 - Incremental Charge--Manual Svc Order - 1st                                        SOMAN             NA
          NRC - OC12 - Incremental Charge--Manual Svc Order - Add'l                                      SOMAN             NA
          NRC - OC12 - Incremental Charge--Manual Svc Order-Disconnect-1st                               SOMAN             NA
          NRC - OC12 - Incremental Charge--Manual Svc Order-Disconnect-Add'l                             SOMAN             NA

Local Channel - Dedicated - OC48
OC48 per mile per month                                                                                  1L5NC           $36.04
OC48 Facility Termination per month                                                                                    $1,685.97
OC48 - Interface OC12 on OC48 per month                                                                                 $587.71
         NRC - OC48 - Facility Termination - 1st                                                                       $1,183.46
         NRC - OC48 - Facility Termination -Add'l                                                                       $408.85
         NRC - OC48 - Interface OC12 on OC48 - 1st                                                                      $543.72
         NRC -OC48 - Interface OC12 on OC48 -Add'l                                                                      $312.05
         NRC - OC48 - Facility Termination - Disconnect Chg - 1st                                                       $111.56
         NRC - OC48 - Facility Termination - Disconnect Chg - Add'l                                                     $108.34
         NRC - OC48 - Interface OC12 on OC48 - Disconnect Chg - 1st                                                     $111.56
         NRC - OC48 - Interface OC12 on OC48 - Disconnect Chg - Add'l                                                   $108.34
          NRC - Manual Svc Order, per LSR                                                                SOMAN           $21.56
          NRC - Manual Svc Order, per LSR disconnect                                                     SOMAN           $3.84
          NRC - Electronic Svc Order, per LSR                                                            SOMEC           $2.75
          NRC - Electronic Svc Order, per LSR disconnect                                                 SOMEC           $0.42
          NRC - OC48 - Incremental Charge--Manual Svc Order - 1st                                        SOMAN             NA
          NRC - OC48 - Incremental Charge--Manual Svc Order - Add'l                                      SOMAN             NA
          NRC - OC48 -Interface-Incremental Cost-Manual Svc. Order vs. Electronic-1st                    SOMAN             NA
          NRC - OC48 -Interface-Incremental Cost-Manual Svc. Order vs. Electronic-Add'l                  SOMAN             NA
          NRC - OC48 - Incremental Charge--Manual Svc Order-Disconnect-1st                               SOMAN             NA
          NRC - OC48 - Incremental Charge--Manual Svc Order-Disconnect-Add'l                             SOMAN             NA
          NRC - OC48 -Interface-Incremental Cost-Manual Svc. Order vs. Electronic-Disconnect-1st         SOMAN             NA
          NRC - OC48 -Interface-Incremental Cost-Manual Svc. Order vs. Electronic-Disconnect-Add'l       SOMAN             NA

UNBUNDLED DEDICATED TRANSPORT - Interoffice Channel
Interoffice Transport - Dedicated - 2-wire VG
 2-Wire VG - per mile per month                                                                          1L5XX          $0.0098
2-Wire VG - Facility Termination per month                                                               U1TV2           $26.52
        NRC - 2-wire VG - Facility Termination -1st                                                      U1TV2           $81.09
        NRC - 2-wire VG - Facility Termination - Add'l                                                   U1TV2           $54.83
        NRC - 2-wire VG  -Facility Termination - Disconnect Charge -1st                                  U1TV2           $31.01
        NRC - 2-wire VG  - Facility Termination - Disconnect Charge -Add'l                               U1TV2           $12.78
</TABLE>
<PAGE>

                                                                   Attachment 11
                                                                         Table 1
                                                                  Rates-29 of 65

                          BELLSOUTH/ITC/\DELTACOM RATES
                                NETWORK ELEMENTS
                               AND OTHER SERVICES
<TABLE>
<CAPTION>
<S>                                                                                                      <C>            <C>
       NRC - Manual Svc Order, per LSR                                                                   SOMAN           $21.56
          NRC - Manual Svc Order, per LSR disconnect                                                     SOMAN           $3.84
       NRC - Electronic Svc Order, per LSR                                                               SOMEC           $2.75
          NRC - Electronic Svc Order, per LSR disconnect                                                 SOMEC           $0.42
        NRC - 2-wire VG - Incremental Charge--Manual Svc Order - 1st                                     SOMAN             NA
        NRC - 2-wire VG - Incremental Charge--Manual Svc Order - Add'l                                   SOMAN             NA
        NRC - 2-wire VG - Incremental Charge--Manual Svc Order-Disconnect--1st                           SOMAN             NA
        NRC - 2-wire VG - Incremental Charge--Manual Svc Order-Disconnect--Add'l                         SOMAN             NA

Interoffice Transport - Dedicated - 2-wire VG - Rev Bat.
 2-Wire VG - per mile per month                                                                          1L5XX          $0.0098
2-Wire VG - Facility Termination per month                                                               U1TR2           $26.52
        NRC - 2-wire VG - Facility Termination -1st                                                      U1TR2           $81.09
        NRC - 2-wire VG - Facility Termination - Add'l                                                   U1TR2           $54.83
        NRC - 2-wire VG  -Facility Termination - Disconnect Charge -1st                                  U1TR2           $31.01
        NRC - 2-wire VG  - Facility Termination - Disconnect Charge -Add'l                               U1TR2           $12.78
       NRC - Manual Svc Order, per LSR                                                                   SOMAN           $21.56
          NRC - Manual Svc Order, per LSR disconnect                                                     SOMAN           $3.84
       NRC - Electronic Svc Order, per LSR                                                               SOMEC           $2.75
          NRC - Electronic Svc Order, per LSR disconnect                                                 SOMEC           $0.42
        NRC - 2-wire VG - Incremental Charge--Manual Svc Order - 1st                                     SOMAN             NA
        NRC - 2-wire VG - Incremental Charge--Manual Svc Order - Add'l                                   SOMAN             NA
        NRC - 2-wire VG - Incremental Charge--Manual Svc Order-Disconnect--1st                           SOMAN             NA
        NRC - 2-wire VG - Incremental Charge--Manual Svc Order-Disconnect--Add'l                         SOMAN             NA

Common (Shared) Transport
Common (Shared) Transport per mile per mou                                                                NA            $0.000012
Common (Shared) Transport Facilities Termination per mou                                                  NA            $0.0005

Interoffice Transport - Dedicated - 4-wire VG
 4-Wire VG - per mile per month                                                                          1L5XX          $0.0098
4-Wire VG - Facility Termination per month                                                               U1TV4           $23.64
        NRC - 4-wire VG - Facility Termination -1st                                                      U1TV4           $81.09
        NRC - 4-wire VG - Facility Termination - Add'l                                                   U1TV4           $54.63
        NRC - 4-wire VG  -Facility Termination - Disconnect Charge -1st                                  U1TV4           $31.01
        NRC - 4-wire VG  - Facility Termination - Disconnect Charge -Add'l                               U1TV4           $12.78
       NRC - Manual Svc Order, per LSR                                                                   SOMAN           $21.56
          NRC - Manual Svc Order, per LSR disconnect                                                     SOMAN           $3.84
       NRC - Electronic Svc Order, per LSR                                                               SOMEC           $2.77
          NRC - Electronic Svc Order, per LSR disconnect                                                 SOMEC           $0.42
        NRC - 4-wire VG - Incremental Charge--Manual Svc Order - 1st                                     SOMAN             NA
        NRC - 4-wire VG - Incremental Charge--Manual Svc Order - Add'l                                   SOMAN             NA
        NRC - 4-wire VG - Incremental Charge--Manual Svc Order-Disconnect--1st                           SOMAN             NA
        NRC - 4-wire VG - Incremental Charge--Manual Svc Order-Disconnect--Add'l                         SOMAN             NA

Interoffice Transport - Dedicated - DS0 - 56kbps
DS0 - per mile per month                                                                                 1L5XX          $0.0098
DS0 - Facility Termination per month                                                                     U1TD5           $19.31
        NRC - DS0 - Facility Termination - 1st                                                           U1TD5           $81.11
        NRC - DS0 - Facility Termination - Add'l                                                         U1TD5           $54.83
        NRC - DS0 -Facility Termination  - Disconnect Charge - 1st                                       U1TD5           $31.01
        NRC - DS0 - Facility Termination  - Disconnect Charge - Add'l                                    U1TD5           $12.78
        NRC - Manual Svc Order, per LSR                                                                  SOMAN           $21.56
          NRC - Manual Svc Order, per LSR disconnect                                                     SOMAN           $3.84
        NRC - Electronic Svc Order, per LSR                                                              SOMEC           $2.77
          NRC - Electronic Svc Order, per LSR disconnect                                                 SOMEC           $0.42
        NRC - DS0 -Incremental Charge--Manual Svc Order - 1st                                            SOMAN             NA
        NRC -DS0 - Incremental Charge--Manual Svc Order - Add'l                                          SOMAN             NA
        NRC - DS0 -Incremental Charge--Manual Svc Order-Disconnect--1st                                  SOMAN             NA
        NRC - DS0 -Incremental Charge--Manual Svc Order-Disconnect-Add'l                                 SOMAN             NA

Interoffice Transport - Dedicated -DS0 - 64 kbps
DS0 - per mile per month                                                                                 1L5XX          $0.0098
DS0 - Facility Termination per month                                                                     U1TD6           $19.31
        NRC - DS0 - Facility Termination - 1st                                                           U1TD6           $81.11
        NRC - DS0 - Facility Termination - Add'l                                                         U1TD6           $54.83
        NRC - DS0 -Facility Termination  - Disconnect Charge - 1st                                       U1TD6           $31.01
        NRC - DS0 - Facility Termination  - Disconnect Charge - Add'l                                    U1TD6           $12.78
        NRC - Manual Svc Order, per LSR                                                                  SOMAN           $21.56
          NRC - Manual Svc Order, per LSR disconnect                                                     SOMAN           $3.84
        NRC - Electronic Svc Order, per LSR                                                              SOMEC           $2.77
          NRC - Electronic Svc Order, per LSR disconnect                                                 SOMEC           $0.42
        NRC - DS0 -Incremental Charge--Manual Svc Order - 1st                                            SOMAN             NA
        NRC -DS0 - Incremental Charge--Manual Svc Order - Add'l                                          SOMAN             NA
        NRC - DS0 -Incremental Charge--Manual Svc Order-Disconnect--1st                                  SOMAN             NA
        NRC - DS0 -Incremental Charge--Manual Svc Order-Disconnect-Add'l                                 SOMAN             NA

CALLING NAME (CNAM) QUERY SERVICE
Interoffice Transport - Dedicated - DS1
DS1 - per mile per month                                                                                 1L5XX          $0.6013
</TABLE>
<PAGE>

                                                                   Attachment 11
                                                                         Table 1
                                                                  Rates-30 of 65

                          BELLSOUTH/ITC/\DELTACOM RATES
                                NETWORK ELEMENTS
                               AND OTHER SERVICES
<TABLE>
<CAPTION>
<S>                                                                                                      <C>            <C>
DS1 - Facility Termination per month                                                                     U1TF1           $99.79
        NRC - DS1-Facility Termination - 1st                                                             U1TF1           $45.91
        NRC - DS1 - Facility Termination - Add'l                                                         U1TF1           $44.18
        NRC - DS1 - Facility Termination  - Disconnect Charge - 1st                                      U1TF1           $30.30
        NRC - DS1 -  Facility Termination -Disconnect Charge - Add'l                                     U1TF1           $26.76
        NRC - Manual Svc Order, per LSR                                                                  SOMAN           $21.56
          NRC - Manual Svc Order, per LSR disconnect                                                     SOMAN           $3.84
        NRC - Electronic Svc Order, per LSR                                                              SOMEC           $2.77
          NRC - Electronic Svc Order, per LSR disconnect                                                 SOMEC           $0.42
        NRC - DS1 - Incremental Charge--Manual Svc Order - 1st                                           SOMAN             NA
        NRC -DS1 -  Incremental Charge--Manual Svc Order - Add'l                                         SOMAN             NA
        NRC - DS1 - Incremental Charge--Manual Svc Order-Disconnect--1st                                 SOMAN             NA
        NRC - DS1 - Incremental Charge--Manual Svc Order-Disconnect-Add'l                                SOMAN             NA

Interoffice Transport - Dedicated - DS3
DS3 - per mile per month                                                                                 1L5XX           $4.17
DS3 -Facility Termination per month                                                                      U1TF3         $1,121.93
        NRC - DS3 - Facility Termination -1st                                                            U1TF3          $557.69
        NRC  - DS3 - Facility Termination - Add'l                                                        U1TF3          $325.61
        NRC - DS3 - Facility Termination - Disconnect Charge - 1st                                       U1TF3          $111.56
        NRC - DS3 -  Facility Termination - Disconnect Charge - Add'l                                    U1TF3          $108.34
        NRC - Manual Svc Order, per LSR                                                                  SOMAN           $21.56
          NRC - Manual Svc Order, per LSR disconnect                                                     SOMAN           $3.84
        NRC - Electronic Svc Order, per LSR                                                              SOMEC           $2.77
          NRC - Electronic Svc Order, per LSR disconnect                                                 SOMEC           $0.42
        NRC - DS3 - Incremental Charge--Manual Svc Order - 1st                                           SOMAN             NA
        NRC - DS3 - Incremental Charge--Manual Svc Order - Add'l                                         SOMAN             NA
        NRC - DS3 - Incremental Charge--Manual Svc Order-Disconnect--1st                                 SOMAN             NA
        NRC - DS3  - Incremental Charge--Manual Svc Order-Disconnect-Add'l                               SOMAN             NA

Interoffice Transport - Dedicated - STS-1
STS-1 - per mile per month                                                                               1L5XX           $4.17
STS-1 -Facility Termination per month                                                                    U1TFS         $1,105.98
        NRC - STS-1 - Facility Termination -1st                                                          U1TFS          $557.69
        NRC - STS-1 - Facility Termination - Add'l                                                       U1TFS          $325.61
        NRC - STS-1 - Facility Termination - Disconnect Charge - 1st                                     U1TFS          $111.56
        NRC - STS-1 -  Facility Termination - Disconnect Charge - Add'l                                  U1TFS          $108.34
        NRC - Manual Svc Order, per LSR                                                                  SOMAN           $21.56
          NRC - Manual Svc Order, per LSR disconnect                                                     SOMAN           $3.84
        NRC - Electronic Svc Order, per LSR                                                              SOMEC           $2.77
          NRC - Electronic Svc Order, per LSR disconnect                                                 SOMEC           $0.43
        NRC - STS-1 - Incremental Charge--Manual Svc Order - 1st                                         SOMAN             NA
        NRC - STS-1 - Incremental Charge--Manual Svc Order - Add'l                                       SOMAN             NA
        NRC - DS3 - Incremental Charge--Manual Svc Order-Disconnect--1st                                 SOMAN             NA
        NRC - DS3  - Incremental Charge--Manual Svc Order-Disconnect-Add'l                               SOMAN             NA

Interoffice Transport - Dedicated - OC3
OC3 -per mile per month                                                                                  1L5XX           $8.24
OC3 -Facility Termination per month                                                                                    $3,020.08
       NRC - OC-3 - Facility Termination - 1st                                                                          $869.65
       NRC - OC-3 - Facility Termination - Add'l                                                                        $312.05
       NRC - OC-3 - Facility Termination - Disconnect Charge - 1st                                                      $111.56
       NRC - OC-3 - Facility Termination - Disconnect Charge - Add'l                                                    $108.34
        NRC - Manual Svc Order, per LSR                                                                  SOMAN           $21.56
          NRC - Manual Svc Order, per LSR disconnect                                                     SOMAN           $3.84
        NRC - Electronic Svc Order, per LSR                                                              SOMEC           $2.77
          NRC - Electronic Svc Order, per LSR disconnect                                                 SOMEC           $0.43
       NRC - OC3 - Incremental Cost - Manual Svc Order vs. Electronic-1st                                SOMAN             NA
       NRC - OC3 - Incremental Cost - Manual Svc Order vs. Electronic-Add'l                              SOMAN             NA
       NRC - OC3 - Incremental Cost - Manual Svc Order vs. Electronic-Disconnect-1st                     SOMAN             NA
       NRC - OC3 - Incremental Cost - Manual Svc Order vs. Electronic-Disconnect-Add'l                   SOMAN             NA

Interoffice Transport - Dedicated - OC12
OC12 -per mile per month                                                                                 1L5XX           $26.45
OC12 -Facility Termination                                                                                             $11,599.14
       NRC - OC12- Facility Termination - 1st                                                                          $1,086.66
       NRC - OC12- Facility Termination - Add'l                                                                         $312.05
       NRC - OC12 - Facility Termination - Disconnect Chg - 1st                                                         $111.56
       NRC - OC12 - Facility Termination - Disconnect Chg - Add'l                                                       $108.34
        NRC - Manual Svc Order, per LSR                                                                  SOMAN           $21.56
          NRC - Manual Svc Order, per LSR disconnect                                                     SOMAN           $3.84
        NRC - Electronic Svc Order, per LSR                                                              SOMEC           $2.77
          NRC - Electronic Svc Order, per LSR disconnect                                                 SOMEC           $0.43
       NRC - OC12 - Incremental Cost - Manual Svc Order vs. Electronic-1st                               SOMAN             NA
       NRC - OC12 - Incremental Cost - Manual Svc Order vs. Electronic-Add'l                             SOMAN             NA
       NRC - OC12 - Incremental Cost - Manual Svc Order vs. Elect-Disconnect-1st                         SOMAN             NA
       NRC - OC12 - Incremental Cost - Manual Svc Order vs. Elect-Disconnect-Add'l                       SOMAN             NA

Interoffice Transport - Dedicated - OC48
</TABLE>
<PAGE>

                                                                   Attachment 11
                                                                         Table 1
                                                                  Rates-31 of 65

                          BELLSOUTH/ITC/\DELTACOM RATES
                                NETWORK ELEMENTS
                               AND OTHER SERVICES
<TABLE>
<CAPTION>
<S>                                                                                                      <C>            <C>
OC48 -per mile per month                                                                                 1L5XX           $34.07
OC48 -Facility Termination per month                                                                                    #######
OC48 -per Interface OC12 on OC48 per month                                                                             $1,199.42
       NRC - OC48 - Facility Termination - 1st                                                                         $1,086.66
       NRC - OC48 - Facility Termination - Add'l                                                                        $312.05
       NRC - OC48 - Interface OC12 on OC48 - 1st                                                                        $543.72
       NRC - OC48 - Interface OC12 on OC48 - Add'l                                                                      $312.05
       NRC - OC48 - Facility Termination - Disconnect Chg - 1st                                                         $111.56
       NRC - OC48 - Facility Termination - Disconnect Chg - Add'l                                                       $108.34
        NRC - OC48 - Interface OC12 on OC48 - Disconnect - 1st                                                          $111.56
        NRC - OC48 - Interface OC12 on OC48 - Disconnect - Add'l                                                        $108.34
        NRC - Manual Svc Order, per LSR                                                                  SOMAN           $21.56
          NRC - Manual Svc Order, per LSR disconnect                                                     SOMAN           $3.84
        NRC - Electronic Svc Order, per LSR                                                              SOMEC           $2.77
          NRC - Electronic Svc Order, per LSR disconnect                                                 SOMEC           $0.43
       NRC - OC48 - Incremental Cost - Manual Svc. Order vs. Electronic-1st                              SOMAN             NA
       NRC - OC48 - Incremental Cost - Manual Svc. Order vs. Electronic-Add'l                            SOMAN             NA
       NRC - OC48 - Interface- Incremental Cost - Manual Svc. Order vs. Electronic-1st                   SOMAN             NA
       NRC - OC48 - Interface- Incremental Cost - Manual Svc. Order vs. Electronic-Add'l                 SOMAN             NA
       NRC - OC48 - Incremental Cost - Manual Svc. Order vs. Elect-Disconnect-1st                        SOMAN             NA
       NRC - OC48 - Incremental Cost - Manual Svc. Order vs. Elect-Disconnect-Add'l                      SOMAN             NA
       NRC - OC48-Interface-Incremental Cost-Manual Svc. Order vs. Elec-Disconnect-1st                   SOMAN             NA
       NRC - OC48-Interface-Incremental Cost-Manual Svc. Order vs. Elec-Disconnect-Addl                  SOMAN             NA

UNBUNDLED CHANNELIZATION
DS3 Channelization (DS3 to DS1)
per Channelized System (28 DS1) per month                                                                 MQ3           $220.97
       NRC - 1st                                                                                          MQ3           $356.40
       NRC - Add'l                                                                                        MQ3           $188.00
       NRC -1st - Disconnect                                                                              MQ3            $61.64
       NRC -Add'l - Disconnect                                                                            MQ3            $58.98
per Interface per month (COCI)                                                                           UC1D1           $14.40
        NRC - 1st                                                                                        UC1D1           $13.16
        NRC - Add'l                                                                                      UC1D1           $9.43
        NRC - Manual Svc Order, per LSR                                                                  SOMAN           $21.56
          NRC - Manual Svc Order, per LSR disconnect                                                     SOMAN           $3.84
        NRC - Electronic Svc Order, per LSR                                                              SOMEC           $2.77
          NRC - Electronic Svc Order, per LSR disconnect                                                 SOMEC           $0.43
Channel System - Incremental Cost -  Manual Svc. Order vs. Electronic -1st                               SOMAN             NA
Channel System - Incremental Cost -  Manual Svc. Order vs. Electronic -Add'l                             SOMAN             NA
Incremental Cost-Manual Svc. Order vs. Elect -Disconnect - 1st                                           SOMAN             NA
Incremental Cost-Manual Svc. Order vs. Elect -Disconnect - Add'l                                         SOMAN             NA

DS1 Channelization (DS1 to DS0)
per Channelized System (24 DS0) per month                                                                 MQ1           $153.60
        NRC - 1st                                                                                         MQ1           $182.14
        NRC - Add'l                                                                                       MQ1           $125.18
       NRC -1sr - Disconnect                                                                              MQ1            $19.52
       NRC -Add'l - Disconnect                                                                            MQ1            $18.14
 - Interface (COCI)
   per OCU-DP(data) card per month (2.4-64kbs)                                                           1D1DD           $2.20
        NRC - 1st                                                                                        1D1DD           $13.16
        NRC - Add'l                                                                                      1D1DD           $9.43
   per BRITE card per month                                                                              UC1CA           $3.83
        NRC - 1st                                                                                        UC1CA           $13.16
        NRC - Add'l                                                                                      UC1CA           $9.43
   per VG card per month (DS0)                                                                           1D1VG           $1.45
        NRC - 1st                                                                                        1D1VG           $13.16
        NRC - Add'l                                                                                      1D1VG           $9.43
        NRC - Manual Svc Order, per LSR                                                                  SOMAN           $21.56
          NRC - Manual Svc Order, per LSR disconnect                                                     SOMAN           $3.84
        NRC - Electronic Svc Order, per LSR                                                              SOMEC           $2.77
          NRC - Electronic Svc Order, per LSR disconnect                                                 SOMAN           $0.43
Channel System - Incremental Cost -  Manual Svc. Order vs. Electronic -1st                               SOMAN             NA
Channel System - Incremental Cost -  Manual Svc. Order vs. Electronic -Add'l                             SOMAN             NA
Incremental Cost-Manual Svc. Order vs. Elect -Disconnect - 1st                                           SOMAN             NA
Incremental Cost-Manual Svc. Order vs. Elect -Disconnect - Add'l                                         SOMAN             NA

UNBUNDLED DARK FIBER
Dark Fiber - Interoffice (four fiber strands) per route mile or fraction thereof, per month              1L5DF           $28.82
       NRC - Per each four-fiber dark fiber arrangement - 1st                                            UDF14         $1,278.62
       NRC - Per each four-fiber dark fiber arrangement - Add'l                                          UDF14          $275.82
       NRC -Disconnect--1st                                                                              UDF14          $587.64
       NRC -Disconnect--Add'l                                                                            UDF14          $366.34

Dark Fiber - Local Channel(four fiber strands) per route mile or fraction thereof, per month             1L5DC           $58.35
       NRC - Per each four-fiber dark fiber arrangement - 1st                                            UDFC4         $1,278.62
       NRC - Per each four-fiber dark fiber arrangement - Add'l                                          UDFC4          $275.82
       NRC -Disconnect--1st                                                                              UDFC4          $587.64
</TABLE>
<PAGE>

                                                                   Attachment 11
                                                                         Table 1
                                                                  Rates-32 of 65

                          BELLSOUTH/ITC/\DELTACOM RATES
                                NETWORK ELEMENTS
                               AND OTHER SERVICES
<TABLE>
<CAPTION>
<S>                                                                                                      <C>            <C>
       NRC -Disconnect--Add'l                                                                            UDFC4          $366.34

Dark Fiber - Local Loop (four fiber strands) per route mile or fraction thereof, per month               1L5DL           $58.35
       NRC - Per each four-fiber dark fiber arrangement - 1st                                            UDFL4         $1,278.62
       NRC - Per each four-fiber dark fiber arrangement - Add'l                                          UDFL4          $275.82
       NRC -Disconnect--1st                                                                              UDFL4          $587.64
       NRC -Disconnect--Add'l                                                                            UDFL4          $366.34


NOTES:
Interim rates subject to true-up.
</TABLE>
<PAGE>

                                                                   Attachment 11
                                                                         Table 1
                                                                  Rates-33 of 65

                          BELLSOUTH/ITC/\DELTACOM RATES
                                NETWORK ELEMENTS
                               AND OTHER SERVICES
<TABLE>
<CAPTION>
<S>                                                                                                      <C>            <C>
  DESCRIPTION                                                                                            USOC             FL
UNBUNDLED LOOP COMBINATIONS

Unbundled Loop/Port Combinations (Note 4)
MARKET RATES   (INCLUDING ALL VERTICAL FEATURES) (Note 1)
Density Zone 1 / Top 8 MSAs in BellSouth Region                                                                      Orlando, Ft.
                                                                                                                     Lauderdale,
                                                                                                                        Miami
    Customers with 4 or more DS0 Equivalent
    Currently Combined (Note2)
         2-Wire Voice Grade Loop with 2-Wire Line Port (Res. and Bus.)
              2-Wire Voice Grade Line Port (Res.), per month
              2- wire voice unbundled port - residence                                                   UEPRL          $14.00
              2-wire voice unbundled port  with caller ID - residence                                    UEPRC          $14.00
              2-wire voice unbundled port outgoing only - residence                                      UEPRO          $14.00
              2-wire voice grade unbundled Alabama extended local dialing parity port
                with caller ID                                                                           UEPAR            NA
              2-wire voice grade unbundled Kentucky extended local dialing parity port
                with caller ID                                                                           UEPRM            NA
              2-wire voice grade unbundled Louisiana extended local dialing parity port
                with caller ID                                                                           UEPAS            NA
              2-wire voice grade unbundled Mississippi extended local dialing parity port
                with caller ID                                                                           UEPAT            NA
              2-wire voice grade unbundled South Carolina extended local dialing parity port
                with caller ID                                                                           UEPAU            NA
              2-wire voice grade unbundled Tennessee extended local dialing parity port
                with caller ID                                                                           UEPAQ            NA
              2-wire voice unbundled Florida area calling with caller ID - residence                     UEPAF          $14.00
              2-wire voice unbundled Louisiana Area Plus with caller ID - residence (RUL)                UEPAG            NA
              2-wire voice unbundled Louisiana Area Plus with caller ID - residence (AC7)                UEPAH            NA
              2-wire voice unbundled South Carolina Area Calling port with Caller ID
                - residence (LW8)                                                                        UEPAJ            NA
              2-wire voice unbundled Tennessee Area Calling port with Caller ID
                - residence (F2R)                                                                        UEPAK            NA
              2-wire voice unbundled Tennessee Area Calling port with Caller ID
                - residence (TACER)                                                                      UEPAL            NA
              2-wire voice unbundled Tennessee Area Calling port with Caller ID
                - residence (TACSR)                                                                      UEPAM            NA
              2-wire voice unbundled Tennessee Area Calling port with Caller ID
                - residence (1MF2X)                                                                      UEPAN            NA
              2-wire voice unbundled Tennessee Area Calling port with Caller ID
                - residence (2MR)                                                                        UEPAO            NA
              2-wire voice unbundled res, low usage line port with Caller ID (LUM)                       UEPAP          $14.00
              2-Wire Voice Grade Line Port (Bus.), per month
              2-wire voice unbundled port without Caller ID                                              UEPBL          $14.00
              2-wire voice unbundled port with unbundled port with Caller+E484 ID                        UEPBC          $14.00
              2-wire voice unbundled outgoing only port                                                  UEPBO          $14.00
              2-wire voice grade unbundled Alabama extended local dialing parity port
                with caller ID                                                                           UEPAW            NA
              2-wire voice grade unbundled Kentucky extended local dialing parity port
                with caller ID                                                                           UEPBM            NA
              2-wire voice grade unbundled Louisiana extended local dialing parity port
                with caller ID                                                                           UEPAX            NA
              2-wire voice grade unbundled Mississippi extended local dialing parity port
                with caller ID                                                                           UEPAY            NA
              2-wire voice grade unbundled South Carolina extended local dialing parity port
                with caller ID                                                                           UEPAZ            NA
              2-wire voice grade unbundled Tennessee extended local dialing parity port
                with caller ID                                                                           UEPAV            NA
              2-wire voice unbundled incoming only port with Caller ID                                   UEPB1          $14.00
              2-wire voice unbundled LA Bus Area Calling Port with Caller ID (BUC)                       UEPAA            NA
              2-wire voice unbundled SC Bus Area Calling Port with Caller ID (LMB)                       UEPAB            NA
              2-wire voice unbundled TN Bus 2-Way Area Calling Port Economy Option (TACC1)               UEPAC            NA
              2-wire voice unbundled TN Bus 2-Way Area Calling Port Standard Option (TACC2)              UEPAD            NA
              2-wire voice unbundled TN Bus 2-WAY Collierville and Memphis Local Calling Port (B2F)      UEPAE            NA
              2-Wire Voice Grade Loop (SL1) (Res. and Bus.)
              RC - 2-Wire Voice Grade Loop - Statewide                                                   UEPLX            NA
              RC - 2-Wire Voice Grade Loop Zone 1                                                        UEPLX          $14.90
              RC - 2-Wire Voice Grade Loop Zone 2                                                        UEPLX          $18.51
              RC - 2-Wire Voice Grade Loop Zone 3                                                        UEPLX          $24.25
              Combination Rates
              RC - 2-Wire Voice Grade Loop with 2-Wire Line Port, Statewide                              Note 8           NA
              RC - 2-Wire Voice Grade Loop with 2-Wire Line Port, Zone 1   (Note 6)                      Note 8         $28.90
              RC - 2-Wire Voice Grade Loop with 2-Wire Line Port, Zone 2  (Note 6)                       Note 8         $32.51
              RC - 2-Wire Voice Grade Loop with 2-Wire Line Port, Zone 3  (Note 6)                       Note 8         $38.25
              Nonrecurring Charges
              2-Wire Voice Grade Line Port (Res. And Bus.)
              NRC - 2- wire voice grade unbundled port/loop combination - 1st, with change                              $41.50
              NRC - 2- wire voice grade unbundled port/loop combination - Add'l, with change                            $41.50
              NRC - 2- wire voice grade unbundled port/loop combination - 1st, no change                                $41.50
              NRC - 2- wire voice grade unbundled port/loop combination - Add'l, no change                              $41.50

              NRC - 2-Wire Voice Grade Loop/Line Port Combination - Subsequent                                          $10.00
              NRC - 2-Wire Voice Grade Loop/Line Port Combination - OSS LSR Charge, Electronic,
                per LSR received from the CLEC by one of the OSS interactive interfaces                  SOMEC          $2.75
              NRC - 2-Wire Voice Grade Loop/Line Port Combination - Incremental Cost - Manual
                Svc.Order vs. Electronic - 1st                                                           SOMAN          $21.56
              NRC - 2-Wire Voice Grade Loop/Line Port Combination - Incremental Cost - Manual
                Svc.Order vs. Electronic - Add'l                                                         SOMAN          $21.56
              NRC- 2 Wire Voice Grade Loop/Line Port Combination - Subsequent Database Update -
                Electronic                                                                                                TBD
              NRC- 2 Wire Voice Grade Loop/Line Port Combination - Subsequent Database Update -
                Manual Service Order                                                                                      TBD
              NRC - Electronic Service Order Disconnect                                                                 $0.42
              NRC - Incremental Manual Service Order Disconnect                                                         $3.84

         2-Wire Voice Grade Loop with 2-Wire Line Port PBX
</TABLE>
<PAGE>

                                                                   Attachment 11
                                                                         Table 1
                                                                  Rates-34 of 65

                          BELLSOUTH/ITC/\DELTACOM RATES
                                NETWORK ELEMENTS
                               AND OTHER SERVICES
<TABLE>
<CAPTION>
<S>                                                                                                      <C>            <C>
  DESCRIPTION                                                                                            USOC             FL
              2-Wire Analog Line Port (PBX), per month
              2 WIRE VOICE UNBUNDLED COMBINATION 2-WAY PBX TRUNK - Residence                             UEPRD          $14.00
              LINE SIDE UNBUNDLED COMBINATION 2-WAY PBX TRUNK - BUSINESS                                 UEPPC          $14.00
              LINE SIDE UNBUNDLED OUTWARD PBX TRUNK - BUSINESS                                           UEPPO          $14.00
              LINE SIDE UNBUNDLED INCOMING PBX TRUNK - BUSINESS                                          UEPP1          $14.00
              2-WIRE VOICE UNBUNDLED 2-WAY COMBINATION PBX ALABAMA CALLING PORT                          UEPA2            NA
              2-WIRE VOICE UNBUNDLED 2-WAY COMBINATION PBX LOUISIANA CALLING PORT                        UEPL2            NA
              2-WIRE VOICE UNBUNDLED PBX LD TERMINAL PORTS                                               UEPLD          $14.00
              2-WIRE VOICE UNBUNDLED 2-WAY COMBINATION PBX TENNESSEE CALLING PORT                        UEPT2            NA
              2-WIRE VOICE UNBUNDLED 1-WAY OUTGOING PBX TENNESSEE CALLING PORT                           UEPTO            NA
              2-WIRE VOICE UNBUNDLED 2-WAY COMBINATION PBX USAGE PORT                                    UEPXA          $14.00
              2-WIRE VOICE UNBUNDLED PBX TOLL TERMINAL HOTEL PORTS                                       UEPXB          $14.00
              2-WIRE VOICE UNBUNDLED PBX LD DDD TERMINALS PORT                                           UEPXC          $14.00
              2-WIRE VOICE UNBUNDLED PBX LD TERMINAL SWITCHBOARD PORT                                    UEPXD          $14.00
              2-WIRE VOICE UNBUNDLED PBX LD TERMINAL SWITCHBOARD IDD CAPABLE PORT                        UEPXE          $14.00
              2-WIRE VOICE UNBUNDLED 2-WAY PBX KENTUCKY ROOM AREA CALLING PORT WITHOUT LUD               UEPXF            NA
              2-WIRE VOICE UNBUNDLED PBX KENTUCKY LUD AREA CALLING PORT                                  UEPXG            NA
              2-WIRE VOICE UNBUNDLED PBX KENTUCKY PREMIUM CALLING PORT                                   UEPXH            NA
              2-WIRE VOICE UNBUNDLED 2-WAY KENTUCKY AREA CALLING PORT WITHOUT LUD                        UEPXJ            NA
              2-WIRE VOICE UNBUNDLED 2-WAY PBX LOUISIANA LOCAL OPTIONAL CALLING PORT                     UEPXK            NA
              2-WIRE VOICE UNBUNDLED 2-WAY PBX HOTEL/HOSPITAL ECONOMY ADMINISTRATIVE CALLING PORT        UEPXL          $14.00
              2-WIRE VOICE UNBUNDLED 2-WAY PBX HOTEL/HOSPITAL ECONOMY ROOM CALLING PORT                  UEPXM          $14.00
              2-WIRE VOICE UNBUNDLED 1-WAY OUTGOING PBX HOTEL/HOSPITAL ECONOMY ADMINIATRATIVE
                CALLING PORTTENNESSEE CALLING PORT                                                       UEPXN            NA
              2-WIRE VOICE UNBUNDLED 1-WAY OUTGOING PBX HOTEL/HOSPITAL DIACOUNT ROOM CALLING PORT        UEPXO          $14.00
              2-WIRE VOICE UNBUNDLED 1-WAY OUTGOING PBX LOUISIANA LOCAL DISCOUNT CALLING PORT            UEPXP            NA
              2-WIRE VOICE UNBUNDLED 2-WAY PBX MISSISSIPPI LOCAL ECONOMY CALLING PORT                    UEPXQ            NA
              2-WIRE VOICE UNBUNDLED 2-WAY PBX MISSISSIPPI LOCAL OPTIONAL CALLING PORT                   UEPXR            NA
              2-WIRE VOICE UNBUNDLED 1-WAY OUTGOING PBXMEASURED PORT                                     UEPXS          $14.00
              2-WIRE VOICE UNBUNDLED 2-WAY PBX SOUTH CAROLINA AREA PLUS CALLING PORT                     UEPXT            NA
              2-WIRE VOICE UNBUNDLED PBX COLLIERVILLE & MEMPHIS CALLING PORT                             UEPXU            NA
              2-WIRE VOICE UNBUNDLED 2-WAY PBX TENNESSEE REGIONSERV CALLING PORT                         UEPXV            NA

              LOCAL NUMBER PORTABILITY (REQUIRES ONE PER PORT)                                           LNPCP

              2-Wire Voice Grade Loop (SL1)
              RC - 2-  Wire Voice Grade Loop - Statewide                                                 UEPLX            NA
              RC - 2- Wire Voice Grade Loop - Zone 1                                                     UEPLX          $14.90
              RC - 2- Wire Voice Grade Loop - Zone 2                                                     UEPLX          $18.51
              RC - 2- Wire Voice Grade Loop - Zone 3                                                     UEPLX          $24.25
              RC - 2- Wire Voice Grade Loop - Zone 4                                                     UEPLX            NA
              Combination Rates
              RC - 2-Wire Voice Grade Loop with 2-Wire Line Port, Statewide                              Note 8           NA
              RC - 2-Wire Voice Grade Loop with 2-Wire Line Port, Zone 1   (Note 6)                      Note 8         $28.90
              RC - 2-Wire Voice Grade Loop with 2-Wire Line Port, Zone 2  (Note 6)                       Note 8         $32.51
              RC - 2-Wire Voice Grade Loop with 2-Wire Line Port, Zone 3  (Note 6)                       Note 8         $38.25
              Nonrecurring Charges
              NRC - 2- wire voice grade unbundled port/loop combination - 1st, with change                              $41.50
              NRC - 2- wire voice grade unbundled port/loop combination - Add'l, with change                            $41.50
              NRC - 2- wire voice grade unbundled port/loop combination - 1st, no change                                $41.50
              NRC - 2- wire voice grade unbundled port/loop combination - Add'l, no change                              $41.50

              NRC - 2-Wire Voice Grade Loop/Line Port Combination - Subsequent                                          $10.00
              NRC - 2-Wire Voice Grade Loop/Line Port Combination - OSS LSR Charge, Electronic,
                per LSR received from the CLEC by one of the OSS interactive interfaces (Note 7)         SOMEC          $2.75
              NRC - 2-Wire Voice Grade Loop/Line Port Combination - Incremental Cost - Manual
                Svc.Order vs. Electronic - 1st                                                           SOMAN          $21.56
              NRC - 2-Wire Voice Grade Loop/Line Port Combination - Incremental Cost - Manual
                Svc.Order vs. Electronic - Add'l                                                         SOMAN          $21.56
              NRC- 2 Wire Voice Grade Loop/Line Port Combination - Subsequent Database Update -
                Electronic                                                                                                TBD
              NRC- 2 Wire Voice Grade Loop/Line Port Combination - Subsequent Database Update -
                Manual Service Order                                                                                      TBD
              NRC - Electronic Service Order Disconnect                                                                 $0.42
              NRC - Incremental Manual Service Order Disconnect                                                         $3.84

COST BASED RATES (Notes 2 & 3)
    Currently Combined
</TABLE>
<PAGE>

                                                                   Attachment 11
                                                                         Table 1
                                                                  Rates-35 of 65

                          BELLSOUTH/ITC/\DELTACOM RATES
                                NETWORK ELEMENTS
                               AND OTHER SERVICES
<TABLE>
<CAPTION>
<S>                                                                                                      <C>            <C>
  DESCRIPTION                                                                                            USOC             FL
         2-Wire Voice Grade Loop with 2-Wire Line Port
              2-Wire Voice Grade Line Port (Res.), per month
              2- wire voice unbundled port - residence                                                   UEPRL          $1.35
              2-wire voice unbundled port  with caller ID - residence                                    UEPRC          $1.35
              2-wire voice unbundled port outgoing only - residence                                      UEPRO          $1.35
              2-wire voice grade unbundled Alabama extended local dialing parity port
                with caller ID                                                                           UEPAR            NA
              2-wire voice grade unbundled Kentucky extended local dialing parity port
                with caller ID                                                                           UEPRM            NA
              2-wire voice grade unbundled Louisiana extended local dialing parity port
                with caller ID                                                                           UEPAS            NA
              2-wire voice grade unbundled Mississippi extended local dialing parity port
                with caller ID                                                                           UEPAT            NA
              2-wire voice grade unbundled South Carolina extended local dialing parity port
                with caller ID                                                                           UEPAU            NA
              2-wire voice grade unbundled Tennessee extended local dialing parity port
                with caller ID                                                                           UEPAQ            NA
              2-wire voice unbundled Florida area calling with caller ID - residence                     UEPAF          $1.35
              2-wire voice unbundled Louisiana Area Plus with caller ID - residence (RUL)                UEPAG            NA
              2-wire voice unbundled Louisiana Area Plus with caller ID - residence (AC7)                UEPAH            NA
              2-wire voice unbundled South Carolina Area Calling port with Caller ID -
                residence (LW8)                                                                          UEPAJ            NA
              2-wire voice unbundled Tennessee Area Calling port with Caller ID - residence (F2R)        UEPAK            NA
              2-wire voice unbundled Tennessee Area Calling port with Caller ID - residence (TACER)      UEPAL            NA
              2-wire voice unbundled Tennessee Area Calling port with Caller ID - residence (TACSR)      UEPAM            NA
              2-wire voice unbundled Tennessee Area Calling port with Caller ID - residence (1MF2X)      UEPAN            NA
              2-wire voice unbundled Tennessee Area Calling port with Caller ID - residence (2MR)        UEPAO            NA
              2-wire voice unbundled res, low usage line port with Caller ID (LUM)                       UEPAP          $1.35
              2-Wire Voice Grade Line Port (Bus.), per month
              2-wire voice unbundled port without Caller ID                                              UEPBL          $1.35
              2-wire voice unbundled port with unbundled port with Caller+E484 ID                        UEPBC          $1.35
              2-wire voice unbundled outgoing only port                                                  UEPBO          $1.35
              2-wire voice grade unbundled Alabama extended local dialing parity port
                with caller ID                                                                           UEPAW            NA
              2-wire voice grade unbundled Kentucky extended local dialing parity port
                with caller ID                                                                           UEPBM            NA
              2-wire voice grade unbundled Louisiana extended local dialing parity port
                with caller ID                                                                           UEPAX            NA
              2-wire voice grade unbundled Mississippi extended local dialing parity port
                with caller ID                                                                           UEPAY            NA
              2-wire voice grade unbundled South Carolina extended local dialing parity port
                with caller ID                                                                           UEPAZ            NA
              2-wire voice grade unbundled Tennessee extended local dialing parity port
                with caller ID                                                                           UEPAV            NA
              2-wire voice unbundled incoming only port with Caller ID                                   UEPB1          $1.35
              2-wire voice unbundled LA Bus Area Calling Port with Caller ID (BUC)                       UEPAA            NA
              2-wire voice unbundled SC Bus Area Calling Port with Caller ID (LMB)                       UEPAB            NA
              2-wire voice unbundled TN Bus 2-Way Area Calling Port Economy Option (TACC1)               UEPAC            NA
              2-wire voice unbundled TN Bus 2-Way Area Calling Port Standard Option (TACC2)              UEPAD            NA
              2-wire voice unbundled TN Bus 2-WAY Collierville and Memphis Local Calling Port (B2F)      UEPAE            NA
              2-Wire Voice Grade Loop (SL1)
              RC - 2-  Wire Voice Grade Loop - Statewide                                                 UEPLX            NA
              RC - 2- Wire Voice Grade Loop - Zone 1                                                     UEPLX          $14.90
              RC - 2- Wire Voice Grade Loop - Zone 2                                                     UEPLX          $18.51
              RC - 2- Wire Voice Grade Loop - Zone 3                                                     UEPLX          $24.25
              RC - 2- Wire Voice Grade Loop - Zone 4                                                     UEPLX            NA
              Combination Rates
              RC - 2-Wire Voice Grade Loop with 2-Wire Line Port, Statewide                              Note 8           NA
              RC - 2-Wire Voice Grade Loop with 2-Wire Line Port, Zone 1   (Note 6)                      Note 8         $16.25
              RC - 2-Wire Voice Grade Loop with 2-Wire Line Port, Zone 2  (Note 6)                       Note 8         $19.86
              RC - 2-Wire Voice Grade Loop with 2-Wire Line Port, Zone 3  (Note 6)                       Note 8         $25.60
              RC - 2-Wire Voice Grade Loop with 2-Wire Line Port, Zone 4  (Note 6)                       Note 8           NA
              Nonrecurring Charges
              NRC - 2-Wire Voice Grade Loop/Line Port Combination - 1st, Switch as is                    USAC2          0.1964
              NRC - 2-Wire Voice Grade Loop/Line Port Combination - Add'l, Switch as is                  USAC2          0.1964
              NRC - 2-Wire Voice Grade Loop/Line Port Combination - 1st, Switch with change              USACC          0.1964
              NRC - 2-Wire Voice Grade Loop/Line Port Combination - Add'l, Switch with change            USACC          0.1964
              NRC - 2-Wire Voice Grade Loop/Line Port Combination - Subsequent                           USAS2          $10.00
              NRC - 2-Wire Voice Grade Loop/Line Port Combination - OSS LSR Charge, Electronic,
                per LSR received from the CLEC by one of the OSS interactive interfaces (Note 7)         SOMEC          $2.75
              NRC - 2-Wire Voice Grade Loop/Line Port Combination - Incremental Cost - Manual
                Svc.Order vs. Electronic - 1st                                                           SOMAN          $21.56
              NRC - 2-Wire Voice Grade Loop/Line Port Combination - Incremental Cost - Manual
                Svc.Order vs. Electronic - Add'l                                                         SOMAN          $21.56
              NRC- 2 Wire Voice Grade Loop/Line Port Combination - Subsequent Database Update -
                Electronic                                                                                                TBD
              NRC- 2 Wire Voice Grade Loop/Line Port Combination - Subsequent Database Update -
                Manual Service Order                                                                                      TBD
              NRC - Electronic Service Order Disconnect                                                                 $0.42
              NRC - Incremental Manual Service Order Disconnect                                                         $3.84
              NRCs for New (not Currently Combined) as ordered in Georgia:
              NRC - 2-Wire Voice Grade Loop with 2-Wire Line Port - New - 1st                            UEPRL            NA
              NRC - 2-Wire Voice Grade Loop with 2-Wire Line Port - New - Add'l                          UEPRL            NA
              NRC - 2-Wire Voice Grade Loop with 2-Wire Line Port - New - 1st                            UEPRC            NA
              NRC - 2-Wire Voice Grade Loop with 2-Wire Line Port - New - Add'l                          UEPRC            NA
              NRC - 2-Wire Voice Grade Loop with 2-Wire Line Port - New - 1st                            UEPRO            NA
              NRC - 2-Wire Voice Grade Loop with 2-Wire Line Port - New - Add'l                          UEPRO            NA
              NRC - 2-Wire Voice Grade Loop with 2-Wire Line Port - New - 1st                            UEPAP            NA
              NRC - 2-Wire Voice Grade Loop with 2-Wire Line Port - New - Add'l                          UEPAP            NA
              NRC - 2-Wire Voice Grade Loop with 2-Wire Line Port - New - 1st                            UEPBL            NA
              NRC - 2-Wire Voice Grade Loop with 2-Wire Line Port - New - Add'l                          UEPBL            NA
</TABLE>
<PAGE>

                                                                   Attachment 11
                                                                         Table 1
                                                                  Rates-36 of 65

                          BELLSOUTH/ITC/\DELTACOM RATES
                                NETWORK ELEMENTS
                               AND OTHER SERVICES
<TABLE>
<CAPTION>
<S>                                                                                                      <C>            <C>
  DESCRIPTION                                                                                            USOC             FL
              NRC - 2-Wire Voice Grade Loop with 2-Wire Line Port - New - 1st                            UEPBC            NA
              NRC - 2-Wire Voice Grade Loop with 2-Wire Line Port - New - Add'l                          UEPBC            NA
              NRC - 2-Wire Voice Grade Loop with 2-Wire Line Port - New - 1st                            UEPBO            NA
              NRC - 2-Wire Voice Grade Loop with 2-Wire Line Port - New - Add'l                          UEPBO            NA
              NRC - 2-Wire Voice Grade Loop with 2-Wire Line Port - New - 1st                            UEPB1            NA
              NRC - 2-Wire Voice Grade Loop with 2-Wire Line Port - New - Add'l                          UEPB1            NA

              NRC - 2-Wire Voice Grade Loop/Line Port Combination - Subsequent                           USAS2            NA
              NRC - 2-Wire Voice Grade Loop with 2-Wire Line Port - New - Disconnect - 1st                                NA
              NRC - 2-Wire Voice Grade Loop with 2-Wire Line Port - New - Disconnect - Add'l                              NA
              NRC - 2-Wire Voice Grade Loop/Line Port Combination - OSS LSR Charge, Electronic,
                per LSR received from the CLEC by one of the OSS interactive interfaces (Note 7)         SOMEC            NA
              NRC - 2-Wire Voice Grade Loop with 2-Wire Line Port - Incremental Cost Manual vs.
                Electronic - New - 1st                                                                                    NA
              NRC - 2-Wire Voice Grade Loop with 2-Wire Line Port - Incremental Cost Manual vs.
                Electronic - New - Add'l                                                                                  NA
              NRC- 2 Wire Voice Grade Loop/Line Port Combination - Subsequent Database Update -
                Electronic                                                                                                NA
              NRC- 2 Wire Voice Grade Loop/Line Port Combination - Subsequent Database Update -
                Manual Service Order                                                                                      NA
              NRC - 2-Wire Voice Grade Loop with 2-Wire Line Port - Incremental Cost Manual vs.
                Electronic - New - Disconnect                                                                             NA

              2- Wire Voice Grade Loop - Bus Only with 2 -Wire DID Trunk Port

               2 - Wire Line Port - DID Trunk Port, per month                                            UEPD1          $9.36
              2-Wire Voice Grade Loop (SL2)
              RC - 2-  Wire Voice Grade Loop - Statewide                                                 UECD1            NA
              RC - 2- Wire Voice Grade Loop - Zone 1                                                     UECD1          $18.48
              RC - 2- Wire Voice Grade Loop - Zone 2                                                     UECD1          $22.43
              RC - 2- Wire Voice Grade Loop - Zone 3                                                     UECD1          $27.87
              RC - 2- Wire Voice Grade Loop - Zone 4                                                     UECD1            NA
              Combination Rates
              RC - 2-Wire Voice Grade Loop with 2-Wire DID Port, Statewide                               Note 8           NA
              RC - 2-Wire Voice Grade Loop with 2-Wire DID Port, Zone 1   (Note 6)                       Note 8         $27.84
CALLING NAME (RCA-)2-Wire VoiceCGrade Loop with 2-Wire DID Port, Zone 2   (Note 6)                       Note 8         $31.79
    CNAM (DataRCs- 2-Wire,VoiceQGrade Loop with 2-Wire DID Port, Zone 3   (Note 6)                       Note 8         $37.23
              RC - 2-Wire Voice Grade Loop with 2-Wire DID Port, Zone4   (Note 6)                        Note 8           NA
              NRC- 2- Wire Voice Grade Loop with 2- Wire DID Port - Conversion -
                Switch As Is - 1st port                                                                  USAC1          $14.62
              NRC- 2- Wire Voice Grade Loop with 2- Wire DID Port - Conversion -
                Switch As Is  Each Addl Port                                                             USAC1          $3.73
              NRC- 2- Wire Voice Grade Loop with 2- Wire DID Port - Conversion with
                changes - 1st port                                                                       USA1C          $14.62
              NRC- 2- Wire Voice Grade Loop with 2- Wire DID Port -  Conversion with changes -
                Each Addl port                                                                           USA1C          $3.73
              NRC - 2-Wire DID Subsequent Activity -  Per Svc Order - Add Trunks, Per Trunk              USAS1          $53.57
              NRC - 2-Wire Voice Grade Loop/Line Port Combination - OSS LSR Charge, Electronic,
                per LSR received from the CLEC by one of the OSS interactive interfaces (Note 7)         SOMEC          $2.75
              NRC- 2- Wire Voice Grade Loop with 2- Wire DID Port - Incremental Cost- Manual
                Service Order - 1st                                                                      SOMAN          $21.56
              NRC- 2- Wire Voice Grade Loop with 2- Wire DID Port - Incremental Cost- Manual
                Service Order - Addl                                                                     SOMAN          $21.56
              NRC - Electronic Service Order Disconnect                                                                 $0.42
              NRC - Incremental Manual Service Order Disconnect                                                         $3.84
              Telephone Number/Trunk Group Establishment
              DID Trunk Termination ( one required per port)                                             NDT            $0.00
              DID Numbers, Establish Trunk Group and Provide First Group of 20 DID Numbers
                (FL, GA, NC, & SC only)                                                                  NDZ            $0.00
              DID Numbers, Establish Trunk Group and Provide First Group of 20 DID Numbers
                (AL, KY, LA, MS, & TN).  In addition, Provides Additional DID Numbers for each
                Group of 20 DID Numbers (Valid in All States)                                            ND4            $0.00
              DID Numbers, non-consective                                                                ND5            $0.00

              2-Wire ISDN Digital Grade Loop with 2-wire ISDN Digital Port
              2-wire ISDN Digital Port per month                                                         UEPPB          $8.51
              2-Wire ISDN Digital Grade Loop
              RC - 2-Wire ISDN Digital Grade Loop - Statewide                                            USL2X            NA
              RC - 2-Wire ISDN Digital Grade Loop - Zone 1                                               USL2X          $22.48
              RC - 2-Wire ISDN Digital Grade Loop - Zone 2                                               USL2X          $27.90
              RC - 2-Wire ISDN Digital Grade Loop - Zone 3                                               USL2X          $30.78
              RC - 2-Wire ISDN Digital Grade Loop - Zone 4                                               USL2X            NA
              Combination Rates
              RC - 2-Wire ISDN Digital Grade Loop with 2-wire ISDN Digital Port - Statewide              Note 8           NA
              RC - 2-Wire ISDN Digital Grade Loop with 2-wire ISDN Digital Port - Zone 1                 Note 8         $30.99
              RC - 2-Wire ISDN Digital Grade Loop with 2-wire ISDN Digital Port - Zone 2                 Note 8         $36.41
              RC - 2-Wire ISDN Digital Grade Loop with 2-wire ISDN Digital Port - Zone 3                 Note 8         $39.30
              RC - 2-Wire ISDN Digital Grade Loop with 2-wire ISDN Digital Port - Zone 4                 Note 8           NA
              NRC - 2-Wire ISDN Digital Grade Loop/2-wire ISDN Digital Port - 1st conversion             USACB          $86.79
              NRC - 2-Wire ISDN Digital Grade Loop/2-wire ISDN Digital Port - Add'l conversion           USACB          $54.04
              NRC - 2-Wire ISDN Digital Grade Loop/2-wire ISDN Digital Port - Non Feature
                Subsequent Activity                                                                      USASB          $53.50
              NRC - 2-Wire Voice Grade Loop/Line Port Combination - OSS LSR Charge, Electronic,
                per LSR received from the CLEC by one of the OSS interactive interfaces (Note 7)         SOMEC          $2.75
              NRC - 2-Wire ISDN Digital Grade Loop/2-wire ISDN Digital Port - Incremental Cost-
                Manual Service Order - 1st                                                               SOMAN          $21.56
</TABLE>
<PAGE>

                                                                   Attachment 11
                                                                         Table 1
                                                                  Rates-37 of 65

                          BELLSOUTH/ITC/\DELTACOM RATES
                                NETWORK ELEMENTS
                               AND OTHER SERVICES
<TABLE>
<CAPTION>
<S>                                                                                                      <C>            <C>
  DESCRIPTION                                                                                            USOC             FL
              NRC - 2-Wire ISDN Digital Grade Loop/2-wire ISDN Digital Port - Incremental Cost-
                Manual Service Order - Addl                                                              SOMAN          $21.56
              NRC - Electronic Service Order Disconnect                                                                 $0.42
              NRC - Incremental Manual Service Order Disconnect                                                         $3.84

              4 - Wire DS1 Digital Loop with 4 - Wire ISDN DS1 Digital Trunk Port
              4 - Wire ISDN DS1 Digital Trunk Port                                                       UEPPP          $95.39
              4 - Wire DS1 Digital Loop
              RC - 4- Wire DS1 Digital Loop- Statewide                                                   USL4P            NA
              RC - 4- Wire DS1 Digital Loop- Zone 1                                                      USL4P          $92.48
              RC - 4- Wire DS1 Digital Loop- Zone 2                                                      USL4P          $119.68
              RC - 4- Wire DS1 Digital Loop- Zone 3                                                      USL4P          $194.70
              RC - 4-Wire DS1 Digital Loop - Zone 4                                                      USL4P            NA
              Combination Rates
              RC - 4-Wire DS1 Digital Loop with 4-wire ISDN DS1 Digital Port - Statewide                 Note 8           NA
              RC - 4-Wire DS1 Digital Loop with 4-wire ISDN DS1 Digital Port - Zone 1                    Note 8         $187.87
              RC - 4-Wire DS1 Digital Loop with 4-wire ISDN DS1 Digital Port - Zone 2                    Note 8         $215.07
              RC - 4-Wire DS1 Digital Loop with 4-wire ISDN DS1 Digital Port - Zone 3                    Note 8         $290.08
              RC - 4-Wire DS1 Digital Loop with 4-wire ISDN DS1 Digital Port - Zone 4                    Note 8           NA
              Local Number Portability
              Local Number Portability (1 per port)                                                      LNPCN          $1.75
              Interface (Provsioning Only)
              Voice/Data                                                                                 PR71V          $0.00
              Digital Data                                                                               PR71D          $0.00
              Inward Data                                                                                PR71E          $0.00
              Non-Recurring Charges
              NRC - 4-Wire DS1 Digital Loop with 4-wire ISDN DS1 Digital Port Combination -
                1st conversion                                                                           USACP          $247.97
              NRC - 4-Wire DS1 Digital Loop with 4-wire ISDN DS1 Digital Port  Combination -
                Add'l conversion                                                                         USACP          $157.17
              NRC -4 - Wire DS1 Digital Loop with 4 - Wire ISDN DS1 Digital Trunk Port -
                Subsequent Channel Activation - Per Channel                                              USASP          $29.06
              NRC - 4-Wire DS1 Digital Loop with 4-wire ISDN DS1 Digital Port  Combination -
                Subsequent Inward/2-way Telephone Numbers                                                PR7TG          $0.9804
              NRC - 4-Wire DS1 Digital Loop with 4-wire ISDN DS1 Digital Port  Combination -
                Subsequent Outward Telephone numbers                                                     PR7TP          $23.02
              NRC - 4-Wire DS1 Digital Loop with 4-wire ISDN DS1 Digital Port  Combination -
                Subsequent Inward Telephone Numbers                                                      PR7ZT          $46.05
              NRC - 4-Wire DS1 Digital Loop with 4-wire ISDN DS1 Digital Port  Combination -
                Subsequent Service Order Per Order                                                       USASP          $147.47
              NRC - 2-Wire Voice Grade Loop/Line Port Combination - OSS LSR Charge, Electronic,
                per LSR received from the CLEC by one of the OSS interactive interfaces (Note 7)         SOMEC          $2.75
              NRC - 4-Wire DS1 Digital Loop with 4-wire ISDN Digital Port - Incremental Cost-
                Manual Service Order - 1st                                                               SOMAN          $21.56
              NRC - 4-Wire ISDN Digital Loop with 4-wire ISDN Digital Port - Incremental Cost-
                Manual Service Order - Addl                                                              SOMAN          $21.56
              NRC - Electronic Service Order Disconnect                                                                 $0.42
              NRC - Incremental Manual Service Order Disconnect                                                         $3.84

              4 - Wire DS1 Digital Loop with 4 - Wire DDITS Trunk Port
              4 - Wire DDITS Digital Trunk Port (Formerly DID Trunk Port)                                UDD1T          $63.31
              4 - Wire DS1 Digital Loop                                                                  USLDC
              4 - Wire DS1 Digital Loop - Statewide                                                      USLDC            NA
              4 - Wire DS1 Digital Loop - Zone 1                                                         USLDC          $64.69
              4 - Wire DS1 Digital Loop - Zone 2                                                         USLDC          $94.71
              4 - Wire DS1 Digital Loop - Zone 3                                                         USLDC          $208.93
              4 - Wire DS1 Digital Loop - Zone 4                                                         USLDC            NA
              Combination Rates
              4 - Wire DS1 Digital Loop with 4 - Wire DDITS Trunk Port - Statewide                       Note 8           NA
              4 - Wire DS1 Digital Loop with 4 - Wire DDITS Trunk Port - Zone 1                          Note 8         $128.00
              4 - Wire DS1 Digital Loop with 4 - Wire DDITS Trunk Port - Zone 2                          Note 8         $158.02
              4 - Wire DS1 Digital Loop with 4 - Wire DDITS Trunk Port - Zone 3                          Note 8         $272.24
              4 - Wire DS1 Digital Loop with 4 - Wire DDITS Trunk Port - Zone 4                          Note 8           NA

              Local number Portability per DSO Activated                                                 LNPCP          $3.15
              Central Office Terminating Point                                                           CTG            $0.00

              Telephone Number / Trunk Group establishment
              Telephone Number for 2-Way Trunk Group                                                     UDTGX          $0.00
              Telephone Number for 1-Way Outward Trunk Group                                             UDTGY          $0.00
              Telephone Number for 1-Way Inward Trunk Group Without DID                                  UDTGZ          $0.00
              DID Numbers, Establish Trunk Group and Provide First Group of 20 DID Numbers
                (FL, GA, NC, & SC only)                                                                  NDZ            $0.00
              DID Numbers, Establish Trunk Group and Provide First Group of 20 DID Numbers
                (AL, KY, LA, MS, & TN).  In addition, Provides Additional DID Numbers for each
                Group of 20 DID Numbers (Valid in All States)                                            ND4            $0.00
              DID Numbers, Non- consecutive DID Numbers , Per Number                                     ND5            $0.00

              Interoffice Channel Mileage - (Dedicated DS1) FX/FCO for 4 - Wire DS1 Digital
                Loop with 4 - Wire DDITS Trunk Port
              Fixed cost 0-8 miles (Facilities Termination)                                              1LNO1          $92.62
              Additional costs per mile 0-8 miles                                                        1LNOA          $0.2000
              Fixed cost 9-25  miles (Facilities Termination)                                            1LN02          $0.00
              additional costs per mile 9-25 miles                                                       1LNOB          $0.2000
              Fixed cost 25 + miles (Facilities Termination)                                             1LNO3          $0.00
              Additional costs 25 + miles                                                                1LNOC          $0.2000

              Enhanced Performance Charges
              Enhanced Performance Charges - as negotiated in contract                                   UDTPC            TBN
</TABLE>
<PAGE>

                                                                   Attachment 11
                                                                         Table 1
                                                                  Rates-38 of 65

                          BELLSOUTH/ITC/\DELTACOM RATES
                                NETWORK ELEMENTS
                               AND OTHER SERVICES
<TABLE>
<CAPTION>
<S>                                                                                                      <C>            <C>
  DESCRIPTION                                                                                            USOC             FL
              Non-recurring Charges
              NRC - 4-Wire DS1 Digital Loop with 4-Wire DDITS Trunk Port Combination - OSS LSR
                Charge, Electronic, per LSR received from the CLEC by one of the OSS interactive
                interfaces (Note 7)                                                                      SOMEC          $2.75
              NRC- 4-Wire DS1 Digital Loop with 4-Wire DDITS Trunk Port - Incremental Cost-
                Manual Service Order - 1st                                                               SOMAN          $21.56
              NRC- 4-Wire DS1 Digital Loop with 4-Wire DDITS Trunk Port - Incremental Cost-
                Manual Service Order - Add'l                                                             SOMAN          $21.56
              NRC - Electronic Service Order Disconnect                                                                 $0.42
              NRC - Incremental Manual Service Order Disconnect                                                         $3.84
              NRC -4 - Wire DS1 Digital  Loop with 4 - Wire DDITS Trunk Port -Conversion -
                Switch as is - 1st                                                                       USAC4          $268.82
              NRC -4 - Wire DS1 Digital Loop with 4 - Wire DDITS Trunk Port - Conversion -
                Switch as is - Additional                                                                USAC4          $134.07
              NRC -4 - Wire DS1 Digital  Loop with 4 - Wire DDITS Trunk Port - Conversion
                with DS1 changes - 1st                                                                   USAWA          $268.82
              NRC -4 - Wire DS1 Digital Loop with 4 - Wire DDITS Trunk Port - Conversion with
                DS1 Changes - Additional                                                                 USAWA          $134.07
              NRC -4 - Wire DS1 Digital  Loop with 4 - Wire DDITS Trunk Port - Conversion with
                Change - Trunks  - 1st                                                                   USAWB          $268.82
              NRC -4 - Wire DS1 Digital  Loop with 4 - Wire DDITS Trunk Port - Conversion with
                Change - Trunks  - Additional                                                            USAWB          $134.07
              NRC -4 - Wire DS1 Digital Loop with 4 - Wire DDITS Digital Trunk Port - Subsequent
                Service Activity Per Service Order                                                       USAS4          $54.00
              NRC -4 - Wire DS1 Digital Loop with 4 - Wire DDITS Trunk Port - New - 1st                  UDDIT            NA
              NRC -4 - Wire DS1 Digital Loop with 4 - Wire DDITS Trunk Port - New  - Additional          UDDIT            NA
              NRC -4 - Wire DS1 Digital Loop with 4 - Wire DDITS Trunk Port - New - 1st -
                Disconnect                                                                               UDDIT            NA
              NRC -4 - Wire DS1 Digital Loop with 4 - Wire DDITS Trunk Port - New  -
                Additional Disconnect                                                                    UDDIT            NA
              NRC -4 - Wire DS1 Digital Loop with 4 - Wire DDITS Trunk Port - Subsequent Channel
                Activation - Per Channel - 2-Way Trunk                                                   UDTTA          $28.96
              NRC -4 - Wire DS1 Digital Loop with 4 - Wire DDITS Trunk Port - Subsequent Channel
                Activation - Per Channel - 1-Way Outward Trunk                                           UDTTB          $28.96
              NRC -4 - Wire DS1 Digital Loop with 4 - Wire DDITS Trunk Port - Subsequent Channel
                Activation - Per Channel - 1-Way Inward Trunk Without DID                                UDTTC          $28.96
              NRC -4 - Wire DS1 Digital Loop with 4 - Wire DDITS Trunk Port - Subsequent Channel
                Activation - Per Channel - 1-Way Inward Trunk With DID                                   UDTTD          $28.96
              NRC -4 - Wire DS1 Digital Loop with 4 - Wire DDITS Trunk Port - Subsequent Channel
                Activation - Per Channel - 2-Way DID with User Transfer                                  UDTTE          $28.96
              NRC -4 - Wire DS1 Digital Loop with 4 - Wire DDITS Digital Trunk Port - Subsequent
                Signaling Changes                                                                                         TBD
              NRC -4 - Wire DS1 Digital Loop with 4 - Wire DDITS Digital Trunk Port - Subsequent
                Telephone Numbers                                                                                         TBD
              NRC - Interoffice Channel Mileage - (Dedicated DS1) FX/FCO for 4 - Wire DS1 Digital
                Loop with 4 - Wire DDITS Trunk PortFixed cost 0-8 miles (Facilities Termination) -
                1st - New Only                                                                          1LNO1             NA
              NRC - Interoffice Channel Mileage - (Dedicated DS1) FX/FCO for 4 - Wire DS1 Digital
                Loop with 4 - Wire DDITS Trunk PortFixed cost 0-8 miles (Facilities Termination) -
                Additional - New Only                                                                   1LNO2             NA
              NRC - Interoffice Channel Mileage - (Dedicated DS1) FX/FCO for 4 - Wire DS1 Digital
                Loop with 4 - Wire DDITS Trunk PortFixed cost 0-8 miles (Facilities Termination) -
                Disconnect - 1st - New Only                                                             1LNO3             NA
              NRC - Interoffice Channel Mileage - (Dedicated DS1) FX/FCO for 4 - Wire DS1 Digital
                Loop with 4 - Wire DDITS Trunk PortFixed cost 0-8 miles (Facilities Termination) -
                Disconnect Additional - New Only                                                        1LNO4             NA

              BIPOLAR 8 ZERO SUSTITUTION
              NRC - Superframe Format - Conversion or new install 1st                                   CCOSF           $0.00
              NRC - Superframe Format - Conversion or new install Additional                            CCOSF           $0.00
              NRC - Extended Superframe Format - Change or Subsequent Activity - 1st                    CCOSF           $0.00
              NRC - Extended Superframe Format - Change or Subsequent Activity - Additional             CCOSF           $655.00
              NRC - Extended Superframe Format - Conversion or New Install 1st                          CCOEF           $0.00
              NRC - Extended Superframe Format - Conversion or New Install - Additional                 CCOEF           $0.00
              NRC - Extended Superframe Format - Change or Subsequent Activity - 1st                    CCOEF           $0.00
              NRC - Extended Superframe Format - Change or Subsequent Activity - Additional             CCOEF           $655.00

              Alternate Mark Inversion (AMI)
              NRC - Superframe Format - 1st                                                             MCOSF           $0.00
              NRC - Superframe Format - Additional                                                      MCOSF           $0.00
              NRC - Extended Superframe Format - 1st                                                    MCOPO           $0.00
              NRC - Extended Superframe Format - Additional                                             MCOPO           $0.00


         2-Wire Voice Grade Loop with 2-Wire Line Port PBX
              2-Wire Analog Line Port (PBX), per month
              2 WIRE VOICE UNBUNDLED COMBINATION 2-WAY PBX TRUNK - Residence                            UEPRD           $1.35
              LINE SIDE UNBUNDLED COMBINATION 2-WAY PBX TRUNK - BUSINESS                                UEPPC           $1.35
              LINE SIDE UNBUNDLED OUTWARD PBX TRUNK - BUSINESS                                          UEPPO           $1.35
              LINE SIDE UNBUNDLED INCOMING PBX TRUNK - BUSINESS                                         UEPP1           $1.35
              2-WIRE VOICE UNBUNDLED 2-WAY COMBINATION PBX ALABAMA CALLING PORT                         UEPA2             NA
              2-WIRE VOICE UNBUNDLED 2-WAY COMBINATION PBX LOUISIANA CALLING PORT                       UEPL2             NA
              2-WIRE VOICE UNBUNDLED PBX LD TERMINAL PORTS                                              UEPLD           $1.35
              2-WIRE VOICE UNBUNDLED 2-WAY COMBINATION PBX TENNESSEE CALLING PORT                       UEPT2             NA
              2-WIRE VOICE UNBUNDLED 1-WAY OUTGOING PBX TENNESSEE CALLING PORT                          UEPTO             NA
              2-WIRE VOICE UNBUNDLED 2-WAY COMBINATION PBX USAGE PORT                                   UEPXA           $1.35
              2-WIRE VOICE UNBUNDLED PBX TOLL TERMINAL HOTEL PORTS                                      UEPXB           $1.35
              2-WIRE VOICE UNBUNDLED PBX LD DDD TERMINALS PORT                                          UEPXC           $1.35
              2-WIRE VOICE UNBUNDLED PBX LD TERMINAL SWITCHBOARD PORT                                   UEPXD           $1.35
              2-WIRE VOICE UNBUNDLED PBX LD TERMINAL SWITCHBOARD IDD CAPABLE PORT                       UEPXE           $1.35
              2-WIRE VOICE UNBUNDLED 2-WAY PBX KENTUCKY ROOM AREA CALLING PORT WITHOUT LUD              UEPXF             NA
              2-WIRE VOICE UNBUNDLED PBX KENTUCKY LUD AREA CALLING PORT                                 UEPXG             NA
              2-WIRE VOICE UNBUNDLED PBX KENTUCKY PREMIUM CALLING PORT                                  UEPXH             NA
</TABLE>
<PAGE>

                                                                   Attachment 11
                                                                         Table 1
                                                                  Rates-39 of 65

                          BELLSOUTH/ITC/\DELTACOM RATES
                                NETWORK ELEMENTS
                               AND OTHER SERVICES
<TABLE>
<CAPTION>
<S>                                                                                                     <C>            <C>
  DESCRIPTION                                                                                            USOC             FL
              2-WIRE VOICE UNBUNDLED 2-WAY KENTUCKY AREA CALLING PORT WITHOUT LUD                       UEPXJ             NA
              2-WIRE VOICE UNBUNDLED 2-WAY PBX LOUISIANA LOCAL OPTIONAL CALLING PORT                    UEPXK             NA
              2-WIRE VOICE UNBUNDLED 2-WAY PBX HOTEL/HOSPITAL ECONOMY ADMINISTRATIVE CALLING PORT       UEPXL           $1.35
              2-WIRE VOICE UNBUNDLED 2-WAY PBX HOTEL/HOSPITAL ECONOMY ROOM CALLING PORT                 UEPXM           $1.35
              2-WIRE VOICE UNBUNDLED 1-WAY OUTGOING PBX HOTEL/HOSPITAL ECONOMY ADMINIATRATIVE
                 CALLING PORTTENNESSEE CALLING PORT                                                     UEPXN             NA
              2-WIRE VOICE UNBUNDLED 1-WAY OUTGOING PBX HOTEL/HOSPITAL DIACOUNT ROOM CALLING PORT       UEPXO           $1.35
              2-WIRE VOICE UNBUNDLED 1-WAY OUTGOING PBX LOUISIANA LOCAL DISCOUNT CALLING PORT           UEPXP             NA
              2-WIRE VOICE UNBUNDLED 2-WAY PBX MISSISSIPPI LOCAL ECONOMY CALLING PORT                   UEPXQ             NA
              2-WIRE VOICE UNBUNDLED 2-WAY PBX MISSISSIPPI LOCAL OPTIONAL CALLING PORT                  UEPXR             NA
              2-WIRE VOICE UNBUNDLED 1-WAY OUTGOING PBXMEASURED PORT                                    UEPXS           $1.35
              2-WIRE VOICE UNBUNDLED 2-WAY PBX SOUTH CAROLINA AREA PLUS CALLING PORT                    UEPXT             NA
              2-WIRE VOICE UNBUNDLED PBX COLLIERVILLE & MEMPHIS CALLING PORT                            UEPXU             NA
              2-WIRE VOICE UNBUNDLED 2-WAY PBX TENNESSEE REGIONSERV CALLING PORT                        UEPXV             NA

              LOCAL NUMBER PORTABILITY (REQUIRES ONE PER PORT)                                          LNPCP

              2-Wire Voice Grade Loop (SL1)
              RC - 2-  Wire Voice Grade Loop - Statewide                                                UEPLX             NA
              RC - 2- Wire Voice Grade Loop - Zone 1                                                    UEPLX           $14.90
              RC - 2- Wire Voice Grade Loop - Zone 2                                                    UEPLX           $18.51
              RC - 2- Wire Voice Grade Loop - Zone 3                                                    UEPLX           $24.25
              RC - 2- Wire Voice Grade Loop - Zone 4                                                    UEPLX             NA
              Combination Rates
              RC - 2-Wire Voice Grade Loop with 2-Wire Line Port, Statewide                             Note 8            NA
              RC - 2-Wire Voice Grade Loop with 2-Wire Line Port, Zone 1   (Note 6)                     Note 8          $16.25
              RC - 2-Wire Voice Grade Loop with 2-Wire Line Port, Zone 2  (Note 6)                      Note 8          $19.86
              RC - 2-Wire Voice Grade Loop with 2-Wire Line Port, Zone 3  (Note 6)                      Note 8          $25.60
              RC - 2-Wire Voice Grade Loop with 2-Wire Line Port, Zone 4  (Note 6)                      Note 8            NA
              Nonrecurring Charges
              NRC - 2-Wire Voice Grade Loop/Line Port Combination - 1st, Switch as is                   USAC2           $15.82
              NRC - 2-Wire Voice Grade Loop/Line Port Combination - Add'l, Switch as is                 USAC2           $3.80
              NRC - 2-Wire Voice Grade Loop/Line Port Combination - 1st, Switch with change             USACC           $15.82
              NRC - 2-Wire Voice Grade Loop/Line Port Combination - Add'l, Switch with change           USACC           $3.80
              NRC - 2-Wire Voice Grade Loop/Line Port Combination - Subsequent                          USAS2           $10.00
              NRC - 2-Wire Voice Grade Loop/Line Port Combination - OSS LSR Charge, Electronic,
                per LSR received from the CLEC by one of the OSS interactive interfaces (Note 7)        SOMEC           $2.75
              NRC - 2-Wire Voice Grade Loop/Line Port Combination - Incremental Cost - Manual
                Svc.Order vs. Electronic - 1st                                                          SOMAN           $21.56
              NRC - 2-Wire Voice Grade Loop/Line Port Combination - Incremental Cost - Manual
                Svc.Order vs. Electronic - Add'l                                                        SOMAN           $21.56

              NRC- 2 Wire Voice Grade Loop/Line Port Combination - Subsequent Database Update -
                Electronic                                                                                                TBD
              NRC- 2 Wire Voice Grade Loop/Line Port Combination - Subsequent Database Update -
                Manual Service Order                                                                                      TBD
              NRC - Electronic Service Order Disconnect                                                                 $0.42
              NRC - Incremental Manual Service Order Disconnect                                                         $3.84
              NRCs for New (not Currently Combined) as ordered in Georgia:
              NRC - 2-Wire Voice Grade Loop with 2-Wire Line Port - New - 1st                           UEPRD             NA
              NRC - 2-Wire Voice Grade Loop with 2-Wire Line Port - New - Add'l                         UEPRD             NA
              NRC - 2-Wire Voice Grade Loop with 2-Wire Line Port - New - 1st                           UEPPC             NA
              NRC - 2-Wire Voice Grade Loop with 2-Wire Line Port - New - Add'l                         UEPPC             NA
              NRC - 2-Wire Voice Grade Loop with 2-Wire Line Port - New - 1st                           UEPPO             NA
              NRC - 2-Wire Voice Grade Loop with 2-Wire Line Port - New - Add'l                         UEPPO             NA
              NRC - 2-Wire Voice Grade Loop with 2-Wire Line Port - New - 1st                           UEPP1             NA
              NRC - 2-Wire Voice Grade Loop with 2-Wire Line Port - New - Add'l                         UEPP1             NA
              NRC - 2-Wire Voice Grade Loop with 2-Wire Line Port - New - 1st                           UEPLD             NA
              NRC - 2-Wire Voice Grade Loop with 2-Wire Line Port - New - Add'l                         UEPLD             NA
              NRC - 2-Wire Voice Grade Loop with 2-Wire Line Port - New - 1st                           UEPXA             NA
              NRC - 2-Wire Voice Grade Loop with 2-Wire Line Port - New - Add'l                         UEPXA             NA
              NRC - 2-Wire Voice Grade Loop with 2-Wire Line Port - New - 1st                           UEPXB             NA
              NRC - 2-Wire Voice Grade Loop with 2-Wire Line Port - New - Add'l                         UEPXB             NA
              NRC - 2-Wire Voice Grade Loop with 2-Wire Line Port - New - 1st                           UEPXC             NA
              NRC - 2-Wire Voice Grade Loop with 2-Wire Line Port - New - Add'l                         UEPXC             NA
              NRC - 2-Wire Voice Grade Loop with 2-Wire Line Port - New - 1st                           UEPXD             NA
              NRC - 2-Wire Voice Grade Loop with 2-Wire Line Port - New - Add'l                         UEPXD             NA
              NRC - 2-Wire Voice Grade Loop with 2-Wire Line Port - New - 1st                           UEPXE             NA
              NRC - 2-Wire Voice Grade Loop with 2-Wire Line Port - New - Add'l                         UEPXE             NA
              NRC - 2-Wire Voice Grade Loop with 2-Wire Line Port - New - 1st                           UEPXL             NA
              NRC - 2-Wire Voice Grade Loop with 2-Wire Line Port - New - Add'l                         UEPXL             NA
              NRC - 2-Wire Voice Grade Loop with 2-Wire Line Port - New - 1st                           UEPXM             NA
              NRC - 2-Wire Voice Grade Loop with 2-Wire Line Port - New - Add'l                         UEPXM             NA
</TABLE>
<PAGE>

                                                                   Attachment 11
                                                                         Table 1
                                                                  Rates-40 of 65

                          BELLSOUTH/ITC/\DELTACOM RATES
                                NETWORK ELEMENTS
                               AND OTHER SERVICES
<TABLE>
<CAPTION>
<S>                                                                                                     <C>            <C>
  DESCRIPTION                                                                                            USOC             FL
              NRC - 2-Wire Voice Grade Loop with 2-Wire Line Port - New - 1st                           UEPXO             NA
              NRC - 2-Wire Voice Grade Loop with 2-Wire Line Port - New - Add'l                         UEPXO             NA
              NRC - 2-Wire Voice Grade Loop with 2-Wire Line Port - New - 1st                           UEPXS             NA
              NRC - 2-Wire Voice Grade Loop with 2-Wire Line Port - New - Add'l                         UEPXS             NA

              NRC - 2-Wire Voice Grade Loop/Line Port Combination - Subsequent                          USAS2             NA
              NRC - 2-Wire Voice Grade Loop with 2-Wire Line Port - New - Disconnect - 1st                                NA
              NRC - 2-Wire Voice Grade Loop with 2-Wire Line Port - New - Disconnect - Add'l                              NA
              NRC - 2-Wire Voice Grade Loop/Line Port Combination - OSS LSR Charge, Electronic,
                per LSR received from the CLEC by one of the OSS interactive interfaces (Note 7)        SOMEC             NA
              NRC - 2-Wire Voice Grade Loop with 2-Wire Line Port - Incremental Cost Manual vs.
                Electronic - New - 1st                                                                                    NA
              NRC - 2-Wire Voice Grade Loop with 2-Wire Line Port - Incremental Cost Manual vs.
                Electronic - New - Add'l                                                                                  NA
              NRC- 2 Wire Voice Grade Loop/Line Port Combination - Subsequent Database Update -
                Electronic                                                                                                NA
              NRC- 2 Wire Voice Grade Loop/Line Port Combination - Subsequent Database Update -
                Manual Service Order                                                                                      NA
              NRC - 2-Wire Voice Grade Loop with 2-Wire Line Port - Incremental Cost Manual vs.
                Electronic - New - Disconnect                                                                             NA

              All Other Loop/Port Combinations                                                                            TBD

              LOCAL NUMBER PORTABILITY (REQUIRES ONE PER PORT)                                          LNPCX

NOTES:
              Interim rates subject to true-up.
          1   Market Rates will apply in those areas where BellSouth is not required to provide
              circuit switching pursuant to FCC rules.

          2   In Georgia, rates will apply for Currently Combined as well as not Currently
              Combined loop/port combinations unless otherwise identified.

          3   In the absence of ordered rates by a State Commission, the recurring rates for
              Currently Combined combinations of loop/port network elements will be the sum of
              the recurring rates for the UNEs which make up the combinations, and the nonrecurring
              rates shall be as set forth in this section.

          4   End Office and Tandem Switching Usage and Common Transport Usage rates in the Port
              section of this rate exhibit shall apply to all combinations of loop/port network elements.
          5   Deleted
          6   Geographically Deaveraged UNE Zones and applicable rates have been established for certain
              services, as shown in this Agreement.  Where Geographically Deaveraged UNE Zones and applicable
              rates are established, Statewide rates are obsolete.  Further, BellSouth is in the process of
              enhancing its billing systems in order to accomodate this Geographically Deaveraged UNE Zone
              Rate Structure.  Until these enhancements are accomplished, estimated to be mid 2001, the UNE
              Zone 1 rate will be billed for all services residing in Zones 1, 2, 3 or 4, i.e., Rates for
              services residing in UNE Zones 2, 3 and UNE Zone 4, where applicable, will not be billed.
              Once billing enhancements are complete, all applicable UNE Zone rates reflected in this
              Agreement will be billed.
              Reference Internet Website http://www.interconnection.bellsouth.com/become_clec/ docs/interconnection/deavuzns.pdf
              to view Geographically Deaveraged UNE Zone Designations by Central Office.
          7   In the absence of ordered OSS rates by a state commission, BellSouth will offer regionwide rates
          8   There is not a unique combination USOC.  CLEC should submit the loop and port USOCs.
          9   Rates in TN and FL are interim and shall be trued-up when final rates are ordered.

</TABLE>
<PAGE>

<TABLE>
<CAPTION>

                                                                   Attachment 11
                                                                         Table 1
                                                                Rates - 41 of 65

                          BELLSOUTH/ITC-DELTACOM RATES
                                NETWORK ELEMENTS
                               AND OTHER SERVICES
------------------------------------------------------------------------------------------------------------------------------------
<S>     <C>                                                                                                      <C>      <C>
         ENHANCED EXTENDED LINKS (EELs)
             New EEL rates are the sum of the individual UNE network elements
             (interoffice transport and loop [channelization if applicable]

             DS1 Interoffice Channel and 2-wire VG Local Loop EEL:                                                 USOC    FL
             Recurring Charges
             2-wire VG Loop per month, statewide                                                                   UEAL2   NA
             2-wire VG Loop per month, Zone 1  (Note 1)                                                            UEAL2   $20.52
             2-wire VG Loop per month, Zone 2  (Note 1)                                                            UEAL2   TBD
             2-wire VG Loop per month, Zone 3  (Note 1)                                                            UEAL2   TBD
             2-wire VG Loop per month, Zone 4  (Note 1)                                                            NA      NA
              Interoffice Channel - Dedicated - DS1 - per mile per month                                           1L5XX   $0.6013
              Interoffice Channel - Dedicated - DS1 - Facility Termination per month                               U1TF1   $99.79
              DS1 Channelized System per month                                                                     MQ1     $153.60
             VG (COCI) interface card per month                                                                    1D1VG   $1.45
             Non-Recurring Charges - New EEL (Note 2)(Note 3)
             NRC- DS1 interoffice Facility Termination - 1st                                                       U1TF1   $171.01
             NRC-DS1 interoffice Facility Termination - Add'l                                                      U1TF1   $101.84
             NRC-2-wire VG Local Loop  - 1st                                                                       UEAL2   $38.02
             NRC-2-wire VG Local Loop  - Add'l                                                                     UEAL2   $35.15
             NRC-DS1 Channelization System -1st                                                                    MQ1     $275.18
             NRC-DS1 Channelization System - Add'l                                                                 MQ1     $137.77
             NRC-VG(COCI)interface card -1st                                                                       1D1VG   $12.16
             NRC-VG(COCI)interface card - Add'                                                                     1D1VG   $8.77
             NRC- 2-wire VG Local Loop and Channelized DS1 Interoffice Combination - Electronic Svc Order,
             per LSR                                                                                               SOMEC   $3.17
             NRC- 2-wire VG Local Loop and Channelized DS1 Interoffice Combination - Manual Svc Order, per LSR     SOMAN   $25.40
             NRC- 2-wire VG Local Loop and Channelized DS1 Interoffice Combination - Manual Svc Order - 1st        SOMAN   NA
             NRC- 2-wire VG Local Loop and Channelized DS1 Interoffice Combination - Manual Svc Order - Add'l      SOMAN   NA
             NRC- 2-wire VG Local Loop and Channelized DS1 Interoffice Combination - Manual Svc Order -
             Disconnect - 1st                                                                                      SOMAN   NA
             NRC- 2-wire VG Local Loop and Channelized DS1 Interoffice Combination - Manual Svc Order -
             Disconnect - Add'l                                                                                    SOMAN   NA

             DS1 Interoffice Channel and 4-wire VG Local Loop EEL:
             Recurring Charges
             4-wire VG Loop per month                                                                              UEAL4   NA
             4-wire VG Loop per month, Zone 1  (Note 1)                                                            UEAL4   $24.26
             4-wire VG Loop per month, Zone 2  (Note 1)                                                            UEAL4   $35.51
             4-wire VG Loop per month, Zone 3  (Note 1)                                                            UEAL4   $78.35
             4-wire VG Loop per month, Zone 4  (Note 1)                                                            NA      NA
              Interoffice Channel - Dedicated - DS1 - per mile per month                                           1L5XX   $0.6013
              Interoffice Channel - Dedicated - DS1 - Facility Termination per month                               U1TF1   $99.79
              DS1 Channelized System per month                                                                     MQ1     $153.60
             VG (COCI) interface card per month                                                                    1D1VG   $1.45
             Non-Recurring Charges - New EEL (Note 2) (Note 3)
             NRC- DS1 interoffice Facility Termination - 1st                                                       U1TF1   $171.01
             NRC-DS1 interoffice Facility Termination - Add'l                                                      U1TF1   $101.84
             NRC-4-wire VG Local Loop  - 1st                                                                       UEAL4   $329.76
             NRC-4-wire VG Local Loop  - Add'l                                                                     UEAL4   $178.91
             NRC-DS1 Channelization System -1st                                                                    MQ1     $275.18
             NRC-DS1 Channelization System - Add'l                                                                 MQ1     $137.77
             NRC-VG(COCI)interface card -1st                                                                       1D1VG   $12.16
             NRC-VG(COCI)interface card - Add'                                                                     1D1VG   $8.77
             NRC-DS1 interoffice channel and 4-wire VG Local Loop Combination - Electronic Svc Order, per LSR      SOMEC   $3.17
             NRC-DS1 interoffice channel and 4-wire VG Local Loop Combination - Manual Svc Order, per LSR          SOMAN   $25.40
             NRC-DS1 interoffice channel and 4-wire VG Local Loop Combination - Manual Svc Order - 1st             SOMAN   NA
             NRC-DS1 interoffice channel and 4-wire VG Local Loop Combination - Manual Svc Order - Add'l           SOMAN   NA
             NRC-DS1 interoffice channel and 4-wire VG Local Loop Combination - Manual Svc Order - Disconnect
             - 1st                                                                                                 SOMAN   NA
             NRC-DS1 interoffice channel and 4-wire VG Local Loop Combination - Manual Svc Order - Disconnect -
             Add'l                                                                                                 SOMAN   NA

             DS1 Interoffice Channel and 2-wire ISDN Local Loop:
             Recurring Charges
             2-wire ISDN Loop per month                                                                            U1L2X   NA
             2-wire ISDN Loop per month, Zone 1  (Note 1)                                                          U1L2X   $32.34
             2-wire ISDN Loop per month, Zone 2  (Note 1)                                                          U1L2X   $47.35
             2-wire ISDN Loop per month, Zone 3  (Note 1)                                                          U1L2X   $104.47
             2-wire ISDN Loop per month, Zone 4  (Note 1)                                                          NA      NA
              Interoffice Channel - Dedicated - DS1 - per mile per month                                           1L5XX   $0.6013
              Interoffice Channel - Dedicated - DS1 - Facility Termination per month                               U1TF1   $99.79
              DS1 Channelized System per month                                                                     MQ1     $153.60
             2-wire ISDN(BRITE COCI) per month                                                                     UC1CA   $3.83
             Non-Recurring Charges - New EEL (Note 2)(Note 3)
             NRC- DS1 interoffice Facility Termination - 1st                                                       U1TF1   $171.01
             NRC-DS1 interoffice Facility Termination - Add'l                                                      U1TF1   $101.84
             NRC- 2-wire ISDN Local Loop - 1st                                                                     U1L2X   $329.76
             NRC- 2-wire ISDN Local Loop - Add'l                                                                   U1L2X   $148.55
             NRC-DS1 Channelization System -1st                                                                    MQ1     $275.18
             NRC-DS1 Channelization System - Add'l                                                                 MQ1     $137.77
             NRC-2-wire BRITE(COCI)interface card -1st                                                             UC1CA   $12.16
             NRC-2-wire BRITE(COCI)interface card -Add'l                                                           UC1CA   $8.77
             NRC-DS1 interoffice channel and 2-wire ISDN Local Loop Combination - Electronic Svc Order, per LSR    SOMEC   $3.17
             NRC-DS1 interoffice channel and 2-wire ISDN Local Loop Combination - Manual Svc Order, per LSR        SOMAN   $25.40
</TABLE>
<PAGE>

<TABLE>
<CAPTION>

                                                                   Attachment 11
                                                                         Table 1
                                                                Rates - 42 of 65

                          BELLSOUTH/ITC-DELTACOM RATES
                                NETWORK ELEMENTS
                               AND OTHER SERVICES
------------------------------------------------------------------------------------------------------------------------------------
<S>     <C>                                                                                                      <C>      <C>
             New EEL rates are the sum of the individual UNE network elements (interoffice transport and loop
             [channelization if applicable]

             NRC-DS1 interoffice channel and 2-wire ISDN Local Loop Combination - Manual Svc Order - 1st           SOMAN   NA
             NRC-DS1 interoffice channel and 2-wire ISDN Local Loop Combination - Manual Svc Order - Add'l         SOMAN   NA
             NRC-DS1 interoffice channel and 2-wire ISDN Local Loop Combination - Manual Svc Order - Disconnect
             - 1st                                                                                                 SOMAN   NA
             NRC-DS1 interoffice channel and 2-wire ISDN Local Loop Combination - Manual Svc Order - Disconnect
             - Add'l                                                                                               SOMAN   NA

             DS1 Interoffice Channel and 4-wire 56 kbps Local Loop:
             Recurring Charges
             4-wire 56kbps Loop per month                                                                          UDL56   NA
             4-wire 56kbps Loop per month, Zone 1  (Note 1)                                                        UDL56   $39.08
             4-wire 56kbps Loop per month, Zone 2  (Note 1)                                                        UDL56   $57.21
             4-wire 56kbps Loop per month, Zone 3  (Note 1)                                                        UDL56   $126.22
             4-wire 56kbps Loop per month, Zone 4  (Note 1)                                                        NA      NA
              Interoffice Channel - Dedicated - DS1 - per mile per month                                           1L5XX   $0.6013
              Interoffice Channel - Dedicated - DS1 - Facility Termination per month                               U1TF1   $99.79
              DS1 Channelized System per month                                                                     MQ1     $153.60
             4-wire 56kbps card COCI per month                                                                     1D1DD   $2.20
             Non-Recurring Charges - New EEL (Note 2) (Note 3)
             NRC- DS1 interoffice Facility Termination - 1st                                                       U1TF1   $171.01
             NRC-DS1 interoffice Facility Termination - Add'l                                                      U1TF1   $101.84
             NRC-4-wire 56kbps Local Loop - 1st                                                                    UDL56   $329.76
             NRC-4-wire 56kbps Local Loop - Add'l                                                                  UDL56   $148.55
             NRC-DS1 Channelization System -1st                                                                    MQ1     $275.18
             NRC-DS1 Channelization System - Add'l                                                                 MQ1     $137.77
             NRC-4-wire 56kbps(COCI)interface card -1st                                                            1D1DD   $12.16
             NRC-4-wire 56kbps(COCI)interface card -Add'l                                                          1D1DD   $8.77
             NRC-DS1 interoffice channel and 4-wire 56kbps Local Loop Combination - Electronic Svc Order, per LSR  SOMEC   $3.17
             NRC-DS1 interoffice channel and 4-wire 56kbps Local Loop Combination - Manual Svc Order, per LSR      SOMAN   $25.40
             NRC-DS1 interoffice channel and 4-wire 56kbps Local Loop Combination - Manual Svc Order - 1st         SOMAN   NA
             NRC-DS1 interoffice channel and 4-wire 56kbps Local Loop Combination - Manual Svc Order - Add'l       SOMAN   NA
             NRC-DS1 interoffice channel and 4-wire 56kbps Local Loop Combination - Manual Svc Order -
             Disconnect - 1st                                                                                      SOMAN   NA
             NRC-DS1 interoffice channel and 4-wire 56kbps Local Loop Combination - Manual Svc Order -
             Disconnect - Add'l                                                                                    SOMAN   NA

             DS1 Interoffice Channel and 4-wire 64 kbps Local Loop:
             Recurring Charges
             4-wire 64kbps Loop per month                                                                          UDL64   NA
             4-wire 64kbps Loop per month, Zone 1  (Note 1)                                                        UDL64   $39.08
             4-wire 64kbps Loop per month, Zone 2  (Note 1)                                                        UDL64   $57.21
             4-wire 64kbps Loop per month, Zone 3  (Note 1)                                                        UDL64   $126.22
             4-wire 64kbps Loop per month, Zone 4  (Note 1)                                                        NA      NA
              Interoffice Channel - Dedicated - DS1 - per mile per month                                           1L5XX   $0.6013
              Interoffice Channel - Dedicated - DS1 - Facility Termination per month                               U1TF1   $99.79
              DS1 Channelized System per month                                                                     MQ1     $153.60
             4-wire 64kbps card COCI per month                                                                     1D1DD   $1.06
             Non-Recurring Charges - New EEL (Note 2) (Note 3)
             NRC- DS1 interoffice - 1st                                                                            U1TF1   $171.01
             NRC- DS1 interoffice - Add'l                                                                          U1TF1   $101.84
             NRC-4-wire 64kbps Local Loop - 1st                                                                    UDL64   $329.76
             NRC-4-wire 64kbps Local Loop - Add'l                                                                  UDL64   $148.55
             NRC-DS1 Channelization System -1st                                                                    MQ1     $275.18
             NRC-DS1 Channelization System - Add'l                                                                 MQ1     $137.77
             NRC-4-wire 64kbps(COCI)interface card -1st                                                            1D1DD   $12.16
             NRC-4-wire 64kbps(COCI)interface card -Add'l                                                          1D1DD   $8.77
             NRC-DS1 interoffice channel and 4-wire 64kbps Local Loop Combination - Electronic Svc Order, per LSR  SOMEC   $3.17
             NRC-DS1 interoffice channel and 4-wire 64kbps Local Loop Combination - Manual Svc Order, per LSR      SOMAN   $25.40
             NRC-DS1 interoffice channel and 4-wire 64kbps Local Loop Combination - Manual Svc Order - 1st         SOMAN   NA
             NRC-DS1 interoffice channel and 4-wire 64kbps Local Loop Combination - Manual Svc Order - Add'l       SOMAN   NA
             NRC-DS1 interoffice channel and 4-wire 64kbps Local Loop Combination - Manual Svc Order -
             Disconnect - 1st                                                                                      SOMAN   NA
             NRC-DS1 interoffice channel and 4-wire 64kbps Local Loop Combination - Manual Svc Order -
             Disconnect - Add'l                                                                                    SOMAN   NA

             DS1 Interoffice Channel and DS1 Interoffice Local Loop:
             Recurring Charges
             DS1 Loop per month                                                                                    USLXX   NA
             DS1 Loop per month, Zone 1  (Note 1)                                                                  USLXX   $64.69
             DS1 Loop per month, Zone 2  (Note 1)                                                                  USLXX   $94.71
             DS1 Loop per month, Zone 3  (Note 1)                                                                  USLXX   $208.93
             DS1 Loop per month, Zone 4  (Note 1)                                                                  NA      NA
              Interoffice Channel - Dedicated - DS1 - per mile per month                                           1L5XX   $0.6013
              Interoffice Channel - Dedicated - DS1 - Facility Termination per month                               U1TF1   $99.79
             Non-Recurring Charges - New EEL (Note 2) (Note 3)
             NRC- DS1 interoffice - 1st                                                                            U1TF1   $171.01
             NRC- DS1 interoffice - Add'l                                                                          U1TF1   $101.84
             NRC-DS1 Local Loop - 1st                                                                              USLXX   $627.78
             NRC-DS1 Local Loop - Add'l                                                                            USLXX   $377.43
             NRC-DS1 interoffice channel and DS1 Local Loop Combination - Electronic Svc Order, per LSR            SOMEC   $3.17
             NRC-DS1 interoffice channel and DS1 Local Loop Combination - Manual Svc Order, per LSR                SOMAN   $25.40
             NRC-DS1 interoffice channel and DS1 Local Loop Combination - Manual Svc Order - 1st                   SOMAN   NA
             NRC-DS1 interoffice channel and DS1 Local Loop Combination - Manual Svc Order - Add'l                 SOMAN   NA
             NRC-DS1 interoffice channel and DS1 Local Loop Combination - Manual Svc Order - Disconnect - 1st      SOMAN   NA
</TABLE>
<PAGE>

<TABLE>
<CAPTION>

                                                                   Attachment 11
                                                                         Table 1
                                                                Rates - 43 of 65

                          BELLSOUTH/ITC-DELTACOM RATES
                                NETWORK ELEMENTS
                               AND OTHER SERVICES
------------------------------------------------------------------------------------------------------------------------------------
<S>     <C>                                                                                                      <C>      <C>
             New EEL rates are the sum of the individual UNE network elements (interoffice transport and loop
             [channelization if applicable]
             NRC-DS1 interoffice channel and DS1 Local Loop Combination - Manual Svc Order - Disconnect - Add'l    SOMAN   NA

             DS3 Interoffice Channel and DS3 Local Loop:
             Recurring Charges
             DS3 Loop per Facility Termination per month                                                           UE3PX   $404.58
             DS3 Loop per mile                                                                                     1L5ND   $11.77
             Interoffice Channel - Dedicated - DS3 - FacilityTermination  per month                                U1TF3   $1,121.93
             Interoffice Channel - Dedicated - DS3 - per mile per month                                            1L5XX   $4.17
             Non-Recurring Charges - New EEL (Note 2)(Note 3)
             NRC- DS3 interoffice - 1st                                                                            U1TF3   $154.30
             NRC- DS3 interoffice - Add'l                                                                          U1TF3   $77.50
             NRC-DS3 Local Loop - 1st                                                                              UE3PX   $1,020.45
             NRC-DS3 Local Loop - Add'l                                                                            UE3PX   $513.74
             NRC-DS3 interoffice channel and DS3 Local Loop Combination - Electronic Svc Order, per LSR            SOMEC   $3.17
             NRC-DS3 interoffice channel and DS3 Local Loop Combination - Manual Svc Order, per LSR                SOMAN   $25.40
             NRC-DS3 interoffice channel and DS3 Local Loop Combination - Manual Svc Order - 1st                   SOMAN   NA
             NRC-DS3 interoffice channel and DS3 Local Loop Combination - Manual Svc Order - Add'l                 SOMAN   NA
             NRC-DS3 interoffice channel and DS3 Local Loop Combination - Manual Svc Order - Disconnect - 1st      SOMAN   NA
             NRC-DS3 interoffice channel and DS3 Local Loop Combination - Manual Svc Order - Disconnect - Add'l    SOMAN   NA

             STS-1 Interoffice Channel and STS-1 Local Loop:
             Recurring Charges
             STS-1 Loop per Facility Termination per month                                                         UDLS1   $446.09
             STS-1 Loop per mile                                                                                   1L5ND   $11.77
             Interoffice Channel - Dedicated - STS-1 - FacilityTermination  per month                              U1TFS   $1,105.98
             Interoffice Channel - Dedicated - STS-1 - per mile per month                                          1L5XX   $4.17
             Non-Recurring Charges - New EEL (Note 2)(Note 3)
             NRC- STS-1 interoffice - 1st                                                                          U1TFS   $154.30
             NRC- STS-1 interoffice - Add'l                                                                        U1TFS   $77.50
             NRC-STS-1 Local Loop - 1st                                                                            UDLS1   $1,020.45
             NRC-STS-1 Local Loop - Add'l                                                                          UDLS1   $513.74
             NRC-STS-1 interoffice channel and STS-1 Local Loop Combination - Electronic Svc Order, per LSR        SOMEC   $3.17
             NRC-STS-1 interoffice channel and STS-1 Local Loop Combination - Manual Svc Order, per LSR            SOMAN   $25.40
             NRC-STS-1 interoffice channel and STS-1 Local Loop Combination - Manual Svc Order - 1st               SOMAN   NA
             NRC-STS-1 interoffice channel and STS-1 Local Loop Combination - Manual Svc Order - Add'l             SOMAN   NA
             NRC-STS-1 interoffice channel and STS-1 Local Loop Combination - Manual Svc Order - Disconnect
             - 1st                                                                                                 SOMAN   NA
             NRC-STS-1 interoffice channel and STS-1 Local Loop Combination - Manual Svc Order - Disconnect
             - Add'l                                                                                               SOMAN   NA

             DS3 Interoffice Channel and DS1 Local Loop:
             Recurring Charges
             DS1 Loop per month                                                                                    USLXX   NA
             DS1 Loop per month, Zone 1  (Note 1)                                                                  USLXX   $64.69
             DS1 Loop per month, Zone 2  (Note 1)                                                                  USLXX   $94.71
             DS1 Loop per month, Zone 3  (Note 1)                                                                  USLXX   $208.93
             DS1 Loop per month, Zone 4  (Note 1)                                                                  NA      NA
             Interoffice Channel - Dedicated - DS3 - FacilityTermination  per month                                U1TF3   $1,121.93
             Interoffice Channel - Dedicated - DS3 - per mile per month                                            1L5XX   $4.17
              DS3 Channelized System per month                                                                     MQ3     $220.97
              DS3 Interface per month (DS1 COCI)                                                                   UC1D1   $14.40
             Non-Recurring Charges - New EEL (Note 2)(Note 3)
             NRC- DS3 interoffice - 1st                                                                            U1TF3   $627.78
             NRC- DS3 interoffice - Add'l                                                                          U1TF3   $377.43
             NRC-DS1 Local Loop - 1st                                                                              USLXX   $338.52
             NRC-DS1 Local Loop - Add'l                                                                            USLXX   $124.84
             NRC-DS3 Channelization System -1st                                                                    MQ3     $404.85
             NRC-DS3 Channelization System - Add'l                                                                 MQ3     $168.26
             NRC-DS1(COCI)interface card -1st                                                                      UC1D1   $12.16
             NRC-DS1(COCI)interface card -Add'l                                                                    UC1D1   $8.77
             NRC-DS3 interoffice channel and DS1 Local Loop Combination - Electronic Svc Order, per LSR            SOMEC   $3.17
             NRC-DS3 interoffice channel and DS1 Local Loop Combination - Manual Svc Order, per LSR                SOMAN   $25.40
             NRC-DS3 interoffice channel and DS1 Local Loop Combination - Manual Svc Order - 1st                   SOMAN   NA
             NRC-DS3 interoffice channel and DS1 Local Loop Combination - Manual Svc Order - Add'l                 SOMAN   NA
             NRC-DS3 interoffice channel and DS1 Local Loop Combination - Manual Svc Order - Disconnect - 1st      SOMAN   NA
             NRC-DS3 interoffice channel and DS1 Local Loop Combination - Manual Svc Order - Disconnect - Add'l    SOMAN   NA

             STS-1 Interoffice Channel and DS1 Local Loop:
             Recurring Charges
             DS1 Loop per month, Zone 1  (Note 1)                                                                  USLXX   $64.69
             DS1 Loop per month, Zone 2  (Note 1)                                                                  USLXX   $94.71
             DS1 Loop per month, Zone 3  (Note 1)                                                                  USLXX   $208.93
             DS1 Loop per month, Zone 4  (Note 1)                                                                  NA      NA
             Interoffice Channel - Dedicated - STS-1 - FacilityTermination  per month                              U1TFS   $1,105.98
             Interoffice Channel - Dedicated - STS-1 - per mile per month                                          1L5XX   $4.17
              DS3 Channelized System per month                                                                     MQ3     $220.97
              DS3 Interface per month (DS1 COCI)                                                                   UC1D1   $14.40
             Non-Recurring Charges - New EEL (Note 2)(Note 3)
             NRC-DS1 Local Loop - 1st                                                                              USLXX   $627.78
             NRC-DS1 Local Loop - Add'l                                                                            USLXX   $377.43
</TABLE>
<PAGE>

<TABLE>
<CAPTION>

                                                                   Attachment 11
                                                                         Table 1
                                                                Rates - 44 of 65

                          BELLSOUTH/ITC-DELTACOM RATES
                                NETWORK ELEMENTS
                               AND OTHER SERVICES
------------------------------------------------------------------------------------------------------------------------------------
<S>     <C>                                                                                                      <C>      <C>
             New EEL rates are the sum of the individual UNE network elements (interoffice transport and loop
             [channelization if applicable]

CALLING NAME NRC-MSTS-1Rinteroffice - 1st                                                                          U1TFS   $154.30
     CNAM (DaNRC-sSTS-1einterofficer- Add'l                                                                        U1TFS   $77.50
             NRC-DS3 Channelization System -1st                                                                    MQ3     $404.85
             NRC-DS3 Channelization System - Add'l                                                                 MQ3     $168.26
             NRC-DS1(COCI)interface card -1st                                                                      UC1D1   $12.16
             NRC-DS1(COCI)interface card -Add'l                                                                    UC1D1   $8.77
             NRC-STS-1 interoffice channel and DS1 Local Loop Combination - Electronic Svc Order, per LSR          SOMEC   $3.17
             NRC-STS-1 interoffice channel and DS1 Local Loop Combination - Manual Svc Order, per LSR              SOMAN   $25.40
             NRC-STS-1 interoffice channel and DS1 Local Loop Combination - Manual Svc Order - 1st                 SOMAN   NA
             NRC-STS-1 interoffice channel and DS1 Local Loop Combination - Manual Svc Order - Add'l               SOMAN   NA
             NRC-STS-1 interoffice channel and DS1 Local Loop Combination - Manual Svc Order - Disconnect - 1st    SOMAN   NA
             NRC-STS-1 interoffice channel and DS1 Local Loop Combination - Manual Svc Order - Disconnect - Add'l  SOMAN   NA

             2-wire VG Interoffice Channel and 2-wire VG Local Loop:

             Recurring Charges

             2-wire VG Loop per month, statewide                                                                   UEAL2   $20.52
             2-wire VG Loop per month, Zone 1  (Note 1)                                                            UEAL2   TBD
             2-wire VG Loop per month, Zone 2  (Note 1)                                                            UEAL2   TBD
             2-wire VG Loop per month, Zone 3  (Note 1)                                                            UEAL2   TBD
             2-wire VG Loop per month, Zone 4  (Note 1)                                                            NA      NA
             Interoffice Channel - Dedicated - 2-wire VG - FacilityTermination  per month                          U1TV2   $26.52
             Interoffice Channel - Dedicated - 2-wire VG - per mile per month                                      1L5XX   $0.01
             Non-Recurring Charges - New EEL (Note 2)(Note 3)
             NRC- 2-wire VG interoffice - 1st                                                                      U1TV2   $112.10
             NRC- 2-wire VG interoffice - Add'l                                                                    U1TV2   $67.61
             NRC-2-wire VG Local Loop - 1st                                                                        UEAL2   $38.02
             NRC-2-wire VG Local Loop - Add'l                                                                      UEAL2   $35.15
             NRC-2-wire VG interoffice channel and 2-wire VG Local Loop Combination - Electronic Svc Order, per
             LSR                                                                                                   SOMEC   $3.17
             NRC-2-wire VG interoffice channel and 2-wire VG Local Loop Combination - Manual Svc Order, per LSR    SOMAN   $25.40
             NRC-2-wire VG interoffice channel and 2-wire VG Local Loop Combination - Manual Svc Order - 1st       SOMAN   NA
             NRC-2-wire VG interoffice channel and 2-wire VG Local Loop Combination - Manual Svc Order - Add'l     SOMAN   NA
             NRC-2-wire VG interoffice channel and 2-wire VG Local Loop Combination - Manual Svc Order -
             Disconnect - 1st                                                                                      SOMAN   NA
             NRC-2-wire VG interoffice channel and 2-wire VG Local Loop Combination - Manual Svc Order -
             Disconnect - Add'l                                                                                    SOMAN   NA

             4-wire VG Interoffice Channel and 4-wire VG Local Loop:

             Recurring Charges

             4-wire VG Loop per month, Zone 1  (Note 1)                                                            UEAL4   $24.26
             4-wire VG Loop per month, Zone 2  (Note 1)                                                            UEAL4   $35.51
             4-wire VG Loop per month, Zone 3  (Note 1)                                                            UEAL4   $78.35
             4-wire VG Loop per month, Zone 4  (Note 1)                                                            NA      NA
             Interoffice Channel - Dedicated - 4-wire VG - FacilityTermination  per month                          U1TV4   $23.64
             Interoffice Channel - Dedicated - 4-wire VG - per mile per month                                      1L5XX   $0.0098
             Non-Recurring Charges - New EEL (Note 2)(Note 3)
             NRC- 4-wire VG interoffice - 1st                                                                      U1TV4   $160.33
             NRC- 4-wire VG interoffice - Add'l                                                                    U1TV4   $73.44
             NRC-4-wire VG Local Loop - 1st                                                                        UEAL4   $329.76
             NRC-4-wire VG Local Loop - Add'l                                                                      UEAL4   $148.55
             NRC-4-wire VG interoffice channel and 4-wire VG Local Loop Combination - Electronic Svc Order, per
             LSR                                                                                                   SOMEC   $3.17
             NRC-4-wire VG interoffice channel and 4-wire VG Local Loop Combination - Manual Svc Order, per LSR    SOMAN   $25.40
             NRC-4-wire VG interoffice channel and 4-wire VG Local Loop Combination - Manual Svc Order - 1st       SOMAN   NA
             NRC-4-wire VG interoffice channel and 4-wire VG Local Loop Combination - Manual Svc Order - Add'l     SOMAN   NA
             NRC-4-wire VG interoffice channel and 4-wire VG Local Loop Combination - Manual Svc Order -
             Disconnect - 1st                                                                                      SOMAN   NA
             NRC-4-wire VG interoffice channel and 4-wire VG Local Loop Combination - Manual Svc Order -
             Disconnect - add'l                                                                                    SOMAN   NA

             4-wire 56 kbps Interoffice Channel and 4-wire 56kbps Local Loop:
             Recurring Charges
             4-wire 56kbps Loop per month, Zone 1  (Note 1)                                                        UDL56   $39.08
             4-wire 56kbps Loop per month, Zone 2  (Note 1)                                                        UDL56   $57.21
             4-wire 56kbps Loop per month, Zone 3  (Note 1)                                                        UDL56   $126.22
             4-wire 56kbps Loop per month, Zone 4  (Note 1)                                                        NA      NA
             Interoffice Channel - Dedicated - 4-wire 56kbps - FacilityTermination  per month                      U1TD5   $23.64
             Interoffice Channel - Dedicated - 4-wire 56kbps - per mile per month                                  1L5XX   $0.0098
             Non-Recurring Charges - New EEL (Note 2)(Note 3)
             NRC- 4-wire 56kbps interoffice - 1st                                                                  U1TD5   $160.33
             NRC- 4-wire 56kbps interoffice - Add'l                                                                U1TD5   $73.44
             NRC-4-wire 56kbps Local Loop - 1st                                                                    UDL56   $329.76
             NRC-4-wire 56kbps Local Loop - Add'l                                                                  UDL56   $148.55
             NRC-4-wire 56kbps interoffice channel and 4-wire 56kbps Local Loop Combination - Electronic Svc
             Order, per LSR                                                                                        SOMEC   $3.17
             NRC-4-wire 56kbps interoffice channel and 4-wire 56kbps Local Loop Combination - Manual Svc Order,
             per LSR                                                                                               SOMAN   $25.40
             NRC-4-wire 56kbps interoffice channel and 4-wire 56kbps Local Loop Combination - Manual Svc Order
             - 1st                                                                                                 SOMAN   NA
             NRC-4-wire 56kbps interoffice channel and 4-wire 56kbps Local Loop Combination - Manual Svc Order
             - Add'l                                                                                               SOMAN   NA
             NRC-4-wire 56kbps interoffice channel and 4-wire 56kbps Local Loop Combination - Manual Svc Order
             - Disconnect - 1st                                                                                    SOMAN   NA
             NRC-4-wire 56kbps interoffice channel and 4-wire 56kbps Local Loop Combination - Manual Svc Order
             - Disconnect - Add'l                                                                                  SOMAN   NA

             4-wire 64 kbps Interoffice Channel and 4-wire 64 kbps Local Loop:

             Recurring Charges

             4-wire 64kbps Loop per month, Zone 1  (Note 1)                                                        UDL64   $39.08
             4-wire 64kbps Loop per month, Zone 2  (Note 1)                                                        UDL64   $57.21
</TABLE>
<PAGE>

<TABLE>
<CAPTION>

                                                                   Attachment 11
                                                                         Table 1
                                                                Rates - 45 of 65

                          BELLSOUTH/ITC-DELTACOM RATES
                                NETWORK ELEMENTS
                               AND OTHER SERVICES
------------------------------------------------------------------------------------------------------------------------------------
<S>     <C>                                                                                                      <C>      <C>
             New EEL rates are the sum of the individual UNE network elements (interoffice transport and loop
             [channelization if applicable]

             4-wire 64kbps Loop per month, Zone 3  (Note 1)                                                        UDL64   $126.22
             4-wire 64kbps Loop per month, Zone 4  (Note 1)                                                        NA      NA
             Interoffice Channel - Dedicated - 4-wire 64kbps - FacilityTermination  per month                      U1TD6   $19.31
             Interoffice Channel - Dedicated - 4-wire 64kbps - per mile per month                                  1L5XX   $0.0098
             Non-Recurring Charges - New EEL (Note 2)(Note 3)
             NRC- 4-wire 64kbps interoffice - 1st                                                                  U1TD6   $160.33
             NRC- 4-wire 64kbps interoffice - Add'l                                                                U1TD6   $73.44
             NRC-4-wire 64kbps Local Loop - 1st                                                                    UDL64   $329.76
             NRC-4-wire 64kbps Local Loop - Add'l                                                                  UDL64   $148.55
             NRC-4-wire 64kbps interoffice channel and 4-wire 64kbps Local Loop Combination - Electronic Svc
             Order, per LSR                                                                                        SOMEC   $3.17
             NRC-4-wire 64kbps interoffice channel and 4-wire 64kbps Local Loop Combination - Manual Svc Order,
             per LSR                                                                                               SOMAN   $25.40
             NRC-4-wire 64kbps interoffice channel and 4-wire 64kbps Local Loop Combination Manual Svc Order-1st   SOMAN   NA
             NRC-4-wire 64kbps interoffice channel and 4-wire 64kbps Local Loop Combination Manual Svc Order-Add'l SOMAN   NA
             NRC-4-wire 64kbps interoffice channel and 4-wire 64kbps Local Loop Combination Manual Svc
             Order - Disconnect - 1st                                                                              SOMAN   NA
             NRC-4-wire interoffice channel and 4-wire 64kbps Local Loop combination Manual Sve
             Order-Disconnect - Add'l                                                                              SOMAN   NA
             Network Elements used in Existing Combinations at UNE Rates (Note 4)                                  USOC    FL
             Local Loop:
             2-Wire Analog Voice Grade Loop-Service Service Level 2
             2-Wire Analog Voice Grade Loop-per mile per month                                                     UNCVX  $0.00
             2-Wire Analog Voice Grade Loop-per month                                                              UEAL2   NA
             NRC-4-wire 64kbps interoffice channel and 4-wire 64kbps                                               UEAL2  $20.52
             Zone 1                                                                                                UEAL2   TBD
             Zone 3                                                                                                UEAL2   TBD
             Zone 4                                                                                                UEAL2   NA
             NRC - Ordinarily Combined in GA (Note 5)
             NRC - 1st                                                                                             UEAL2   NA
             NRC - Add'l                                                                                           UEAL2   NA
             NRC - Disconnect Charge - 1st                                                                         UEAL2   NA
             NRC - Disconnect Charge - Add'l                                                                       UEAL2   NA
             NRC - Electronic Svc Order, per LSR                                                                   SOMEC   NA
             NRC - Incremental Charge - Manual Service Order - 1st                                                 SOMAN   NA
             NRC - Incremental Charge - Manual Service Order - Add'l                                               SOMAN   NA
             NRC - Incremental Charge - Manual Service Order - Disconnect                                          SOMAN   NA
             NRC- All Existing Combination "Switch As Is" Conversion Charge (Note 6)
             NRC- 2/4-WIRE COMBINATION - "Switch As Is" Conversion Charge - 1st                                    UNCCC   $32.75
             NRC- 2/4-WIRE COMBINATION - "Switch As Is" Conversion Charge - Addl                                   UNCCC   $32.75
             NRC- 2/4-WIRE COMBINATION - "Switch As Is" Conversion Charge - Disconnect - 1st                       UNCCC   $16.77
             NRC- 2/4-WIRE COMBINATION - "Switch As Is" Conversion Charge - Disconnect - Add'l                     UNCCC   $16.77

             2-Wire Analog Voice Grade Loop - Service Level 2 - (reverse battery)
             2-Wire Analog Voice Grade Loop -  Loop[ Start - per mile per month                                    1L5ND   $0.00
             2-Wire Analog Voice Grade Loop -  Rev Bat -  per month                                                UEAR2   $20.52
             Zone 1                                                                                                UEAR2   $23.23
             Zone 2                                                                                                UEAR2   $22.43
             Zone 3                                                                                                UEAR2   $27.87
             Zone 4                                                                                                UEAR2   NA
             NRC - Ordinarily Combined in GA (Note 5)
             NRC - 1st                                                                                             UEAR2   NA
             NRC - Add'l                                                                                           UEAR2   NA
             NRC - Disconnect Charge - 1st                                                                         UEAR2   NA
             NRC - Disconnect Charge - Add'l                                                                       UEAR2   NA
             NRC - Electronic Svc Order, per LSR                                                                   SOMEC   NA
             NRC - Incremental Charge - Manual Service Order - 1st                                                 SOMAN   NA
             NRC - Incremental Charge - Manual Service Order - Add'l                                               SOMAN   NA
             NRC - Incremental Charge - Manual Service Order - Disconnect                                          SOMAN   NA
             NRC-All Existing Combination "Switch As Is" Conversion Charge (Note 6)
             NRC-2/4-WIRE COMBINATION - "Switch As Is" Conversion Charge - 1st                                     UNCCC   $32.75
             NRC-2/4-WIRE COMBINATION - "Switch As Is" Conversion Charge - Add'l                                   UNCCC   $32.75
             NRC- 2/4-WIRE COMBINATION - "Switch As Is" Conversion Charge - Disconnect - 1st                       UNCCC   $16.77
             NRC- 2/4-WIRE COMBINATION - "Switch As Is" Conversion Charge - Disconnect - Add'l                     UNCCC   $16.77

             4-Wire Analog Voice Grade Loop

             4-Wire Analog Voice Grade Loop per mile per month                                                     1L5ND   $0.00
             Zone 1                                                                                                UEAL4   $24.26
             Zone 2                                                                                                UEAL4   $35.51
             Zone 3                                                                                                UEAL4   $78.35
             Zone 4                                                                                                UEAL4   NA
             NRC - Ordinarily Combined in GA (Note 5)
             NRC - 1st                                                                                             UEAL4   NA
             NRC - Add'l                                                                                           UEAL4   NA
             NRC - Disconnect Charge - 1st                                                                         UEAL4   NA
             NRC - Disconnect Charge - Add'l                                                                       UEAL4   NA
             NRC - Electronic Svc Order, per LSR                                                                   SOMEC   NA
             NRC - Incremental Charge - Manual Service Order - 1st                                                 SOMAN   NA
             NRC - Incremental Charge - Manual Service Order - Add'l                                               SOMAN   NA
             NRC - Incremental Charge - Manual Service Order - Disconnect                                          SOMAN   NA
             NRC-All Existing Combination "Switch As Is" Conversion Charge (Note 6)
</TABLE>
<PAGE>

<TABLE>
<CAPTION>

                                                                   Attachment 11
                                                                         Table 1
                                                                Rates - 46 of 65

                          BELLSOUTH/ITC-DELTACOM RATES
                                NETWORK ELEMENTS
                               AND OTHER SERVICES
------------------------------------------------------------------------------------------------------------------------------------
<S>     <C>                                                                           <C>               <C>
             New EEL rates are the sum of the individual UNE network elements (interoffice transport and loop
             [channelization if applicable]

             NRC-2/4-WIRE COMBINATION - "Switch As Is" Conversion Charge - 1st                                     UNCCC   $32.75
             NRC-2/4-WIRE COMBINATION - "Switch As Is" Conversion Charge - Add'l                                   UNCCC   $32.75
             NRC- 2/4-WIRE COMBINATION - "Switch As Is" Conversion Charge - Disconnect - 1st                       UNCCC   $16.77
             NRC- 2/4-WIRE COMBINATION - "Switch As Is" Conversion Charge - Disconnect - Add'l                     UNCCC   $16.77

             2-Wire ISDN Digital Grade Loop

             2-Wire ISDN Loop per mile per month                                                                   1L5ND   $0.00
             2-Wire ISDN Digital Grade Loop per month                                                              U1L2X   NA
             Zone 1                                                                                                U1L2X   $32.34
             Zone 2                                                                                                U1L2X   $47.35
             Zone 3                                                                                                U1L2X   $104.47
             Zone 4                                                                                                U1L2X   NA
             NRC - Ordinarily Combined in GA (Note 5)
             NRC - 1st                                                                                             U1L2X   NA
             NRC - Add'l                                                                                           U1L2X   NA
             NRC - Disconnect Dharge - 1st                                                                         U1L2X   NA
             NRC - Disconnect Charge - Add'l                                                                       U1L2X   NA
             NRC - Electronic Svc Order, per LSR                                                                   SOMEC   NA
             NRC - Incremental Charge - Manual Service Order - 1st                                                 SOMAN   NA
             NRC - Incremental Charge - Manual Service Order - Add'l                                               SOMAN   NA
             NRC - Incremental Charge - Manual Service Order - Disconnect                                          SOMAN   NA
             NRC-All Existing Combination "Switch As Is" Conversion Charge (Note 6)
             NRC-2/4-WIRE COMBINATION - "Switch As Is" Conversion Charge - 1st                                     UNCCC   $32.75
             NRC-2/4-WIRE COMBINATION - "Switch As Is" Conversion Charge - Add'l                                   UNCCC   $32.75
             NRC- 2/4-WIRE COMBINATION - "Switch As Is" Conversion Charge - Disconnect - 1st                       UNCCC   $16.77
             NRC- 2/4-WIRE COMBINATION - "Switch As Is" Conversion Charge - Disconnect - Add'l                     UNCCC   $16.77

             4-Wire 56 kbps Digital Grade Loop

             4-Wire 56 kbps Digital Grade Loop per mile per month                                                  1L5ND   $0.00
             4-Wire 56 kbps Digital Grade Loop per month                                                           UDL56   NA
             Zone 1                                                                                                UDL56   $33.90
             Zone 2                                                                                                UDL56   $44.72
             Zone 3                                                                                                UDL56   $50.85
             Zone 4                                                                                                UDL56   NA
             NRC - Ordinarily Combined in GA (Note 5)
             NRC - 1st                                                                                             UDL56   NA
             NRC - Add'l                                                                                           UDL56   NA
             NRC - Disconnect Dharge - 1st                                                                         UDL56   NA
             NRC - Disconnect Charge - Add'l                                                                       UDL56   NA
             NRC - Electronic Svc Order, per LSR                                                                   SOMEC   NA
             NRC - Incremental Charge - Manual Service Order - 1st                                                 SOMAN   NA
             NRC - Incremental Charge - Manual Service Order - Add'l                                               SOMAN   NA
             NRC - Incremental Charge - Manual Service Order - Disconnect                                          SOMAN   NA
             NRC-All Existing Combination "Switch As Is" Conversion Charge (Note 6)
             NRC-2/4-WIRE COMBINATION - "Switch As Is" Conversion Charge - 1st                                     UNCCC   $32.75
             NRC-2/4-WIRE COMBINATION - "Switch As Is" Conversion Charge - Add'l                                   UNCCC   $32.75
             NRC- 2/4-WIRE COMBINATION - "Switch As Is" Conversion Charge - Disconnect - 1st                       UNCCC   $16.77
             NRC- 2/4-WIRE COMBINATION - "Switch As Is" Conversion Charge - Disconnect - Add'l                     UNCCC   $16.77

             4-Wire 64 kbps Digital Grade Loop

             4-Wire 64 kbps Digital Grade Loop per mile per month                                                  1L5ND   $0.00
             4-Wire 64 kbps Digital Grade Loop per month                                                           UDL64   NA
             Zone 1                                                                                                UDL64   $33.90
             Zone 2                                                                                                UDL64   $44.72
             Zone 3                                                                                                UDL64   $50.85
             Zone 4                                                                                                UDL64   NA
             NRC - Ordinarily Combined in GA (Note 5)
             NRC - 1st                                                                                             UDL64   NA
             NRC - Add'l                                                                                           UDL64   NA
             NRC - Disconnect Dharge - 1st                                                                         UDL64   NA
             NRC - Disconnect Charge - Add'l                                                                       UDL64   NA
             NRC - Electronic Svc Order, per LSR                                                                   SOMEC   NA
             NRC - Incremental Charge - Manual Service Order - 1st                                                 SOMAN   NA
             NRC - Incremental Charge - Manual Service Order - Add'l                                               SOMAN   NA
             NRC - Incremental Charge - Manual Service Order - Disconnect                                          SOMAN   NA
             NRC-All Existing Combination "Switch As Is" Conversion Charge (Note 6)
             NRC-2/4-WIRE COMBINATION - "Switch As Is" Conversion Charge - 1st                                     UNCCC   $32.75
             NRC-2/4-WIRE COMBINATION - "Switch As Is" Conversion Charge - Add'l                                   UNCCC   $32.75
             NRC- 2/4-WIRE COMBINATION - "Switch As Is" Conversion Charge - Disconnect - 1st                       UNCCC   $16.77
             NRC- 2/4-WIRE COMBINATION - "Switch As Is" Conversion Charge - Disconnect - Add'l                     UNCCC   $16.77

             4-Wire DS1 Digital Loop

             4-Wire DS1 Digital Loop per mile per month                                                            1L5ND   $0.00
             4-Wire DS1 Digital Loop per month                                                                     USLXX   NA
             Zone 1                                                                                                USLXX   $64.69
             Zone 2                                                                                                USLXX   $94.71
             Zone 3                                                                                                USLXX   $208.93
             Zone 4                                                                                                USLXX   NA
</TABLE>
<PAGE>

<TABLE>
<CAPTION>

                                                                   Attachment 11
                                                                         Table 1
                                                                Rates - 47 of 65

                          BELLSOUTH/ITC-DELTACOM RATES
                                NETWORK ELEMENTS
                               AND OTHER SERVICES
------------------------------------------------------------------------------------------------------------------------------------
<S>     <C>                                                                           <C>               <C>
             New EEL rates are the sum of the individual UNE network elements (interoffice transport and loop
             [channelization if applicable]
             NRC - Ordinarily Combined in GA (Note 5)
             NRC - 1st                                                                                             USLXX   NA
             NRC - Add'l                                                                                           USLXX   NA
             NRC - Disconnect Charge - 1st                                                                         USLXX   NA
             NRC - Disconnect Charge - Add'l                                                                       USLXX   NA
             NRC - Electronic Svc Order, per LSR                                                                   SOMEC   NA
             NRC - Incremental Charge - Manual Service Order - 1st                                                 SOMAN   NA
             NRC - Incremental Charge - Manual Service Order - Add'l                                               SOMAN   NA
             NRC - Incremental Charge - Manual Service Order - Disconnect                                          SOMAN   NA
             NRC-All Existing Combination "Switch As Is" Conversion Charge (Note 6)
             NRC-DS1 COMBINATION - "Switch As Is" Conversion Charge - 1st                                          UNCCC   $32.75
             NRC-DS1 COMBINATION - "Switch As Is" Conversion Charge - Add'l                                        UNCCC   $32.75
             NRC- DS1 COMBINATION - "Switch As Is" Conversion Charge - Disconnect - 1st                            UNCCC   $16.77
             NRC- DS1 COMBINATION - "Switch As Is" Conversion Charge - Disconnect - Add'l                          UNCCC   $16.77

             DS3 Local Loop

             per mile per month                                                                                    1L5ND   $11.77
             facitility termination per month                                                                      UE3PX   $404.58
             NRC - Ordinarily Combined in GA (Note 5)
                       NRC -  Facility Termination - 1st                                                           UE3PX   NA
                       NRC -  Facility Termination - Add'l                                                         UE3PX   NA
                       NRC -  Facility Termination - Disconnect - 1st                                              UE3PX   NA
                       NRC -  Facility Termination - Disconnect - Add'l                                            UE3PX   NA
                       NRC - Manual Svc Order, per LSR                                                             SOMAN   NA
                       NRC - Manual Svc Order, per LSR disconnect                                                  SOMAN   NA
                       NRC - Electronic Svc Order, per LSR                                                         SOMEC   NA
                       NRC - Electronic Svc Order, per LSR disconnect                                              SOMEC   NA
                       NRC -  Incremental Charge--Manual Svc Order - 1st                                           SOMAN   NA
                       NRC -  Incremental Charge--Manual Svc Order - Add'l                                         SOMAN   NA
                       NRC -  Incremental Cost  - Manual Svc. Order vs. Elect-Disconnect-1st                       SOMAN   NA
                       NRC -  Incremental Cost  - Manual Svc. Order vs. Elect-Disconnect-Add'l                     SOMAN   NA
             NRC-All Existing Combination "Switch As Is" Conversion Charge (Note 6)
             NRC-DS3 COMBINATION - "Switch As Is" Conversion Charge - 1st                                          UNCCC   $32.75
             NRC-DS3 COMBINATION - "Switch As Is" Conversion Charge - Add'l                                        UNCCC   $32.75
             NRC- DS3 COMBINATION - "Switch As Is" Conversion Charge - Disconnect - 1st                            UNCCC   $16.77
             NRC- DS3 COMBINATION - "Switch As Is" Conversion Charge - Disconnect - Add'l                          UNCCC   $16.77
             STS-1 Local Loop
             per mile per month                                                                                    1L5ND   $11.77
             facitility termination per month                                                                      UDLS1   $446.09
             NRC - Ordinarily Combined in GA (Note 5)
                       NRC - STS-1 - Facility Termination - 1st                                                    UDLS1   NA
                       NRC - STS-1 - Facility Termination - Add'l                                                  UDLS1   NA
                       NRC - STS-1 - Facility Termination - Disconnect - 1st                                       UDLS1   NA
                       NRC - STS-1 - Facility Termination - Disconnect - Add'l                                     UDLS1   NA
                       NRC - Manual Svc Order, per LSR                                                             SOMAN   NA
                       NRC - Manual Svc Order, per LSR disconnect                                                  SOMAN   NA
                       NRC - Electronic Svc Order, per LSR                                                         SOMEC   NA
                       NRC - Electronic Svc Order, per LSR disconnect                                              SOMEC   NA
                       NRC - STS-1 - Incremental Charge--Manual Svc Order - 1st                                    SOMAN   NA
                       NRC - STS-1 - Incremental Charge--Manual Svc Order - Add'l                                  SOMAN   NA
                       NRC - STS-1 - Incremental Cost  - Manual Svc. Order vs. Elect-Disconnect-1st                SOMAN   NA
                       NRC - STS-1 - Incremental Cost  - Manual Svc. Order vs. Elect-Disconnect-Add'l              SOMAN   NA
             NRC-All Existing Combination "Switch As Is" Conversion Charge (Note 6)
             NRC-STS-1 COMBINATION - "Switch As Is" Conversion Charge - 1st                                        UNCCC   $32.75
             NRC-STS-1 COMBINATION - "Switch As Is" Conversion Charge - Add'l                                      UNCCC   $32.75
             NRC- STS-1 COMBINATION - "Switch As Is" Conversion Charge - Disconnect - 1st                          UNCCC   $16.77
             NRC- STS-1 COMBINATION - "Switch As Is" Conversion Charge - Disconnect - Add'l                        UNCCC   $16.77

             OC-3 Local Loop

             per mile per month                                                                                    1L5ND   $8.93
             facility termiantion per month                                                                                $648.60
             NRC - Ordinarily Combined in GA (Note 5)
                       NRC - OC3 - Facility Termination - 1st                                                              NA
                       NRC - OC3 - Facility Termination - Add'l                                                            NA
                       NRC - OC3 - Facility Termination - Disconnect - 1st                                                 NA
                       NRC - OC3 - Facility Termination - Disconnect - Add'l                                               NA
                       NRC - Electronic Svc Order, per LSR                                                         SOMEC   NA
                       NRC - OC3 - Incremental Charge--Manual Svc Order - 1st                                      SOMAN   NA
                       NRC - OC3 - Incremental Charge--Manual Svc Order - Add'l                                    SOMAN   NA
                       NRC - OC3 -Incremental Cost - Manual Svc. Order vs. Elect-Disconnect-1st                    SOMAN   NA
                       NRC - OC3 -Incremental Cost - Manual Svc. Order vs. Elect-Disconnect-Add'l                  SOMAN   NA
             NRC-All Existing Combination "Switch As Is" Conversion Charge (Note 6)
             NRC-OC-3 COMBINATION - "Switch As Is" Conversion Charge - 1st                                         UNCCC   $32.75
             NRC-OC-3 COMBINATION - "Switch As Is" Conversion Charge - Add'l                                       UNCCC   $32.75
             NRC- OC-3 COMBINATION - "Switch As Is" Conversion Charge - Disconnect - 1st                           UNCCC   $16.77
             NRC- OC-3 COMBINATION - "Switch As Is" Conversion Charge - Disconnect - Add'l                         UNCCC   $16.77
</TABLE>
<PAGE>

<TABLE>
<CAPTION>

                                                                   Attachment 11
                                                                         Table 1
                                                                Rates - 48 of 65

                          BELLSOUTH/ITC-DELTACOM RATES
                                NETWORK ELEMENTS
                               AND OTHER SERVICES
------------------------------------------------------------------------------------------------------------------------------------
<S>     <C>                                                                           <C>               <C>
             New EEL rates are the sum of the individual UNE network elements (interoffice transport and loop
             [channelization if applicable]

             OC-12 Local Loop

             per mile per month                                                                                    1L5ND   $11.18
             facility termination per month                                                                                $2,068
             NRC - Ordinarily Combined in GA (Note 5)
                       NRC - OC12 - Facility Termination - 1st                                                             NA
                       NRC - OC12 - Facility Termination - Add'l                                                           NA
                       NRC - OC12 - Facility Termination - Disconnect - 1st                                                NA
                       NRC - OC12 - Facility Termination - Disconnect - Add'l                                              NA
                       NRC - Electronic Svc Order, per LSR                                                         SOMEC   NA
                       NRC -OC12 - Incremental Charge - Manual Svc Order - 1st                                     SOMAN   NA
                       NRC - OC12 - Incremental Charge - Manual Svc Order - Add'l                                  SOMAN   NA
                      NRC - OC12 - Incremental Cost-Manual Svc. Order vs. Elect-Disconnect-1st                     SOMAN   NA
                      NRC - OC12 - Incremental Cost-Manual Svc. Order vs. Elect-Disconnect-Add'l                   SOMAN   NA
             NRC-All Existing Combination "Switch As Is" Conversion Charge (Note 6)
             NRC-OC-12 COMBINATION - "Switch As Is" Conversion Charge - 1st                                        UNCCC   $32.75
             NRC-OC-12 COMBINATION - "Switch As Is" Conversion Charge - Add'l                                      UNCCC   $32.75
             NRC- OC-12 COMBINATION - "Switch As Is" Conversion Charge - Disconnect - 1st                          UNCCC   $16.77
             NRC- OC-12 COMBINATION - "Switch As Is" Conversion Charge - Disconnect - Add'l                        UNCCC   $16.77

             OC-48 Local Loop

             per mile per month                                                                                    1L5ND   $36.67
             facility termination per month                                                                                $1,699
             OC-12 Interface on OC-48 Loop per month                                                                       $592.09
             NRC - Ordinarily Combined in GA (Note 5)
                       NRC - OC48 - Facility Termination - 1st                                                             NA
                       NRC - OC48 - Facility Termination - Add'l                                                           NA
                       NRC - OC48 - Interface OC12 on OC48 - 1st                                                           NA
                       NRC - OC48 - Interface OC12 on OC48 - Add'l                                                         NA
                      NRC - OC48 - Facility Termination - Disconnect - 1st                                                 NA
                      NRC - OC48 - Facility Termination - Disconnect - Add'l                                               NA
                       NRC - OC48- Interface OC12 on OC48 - Disconnect - 1st                                               NA
                      NRC - OC48 - Interface OC12 on OC48 - Disconnect - Add'l                                             NA
                       NRC - Electronic Svc Order, per LSR                                                         SOMEC   NA
                      NRC - OC48 - Facility Termination-Manual Svc Order vs Electronic-Disconnect-1st              SOMAN   NA
                      NRC - OC48 - Facility Termination-Manual Svc Order vs Electronic-Disconnect-Add'l            SOMAN   NA
                      NRC - OC48 - Interface - Manual Svc Order vs Electronic-Disconnect-1st                       SOMAN   NA
                      NRC - OC48 - Interface - Manual Svc Order vs Electronic-Disconnect-Add'l                     SOMAN   NA
                      NRC - OC-48 -  Incremental Charge--Manual Svc Order-1st                                      SOMAN   NA
                      NRC - OC-48 -  Incremental Charge--Manual Svc Order-Add'l                                    SOMAN   NA
                      NRC - OC48 - Interface OC12 on OC48 - Incremental Charge--Manual Svc Order-1st               SOMAN   NA
                      NRC - OC48 - Interface OC12 on OC48 - Incremental Charge--Manual Svc Order-Add'l             SOMAN   NA
             NRC-All Existing Combination "Switch As Is" Conversion Charge (Note 6)
             NRC-OC-48 COMBINATION - "Switch As Is" Conversion Charge - 1st                                        UNCCC   $32.75
             NRC-OC-48 COMBINATION - "Switch As Is" Conversion Charge - Add'l                                      UNCCC   $32.75
             NRC- OC-48 COMBINATION - "Switch As Is" Conversion Charge - Disconnect - 1st                          UNCCC   $16.77
             NRC- OC-48 COMBINATION - "Switch As Is" Conversion Charge - Disconnect - Add'l                        UNCCC   $16.77

             Local Channels:
             Local Channel - Dedicated - 2-Wire VG

             Monthly Recurring per month                                                                           ULDV2   $29.33
             Monthly Recurring per mile per month                                                                  1L5NC   $0.00
             NRC - Ordinarily Combined in GA (Note 5)
             NRC - 2-wire VG Local Channel - 1st                                                                   ULDV2   NA
             NRC - 2-wire VG Local Channel -Add'l                                                                  ULDV2   NA
             NRC - Electronic Svc Order, per LSR                                                                   SOMEC   NA
             NRC -  2-Wire VG - Incremental Charge--Manual Svc Order - 1st                                         SOMAN   NA
             NRC -  2-Wire VG - Incremental Charge--Manual Svc Order - Add'l                                       SOMAN   NA
             NRC -  2-Wire VG - Incremental Charge--Manual Svc Order - Disconnect - 1st                            SOMAN   NA
             NRC -  2-Wire VG - Incremental Charge--Manual Svc Order - Disconnect - Add'l                          SOMAN   NA
             NRC-All Existing Combination "Switch As Is" Conversion Charge (Note 6)
             NRC-2/4-WIRE COMBINATION - "Switch As Is" Conversion Charge - 1st                                     UNCCC   $32.75
             NRC-2/4-WIRE COMBINATION - "Switch As Is" Conversion Charge - Add'l                                   UNCCC   $32.75
             NRC- 2/4-WIRE COMBINATION - "Switch As Is" Conversion Charge - Disconnect - 1st                       UNCCC   $16.77
             NRC- 2/4-WIRE COMBINATION - "Switch As Is" Conversion Charge - Disconnect - Add'l                     UNCCC   $16.77

             Local Channel - Dedicated - 2-Wire VG - Rev Bat

             Monthly Recurring per month                                                                           ULDR2   $26.31
             Monthly Recurring per mile per month                                                                  1L5NC   $0.00
             NRC - Ordinarily Combined in GA (Note 5)
             NRC - 2-wire VG Local Channel - 1st                                                                   ULDR2   NA
             NRC - 2-wire VG Local Channel -Add'l                                                                  ULDR2   NA
             NRC - Electronic Svc Order, per LSR                                                                   SOMEC   NA
             NRC -  2-Wire VG - Incremental Charge--Manual Svc Order - 1st                                         SOMAN   NA
             NRC -  2-Wire VG - Incremental Charge--Manual Svc Order - Add'l                                       SOMAN   NA
             NRC -  2-Wire VG - Incremental Charge--Manual Svc Order - Disconnect - 1st                            SOMAN   NA
             NRC -  2-Wire VG - Incremental Charge--Manual Svc Order - Disconnect - Add'l                          SOMAN   NA
             NRC-All Existing Combination "Switch As Is" Conversion Charge (Note 6)
             NRC-2/4-WIRE COMBINATION - "Switch As Is" Conversion Charge - 1st                                     UNCCC   $32.75
</TABLE>
<PAGE>

<TABLE>
<CAPTION>

                                                                   Attachment 11
                                                                         Table 1
                                                                Rates - 49 of 65

                          BELLSOUTH/ITC-DELTACOM RATES
                                NETWORK ELEMENTS
                               AND OTHER SERVICES
------------------------------------------------------------------------------------------------------------------------------------
<S>     <C>                                                                           <C>               <C>
             New EEL rates are the sum of the individual UNE network elements (interoffice transport and loop
             [channelization if applicable]
             NRC-2/4-WIRE COMBINATION - "Switch As Is" Conversion Charge - Add'l                                   UNCCC   $32.75
             NRC- 2/4-WIRE COMBINATION - "Switch As Is" Conversion Charge - Disconnect - 1st                       UNCCC   $16.77
             NRC- 2/4-WIRE COMBINATION - "Switch As Is" Conversion Charge - Disconnect - Add'l                     UNCCC   $16.77

             Local Channel - Dedicated - 4-Wire VG

             Monthly Recurring per month                                                                           ULDV4   $30.50
             Monthly Recurring per mile per month                                                                  1L5NC   $0.00
             NRC - Ordinarily Combined in GA (Note 5)
             NRC-4-wire VG Local Channel  - 1st                                                                    ULDV4   NA
             NRC-4-wire VG Local Channel  - Add'l                                                                  ULDV4   NA
             NRC - Electronic Svc Order, per LSR                                                                   SOMEC   NA
             NRC -  4-Wire VG Local Channel - Incremental Charge--Manual Svc Order - 1st                           SOMAN   NA
             NRC -  4-Wire VG Local Channel - Incremental Charge--Manual Svc Order - Add'l                         SOMAN   NA
             NRC -  4-Wire VG Local Channel - Incremental Charge--Manual Svc Order - Disconnect - 1st              SOMAN   NA
             NRC -  4-Wire VG Local Channel - Incremental Charge--Manual Svc Order - Disconnect - Add'l            SOMAN   NA
             NRC-All Existing Combination "Switch As Is" Conversion Charge (Note 6)
             NRC-2/4-WIRE COMBINATION - "Switch As Is" Conversion Charge - 1st                                     UNCCC   $32.75
             NRC-2/4-WIRE COMBINATION - "Switch As Is" Conversion Charge - Add'l                                   UNCCC   $32.75
             NRC- 2/4-WIRE COMBINATION - "Switch As Is" Conversion Charge - Disconnect - 1st                       UNCCC   $16.77
             NRC- 2/4-WIRE COMBINATION - "Switch As Is" Conversion Charge - Disconnect - Add'l                     UNCCC   $16.77

             Local Channel - Dedicated - DS1
             DS1  Monthly Recurring per month                                                                      ULDF1   $43.53
             Monthly Recurring per mile per month                                                                  1L5NC   $0.00
             NRC - Ordinarily Combined in GA (Note 5)
             NRC - DS1 Local Channel - 1st                                                                         ULDF1   NA
             NRC - DS1 Local Channel - Add'l                                                                       ULDF1   NA
             NRC - Electronic Svc Order, per LSR                                                                   SOMEC   NA
             NRC - DS1 Local Channel - Incremental Charge--Manual Svc Order - 1st                                  SOMAN   NA
             NRC - DS1 Local Channel - Incremental Charge--Manual Svc Order - Add'l                                SOMAN   NA
             NRC - DS1 Local Channel - Incremental Charge--Manual Svc Order - Disconnect - 1st                     SOMAN   NA
             NRC - DS1 Local Channel - Incremental Charge--Manual Svc Order - Disconnec - Add'l                    SOMAN   NA
             NRC-All Existing Combination "Switch As Is" Conversion Charge (Note 6)
             NRC-DS1 COMBINATION - "Switch As Is" Conversion Charge - 1st                                          UNCCC   $32.75
             NRC-DS1 COMBINATION - "Switch As Is" Conversion Charge - Add'l                                        UNCCC   $32.75
             NRC- DS1 COMBINATION - "Switch As Is" Conversion Charge - Disconnect - 1st                            UNCCC   $16.77
             NRC- DS1 COMBINATION - "Switch As Is" Conversion Charge - Disconnect - Add'l                          UNCCC   $16.77

             Local Channel - Dedicated - DS3                                                                       USOC    FL
             DS3 Local Channel - per mile per month                                                                1L5NC   $9.32
             DS3 Local Channel - Facility Termination per month                                                    ULDF3   $556.27
             NRC - Ordinarily Combined in GA (Note 5)
             NRC - DS3 Local Channel Facility Termination - 1st                                                    ULDF3   NA
             NRC - DS3 Local Channel - Facility Termination - Add'l                                                ULDF3   NA
             NRC - Electronic Svc Order, per LSR                                                                   SOMEC   NA
             NRC - DS3 Local Channel - Incremental Charge--Manual Svc Order - 1st                                  SOMAN   NA
             NRC - DS3 Local Channel - Incremental Charge--Manual Svc Order - Add'l                                SOMAN   NA
             NRC - DS3 Local Channel - Incremental Charge--Manual Svc Order - Disconnect - 1st                     SOMAN   NA
             NRC - DS3 Local Channel - Incremental Charge--Manual Svc Order - Disconnec - Add'l                    SOMAN   NA
             NRC-All Existing Combination "Switch As Is" Conversion Charge (Note 6)
             NRC-DS3 COMBINATION - "Switch As Is" Conversion Charge - 1st                                          UNCCC   $32.75
             NRC-DS3 COMBINATION - "Switch As Is" Conversion Charge - der - 1st                                    SOMAN   NA
             NRC - STS-1 Local Channel - Incremental Charge--Manual Svc Order - Add'l                              SOMAN   NA
             NRC - STS-1 Local Channel - Incremental Charge--Manual Svc Order - Disconnect - 1st                   SOMAN   NA
             NRC - STS-1 Local Channel - Incremental Charge--Manual Svc Order - Disconnec - Add'l                  SOMAN   NA
             NRC-All Existing Combination "Switch As Is" Conversion Charge (Note 6)
             NRC-STS-1 COMBINATION - "Switch As Is" Conversion Charge - 1st                                        UNCCC   $32.75
             NRC-STS-1 COMBINATION - "Switch As Is" Conversion Charge - Add'l                                      UNCCC   $32.75
             NRC- STS-1 COMBINATION - "Switch As Is" Conversion Charge - Disconnect - 1st                          UNCCC   $16.77
             NRC- STS-1 COMBINATION - "Switch As Is" Conversion Charge - Disconnect - Add'l                        UNCCC   $16.77

             Local Channel - OC3
             Local Channel - OC3 - per Mile                                                                        1L5NC   $7.83
             Local Channel - OC3 - per Facility Termination                                                        TBA     $940.35
             NRC - Ordinarily Combined in GA (Note 5)
             NRC - OC3 - Facility Termination - 1st                                                                TBA     NA
             NRC - OC3 - Facility Termination - Add'l                                                              TBA     NA
</TABLE>
<PAGE>

<TABLE>
<CAPTION>

                                                                   Attachment 11
                                                                         Table 1
                                                                Rates - 50 of 65

                          BELLSOUTH/ITC-DELTACOM RATES
                                NETWORK ELEMENTS
                               AND OTHER SERVICES
------------------------------------------------------------------------------------------------------------------------------------
<S>     <C>                                                                           <C>               <C>
             New EEL rates are the sum of the individual UNE network elements (interoffice transport and loop
             [channelization if applicable]

             NRC - OC3 - Facility Termination - Disconnect - 1st                                                   TBA     NA
             NRC - OC3 - Facility Termination - Disconnect - Add'l                                                 TBA     NA
             NRC - Electronic Svc Order, per LSR                                                                   SOMEC   NA
             NRC - OC3 - Incremental Charge--Manual Svc Order - 1st                                                SOMAN   NA
             NRC - OC3 - Incremental Charge--Manual Svc Order - Add'l                                              SOMAN   NA
             NRC - OC3 -Incremental Cost - Manual Svc. Order vs. Elect-Disconnect-1st                              SOMAN   NA
             NRC - OC3 -Incremental Cost - Manual Svc. Order vs. Elect-Disconnect-Add'l                            SOMAN   NA
             NRC-All Existing Combination "Switch As Is" Conversion Charge (Note 6)
             NRC-OC-3 COMBINATION - "Switch As Is" Conversion Charge - 1st                                         UNCCC   $32.75
             NRC-OC-3 COMBINATION - "Switch As Is" Conversion Charge - Add'l                                       UNCCC   $32.75
             NRC- OC-3 COMBINATION - "Switch As Is" Conversion Charge - Disconnect - 1st                           UNCCC   $16.77
             NRC- OC-3 COMBINATION - "Switch As Is" Conversion Charge - Disconnect - Add'l                         UNCCC   $16.77

             Local Channel - OC12                                                                                  USOC    FL
             Local Channel - OC12 - per Mile                                                                       1L5NC   $11.18
             Local Channel - OC12 - per Facility Termination                                                       TBA     $2,753
             NRC - Ordinarily Combined in GA (Note 5)
             NRC - OC12 - Facility Termination - 1st                                                               TBA     NA
             NRC - OC12 - Facility Termination - Add'l                                                             TBA     NA
             NRC - OC12 - Facility Termination - Disconnect - 1st                                                  TBA     NA
             NRC - OC12 - Facility Termination - Disconnect - Add'l                                                TBA     NA
             NRC - Electronic Svc Order, per LSR                                                                   SOMEC   NA
             NRC - OC12 - Incremental Charge - Manual Svc Order - 1st                                              SOMAN   NA
             NRC - OC12 - Incremental Charge - Manual Svc Order - Add'l                                            SOMAN   NA
             NRC - OC12 - Incremental Cost-Manual Svc. Order vs. Elect-Disconnect-1st                              SOMAN   NA
             NRC - OC12 - Incremental Cost-Manual Svc. Order vs. Elect-Disconnect-Add'l                            SOMAN   NA
             NRC-All Existing Combination "Switch As Is" Conversion Charge (Note 6)
             NRC-OC-12 COMBINATION - "Switch As Is" Conversion Charge - 1st                                        UNCCC   $32.75
             NRC-OC-12 COMBINATION - "Switch As Is" Conversion Charge - Add'l                                      UNCCC   $32.75
             NRC- OC-12 COMBINATION - "Switch As Is" Conversion Charge - Disconnect - 1st                          UNCCC   $16.77
             NRC- OC-12 COMBINATION - "Switch As Is" Conversion Charge - Disconnect - Add'l                        UNCCC   $16.77

             Local Channel - OC48                                                                                  USOC    FL
             Local Channel - OC48 - per Mile                                                                       1L5NC   $36.67
             Local Channel - OC48 - per Facility Termination                                                       TBA     $1,944
             Local Channel - OC12 interface on OC48 Facility                                                       TBA     $586.28
             NRC - Ordinarily Combined in GA (Note 5)
             NRC - OC48 - Facility Termination - 1st                                                               TBA     NA
             NRC - OC48 - Facility Termination - Add'l                                                             TBA     NA
             NRC - OC48 - Interface OC12 on OC48 - 1st                                                             TBA     NA
             NRC - OC48 - Interface OC12 on OC48 - Add'l                                                           TBA     NA
             NRC - OC48 - Facility Termination - Disconnect - 1st                                                  TBA     NA
             NRC - OC48 - Facility Termination - Disconnect - Add'l                                                TBA     NA
             NRC - OC48- Interface OC12 on OC48 - Disconnect - 1st                                                 TBA     NA
             NRC - OC48 - Interface OC12 on OC48 - Disconnect - Add'l                                              TBA     NA
             NRC - Electronic Svc Order, per LSR                                                                   SOMEC   NA
             NRC - OC48 - Facility Termination-Manual Svc Order vs Electronic-Disconnect-1st                       SOMAN   NA
             NRC - OC48 - Facility Termination-Manual Svc Order vs Electronic-Disconnect-Add'l                     SOMAN   NA
             NRC - OC48 - Interface - Manual Svc Order vs Electronic-Disconnect-1st                                SOMAN   NA
             NRC - OC48 - Interface - Manual Svc Order vs Electronic-Disconnect-Add'l                              SOMAN   NA
             NRC - OC-48 -  Incremental Charge--Manual Svc Order-1st                                               SOMAN   NA
             NRC - OC-48 -  Incremental Charge--Manual Svc Order-Add'l                                             SOMAN   NA
             NRC - OC48 - Interface OC12 on OC48 - Incremental Charge--Manual Svc Order-1st                        SOMAN   NA
             NRC - OC48 - Interface OC12 on OC48 - Incremental Charge--Manual Svc Order-Add'l                      SOMAN   NA
             NRC-All Existing Combination "Switch As Is" Conversion Charge (Note 6)
             NRC-OC-48 COMBINATION - "Switch As Is" Conversion Charge - 1st                                        UNCCC   $32.75
             NRC-OC-48 COMBINATION - "Switch As Is" Conversion Charge - Add'l                                      UNCCC   $32.75
             NRC- OC-48 COMBINATION - "Switch As Is" Conversion Charge - Disconnect - 1st                          UNCCC   $16.77
             NRC- OC-48 COMBINATION - "Switch As Is" Conversion Charge - Disconnect - Add'l                        UNCCC   $16.77

             Interoffice Channels:
             Interoffice Channel - Dedicated - 2-wire VG

             Interoffice Channel - Dedicated  2-wire VG - per mile per month                                      1L5XX   $0.0100
             Interoffice Channel - Dedicated  2-wire VG - Facility Termination per month                          U1TV2   $26.72
             NRC - Ordinarily Combined in GA (Note 5)
             NRC - 2-wire VG Interoffice Channel - Facility Termination - 1st                                      U1TV2   NA
             NRC - 2-wire VG Interoffice Channel - Facility Termination - Add'l                                    U1TV2   NA
             NRC - Electronic Svc Order, per LSR                                                                   SOMEC   NA
             NRC - 2-wire VG Interoffice Channel - Incremental Charge--Manual Svc Order - 1st                      SOMAN   NA
             NRC - 2-wire VG Interoffice Channel - Incremental Charge--Manual Svc Order - Add'l                    SOMAN   NA
             NRC - 2-wire VG Interoffice Channel - Incremental Charge--Manual Svc Order - Disconnect - 1st         SOMAN   NA
             NRC - 2-wire VG Interoffice Channel - Incremental Charge--Manual Svc Order - Disconnec - Add'l        SOMAN   NA
             NRC-All Existing Combination "Switch As Is" Conversion Charge (Note 6)
             NRC-2/4-WIRE COMBINATION - "Switch As Is" Conversion Charge - 1st                                     UNCCC   $32.75
             NRC-2/4-WIRE COMBINATION - "Switch As Is" Conversion Charge - Add'l                                   UNCCC   $32.75
             NRC- 2/4-WIRE COMBINATION - "Switch As Is" Conversion Charge - Disconnect - 1st                       UNCCC   $16.77
             NRC- 2/4-WIRE COMBINATION - "Switch As Is" Conversion Charge - Disconnect - Add'l                     UNCCC   $16.77
</TABLE>
<PAGE>

<TABLE>
<CAPTION>

                                                                   Attachment 11
                                                                         Table 1
                                                                Rates - 51 of 65

                          BELLSOUTH/ITC-DELTACOM RATES
                                NETWORK ELEMENTS
                               AND OTHER SERVICES
------------------------------------------------------------------------------------------------------------------------------------
<S>     <C>                                                                           <C>               <C>
             New EEL rates are the sum of the individual UNE network elements (interoffice transport and loop
             [channelization if applicable]

             Interoffice Channel - Dedicated - 4-wire VG

             Interoffice Channel - Dedicated  4-wire VG - per mile per month                                       1L5XX   $0.0100
             Interoffice Channel - Dedicated  4-wire VG - Facility Termination per month                           U1TV4   $23.82
             NRC - Ordinarily Combined in GA (Note 5)
             NRC - 4-wire VG Interoffice Channel - Facility Termination - 1st                                      U1TV4   NA
             NRC - 4-wire VG Interoffice Channel - Facility Termination - Add'l                                    U1TV4   NA
             NRC - Electronic Svc Order, per LSR                                                                   SOMEC   NA
             NRC - 4-wire VG Interoffice Channel - Incremental Charge--Manual Svc Order - 1st                      SOMAN   NA
             NRC - 4-wire VG Interoffice Channel - Incremental Charge--Manual Svc Order - Add'l                    SOMAN   NA
             NRC - 4-wire VG Interoffice Channel - Incremental Charge--Manual Svc Order - Disconnect - 1st         SOMAN   NA
             NRC - 4-wire VG Interoffice Channel - Incremental Charge--Manual Svc Order - Disconnec - Add'l        SOMAN   NA
             NRC-All Existing Combination "Switch As Is" Conversion Charge (Note 6)
             NRC-2/4-WIRE COMBINATION - "Switch As Is" Conversion Charge - 1st                                     UNCCC   $32.75
             NRC-2/4-WIRE COMBINATION - "Switch As Is" Conversion Charge - Add'l                                   UNCCC   $32.75
             NRC- 2/4-WIRE COMBINATION - "Switch As Is" Conversion Charge - Disconnect - 1st                       UNCCC   $16.77
             NRC- 2/4-WIRE COMBINATION - "Switch As Is" Conversion Charge - Disconnect - Add'l                     UNCCC   $16.77

              Interoffice Channel - Dedicated - DS0 - 56kbps

               Interoffice Channel - Dedicated - DS0 - 56kbps - per mile per month                                 1L5XX   $0.0100
               Interoffice Channel - Dedicated - DS0 - 56 kbps - Facility Termination per month                    U1TD5   $19.46
             NRC - Ordinarily Combined in GA (Note 5)
             NRC - 4-wire 56kbps Interoffice Channel - Facility Termination - 1st                                  U1TD5   NA
             NRC - 4-wire 56 kbps Interoffice Channel - Facility Termination - Add'l                               U1TD5   NA
             NRC - Electronic Svc Order, per LSR                                                                   SOMEC   NA
             NRC - 4-wire 56 kbps Interoffice Channel - Incremental Charge--Manual Svc Order - 1st                 SOMAN   NA
             NRC - 4-wire 56 kbps Interoffice Channel - Incremental Charge--Manual Svc Order - Add'l               SOMAN   NA
             NRC - 4-wire 56 kbps Interoffice Channel - Incremental Charge--Manual Svc Order - Disconnect - 1st    SOMAN   NA
             NRC - 4-wire 56 kbps Interoffice Channel - Incremental Charge--Manual Svc Order - Disconnec - Add'l   SOMAN   NA
             NRC-All Existing Combination "Switch As Is" Conversion Charge (Note 6)
             NRC-2/4-WIRE COMBINATION - "Switch As Is" Conversion Charge - 1st                                     UNCCC   $32.75
             NRC-2/4-WIRE COMBINATION - "Switch As Is" Conversion Charge - Add'l                                   UNCCC   $32.75
             NRC- 2/4-WIRE COMBINATION - "Switch As Is" Conversion Charge - Disconnect - 1st                       UNCCC   $16.77
             NRC- 2/4-WIRE COMBINATION - "Switch As Is" Conversion Charge - Disconnect - Add'l                     UNCCC   $16.77

              Interoffice Channel - Dedicated - DS0 - 64kbps

             Interoffice Channel - Dedicated - DS0 - 64kbps - per mile per month                                   1L5XX   $0.0100
             Interoffice Channel - Dedicated - DS0 - 64 kbps - Facility Termination per month                      U1TD6   $19.46
             NRC - Ordinarily Combined in GA (Note 5)
             NRC - 4-wire 64kbps Interoffice Channel - Facility Termination - 1st                                  U1TD6   NA
             NRC - 4-wire 64 kbps Interoffice Channel - Facility Termination - Add'l                               U1TD6   NA
             NRC - Electronic Svc Order, per LSR                                                                   SOMEC   NA
             NRC - 4-wire 64 kbps Interoffice Channel - Incremental Charge--Manual Svc Order - 1st                 SOMAN   NA
             NRC - 4-wire 64 kbps Interoffice Channel - Incremental Charge--Manual Svc Order - Add'l               SOMAN   NA
             NRC - 4-wire 64 kbps Interoffice Channel - Incremental Charge--Manual Svc Order - Disconnect - 1st    SOMAN   NA
             NRC - 4-wire 64 kbps Interoffice Channel - Incremental Charge--Manual Svc Order - Disconnec - Add'l   SOMAN   NA
             NRC-All Existing Combination "Switch As Is" Conversion Charge (Note 6)
             NRC-2/4-WIRE COMBINATION - "Switch As Is" Conversion Charge - 1st                                     UNCCC   $32.75
             NRC-2/4-WIRE COMBINATION - "Switch As Is" Conversion Charge - Add'l                                   UNCCC   $32.75
             NRC- 2/4-WIRE COMBINATION - "Switch As Is" Conversion Charge - Disconnect - 1st                       UNCCC   $16.77
             NRC- 2/4-WIRE COMBINATION - "Switch As Is" Conversion Charge - Disconnect - Add'l                     UNCCC   $16.77

             Interoffice Channel - Dedicated - DS1
             Interoffice Channel - Dedicated - DS1 - per mile per month                                            1L5XX   $0.6013
             Interoffice Channel - Dedicated - DS1 - Facility Termination per month                                U1TF1   $99.79
             NRC - Ordinarily Combined in GA (Note 5)
             NRC - DS1 Interoffice Channel - Facility Termination - 1st                                            U1TF1   NA
             NRC - DS1 Interoffice Channel - Facility Termination - Add'l                                          U1TF1   NA
             NRC - Electronic Svc Order, per LSR                                                                   SOMEC   NA
             NRC - DS1 Interoffice Channel - Incremental Charge--Manual Svc Order - 1st                            SOMAN   NA
             NRC - DS1 Interoffice Channel - Incremental Charge--Manual Svc Order - Add'l                          SOMAN   NA
             NRC - DS1 Interoffice Channel - Incremental Charge--Manual Svc Order - Disconnect - 1st               SOMAN   NA
             NRC - DS1 Interoffice Channel - Incremental Charge--Manual Svc Order - Disconnec - Add'l              SOMAN   NA
             NRC-All Existing Combination "Switch As Is" Conversion Charge (Note 6)
             NRC-DS1 COMBINATION - "Switch As Is" Conversion Charge - 1st                                          UNCCC   $32.75
             NRC-DS1 COMBINATION - "Switch As Is" Conversion Charge - Add'l                                        UNCCC   $32.75
             NRC- DS1 COMBINATION - "Switch As Is" Conversion Charge - Disconnect - 1st                            UNCCC   $16.77
             NRC- DS1 COMBINATION - "Switch As Is" Conversion Charge - Disconnect - Add'l                          UNCCC   $16.77

             Interoffice Channel - Dedicated - DS3 - per mile per month
             Interoffice Channel - Dedicated - DS3 - per mile per month                                            1L5XX   $4.25
             Interoffice Channel - Dedicated - DS3 - Facility Termination per month                                U1TF3   $1,130
             NRC - Ordinarily Combined in GA (Note 5)
             NRC - DS3 Interoffice Channel - Facility Termination - 1st                                            U1TF3   NA
             NRC - DS3 Interoffice Channel - Facility Termination - Add'l                                          U1TF3   NA
             NRC - Electronic Svc Order, per LSR                                                                   SOMEC   NA
             NRC - DS3 Interoffice Channel - Incremental Charge--Manual Svc Order - 1st                            SOMAN   NA
             NRC - DS3 Interoffice Channel - Incremental Charge--Manual Svc Order - Add'l                          SOMAN   NA
             NRC - DS3 Interoffice Channel - Incremental Charge--Manual Svc Order - Disconnect - 1st               SOMAN   NA
</TABLE>
<PAGE>

<TABLE>
<CAPTION>

                                                                   Attachment 11
                                                                         Table 1
                                                                Rates - 52 of 65

                          BELLSOUTH/ITC-DELTACOM RATES
                                NETWORK ELEMENTS
                               AND OTHER SERVICES
------------------------------------------------------------------------------------------------------------------------------------
<S>     <C>                                                                           <C>               <C>

             New EEL rates are the sum of the individual UNE network elements
             (interoffice transport and loop [channelization if applicable]

             NRC - DS3 Interoffice Channel - Incremental Charge--Manual Svc Order - Disconnect - Add'l             SOMAN   NA
             NRC-All Existing Combination "Switch As Is" Conversion Charge (Note 6)
             NRC-DS3 COMBINATION - "Switch As Is" Conversion Charge - 1st                                          UNCCC   $32.75
             NRC-DS3 COMBINATION - "Switch As Is" Conversion Charge - Add'l                                        UNCCC   $32.75
             NRC- DS3 COMBINATION - "Switch As Is" Conversion Charge - Disconnect - 1st                            UNCCC   $16.77
             NRC- DS3 COMBINATION - "Switch As Is" Conversion Charge - Disconnect - Add'l                          UNCCC   $16.77

             Interoffice Channel - Dedicated - STS-1
             Interoffice Channel - Dedicated - STS-1 - per mile per month                                          1L5XX   $9.32
             Interoffice Channel - Dedicated - STS-1 - Facility Termination per month                              U1TFS   $569.67
             NRC - Ordinarily Combined in GA (Note 5)
             NRC - STS-1 Interoffice Channel - Facility Termination - 1st                                          U1TFS   NA
             NRC - STS-1 Interoffice Channel - Facility Termination - Add'l                                        U1TFS   NA
             NRC - Electronic Svc Order, per LSR                                                                   SOMEC   NA
             NRC - STS-1 Interoffice Channel - Incremental Charge--Manual Svc Order - 1st                          SOMAN   NA
             NRC - STS-1 Interoffice Channel - Incremental Charge--Manual Svc Order - Add'l                        SOMAN   NA
             NRC - STS-1 Interoffice Channel - Incremental Charge--Manual Svc Order - Disconnect - 1st             SOMAN   NA
             NRC - STS-1 Interoffice Channel - Incremental Charge--Manual Svc Order - Disconnect - Add'l           SOMAN   NA
             NRC-All Existing Combination "Switch As Is" Conversion Charge (Note 6)
             NRC-STS-1 COMBINATION - "Switch As Is" Conversion Charge - 1st                                        UNCCC   $32.75
             NRC-STS-1 COMBINATION - "Switch As Is" Conversion Charge - Add'l                                      UNCCC   $32.75
             NRC- STS-1 COMBINATION - "Switch As Is" Conversion Charge - Disconnect - 1st                          UNCCC   $16.77
             NRC- STS-1 COMBINATION - "Switch As Is" Conversion Charge - Disconnect - Add'l                        UNCCC   $16.77

             Interoffice Channel - OC3
             Interoffice Channel - OC3 - per Mile                                                                  1L5XX   $8.38
             Interoffice Channel - OC3 - per Facility Termination                                                  TBA     $3,043
             NRC - Ordinarily Combined in GA (Note 5)
             NRC - OC3 - Facility Termination - 1st                                                                TBA     NA
             NRC - OC3 - Facility Termination - Add'l                                                              TBA     NA
             NRC - OC3 - Facility Termination - Disconnect - 1st                                                   TBA     NA
             NRC - OC3 - Facility Termination - Disconnect - Add'l                                                 TBA     NA
             NRC - Electronic Svc Order, per LSR                                                                   SOMEC   NA
             NRC - OC3 - Incremental Charge--Manual Svc Order - 1st                                                SOMAN   NA
             NRC - OC3 - Incremental Charge--Manual Svc Order - Add'l                                              SOMAN   NA
             NRC - OC3 -Incremental Cost - Manual Svc. Order vs. Elect-Disconnect-1st                              SOMAN   NA
             NRC - OC3 -Incremental Cost - Manual Svc. Order vs. Elect-Disconnect-Add'l                            SOMAN   NA
             NRC-All Existing Combination "Switch As Is" Conversion Charge (Note 6)
             NRC-OC-3 COMBINATION - "Switch As Is" Conversion Charge - 1st                                         UNCCC   $32.75
             NRC-OC-3 COMBINATION - "Switch As Is" Conversion Charge - Add'l                                       UNCCC   $32.75
             NRC- OC-3 COMBINATION - "Switch As Is" Conversion Charge - Disconnect - 1st                           UNCCC   $16.77
             NRC- OC-3 COMBINATION - "Switch As Is" Conversion Charge - Disconnect - Add'l                         UNCCC   $16.77

             Interoffice Channel - OC12
             Interoffice Channel - OC12 - per Mile                                                                 1L5XX   $26.91
             Interoffice Channel - OC12 - per Facility Termination                                                 TBA     $11,685
             NRC - Ordinarily Combined in GA (Note 5)
             NRC - OC12 - Facility Termination - 1st                                                               TBA     NA
             NRC - OC12 - Facility Termination - Add'l                                                             TBA     NA
             NRC - OC12 - Facility Termination - Disconnect - 1st                                                  TBA     NA
             NRC - OC12 - Facility Termination - Disconnect - Add'l                                                TBA     NA
             NRC - Electronic Svc Order, per LSR                                                                   SOMEC   NA
             NRC -OC12 - Incremental Charge - Manual Svc Order - 1st                                               SOMAN   NA
             NRC - OC12 - Incremental Charge - Manual Svc Order - Add'l                                            SOMAN   NA
             NRC - OC12 - Incremental Cost-Manual Svc. Order vs. Elect-Disconnect-1st                              SOMAN   NA
             NRC - OC12 - Incremental Cost-Manual Svc. Order vs. Elect-Disconnect-Add'l                            SOMAN   NA
             NRC-All Existing Combination "Switch As Is" Conversion Charge (Note 6)
             NRC-OC-12 COMBINATION - "Switch As Is" Conversion Charge - 1st                                        UNCCC   $32.75
             NRC-OC-12 COMBINATION - "Switch As Is" Conversion Charge - Add'l                                      UNCCC   $32.75
             NRC- OC-12 COMBINATION - "Switch As Is" Conversion Charge - Disconnect - 1st                          UNCCC   $16.77
             NRC- OC-12 COMBINATION - "Switch As Is" Conversion Charge - Disconnect - Add'l                        UNCCC   $16.77

             Interoffice Channel - OC48
             Interoffice Channel - OC48 - per Mile                                                                 1L5XX   $34.66
             Interoffice Channel - OC48 - per Facility Termination                                                 TBA     $12,554
             Interoffice Channel - OC12 interface on OC48 Facility                                                 TBA     $1,208
             NRC - Ordinarily Combined in GA (Note 5)
             NRC - OC48 - Facility Termination - 1st                                                               TBA     NA
             NRC - OC48 - Facility Termination - Add'l                                                             TBA     NA
             NRC - OC48 - Interface OC12 on OC48 - 1st                                                             TBA     NA
             NRC - OC48 - Interface OC12 on OC48 - Add'l                                                           TBA     NA
             NRC - OC48 - Facility Termination - Disconnect - 1st                                                  TBA     NA
             NRC - OC48 - Facility Termination - Disconnect - Add'l                                                TBA     NA
             NRC - OC48- Interface OC12 on OC48 - Disconnect - 1st                                                 TBA     NA
             NRC - OC48 - Interface OC12 on OC48 - Disconnect - Add'l                                              TBA     NA
             NRC - Electronic Svc Order, per LSR                                                                   SOMEC   NA
             NRC - OC48 - Facility Termination-Manual Svc Order vs Electronic-Disconnect-1st                       SOMAN   NA
             NRC - OC48 - Facility Termination-Manual Svc Order vs Electronic-Disconnect-Add'l                     SOMAN   NA
</TABLE>
<PAGE>

<TABLE>
<CAPTION>

                                                                   Attachment 11
                                                                         Table 1
                                                                Rates - 53 of 65

                          BELLSOUTH/ITC-DELTACOM RATES
                                NETWORK ELEMENTS
                               AND OTHER SERVICES
------------------------------------------------------------------------------------------------------------------------------------
<S>     <C>                                                                                                      <C>      <C>

             New EEL rates are the sum of the individual UNE network elements
             (interoffice transport and loop [channelization if applicable]

             NRC - OC48 - Interface - Manual Svc Order vs
              Electronic-Disconnect-1st SOMAN NA NRC - OC48 - Interface - Manual
              Svc Order vs Electronic-Disconnect-Add'l SOMAN NA

             NRC - OC-48 -  Incremental Charge--Manual Svc Order-1st                                               SOMAN   NA
             NRC - OC-48 -  Incremental Charge--Manual Svc Order-Add'l                                             SOMAN   NA
             NRC - OC48 - Interface OC12 on OC48 - Incremental Charge--Manual Svc Order-1st                        SOMAN   NA
             NRC - OC48 - Interface OC12 on OC48 - Incremental Charge--Manual Svc Order-Add'l                      SOMAN   NA
             NRC-All Existing Combination "Switch As Is" Conversion Charge (Note 6)
             NRC-OC-48 COMBINATION - "Switch As Is" Conversion Charge - 1st                                        UNCCC   $32.75
             NRC-OC-48 COMBINATION - "Switch As Is" Conversion Charge - Add'l                                      UNCCC   $32.75
             NRC- OC-48 COMBINATION - "Switch As Is" Conversion Charge - Disconnect - 1st                          UNCCC   $16.77
             NRC- OC-48 COMBINATION - "Switch As Is" Conversion Charge - Disconnect - Add'l                        UNCCC   $16.77

             Channelization:
             DS3 Channelization

              DS3 Channelized System per month                                                                     MQ3     $222.61
                 DS3 Interface per month (DS1 COCI)                                                                UC1D1   $14.51
             NRC - Ordinarily Combined in GA (Note 5)
             NRC - DS3 Channelization  - 1st                                                                       MQ3     NA
             NRC - DS3 Channelization - Add'l                                                                      MQ3     NA
             NRC - Channel Activation - 1st                                                                        UC1D1   NA
             NRC - Channel Activation - Addl                                                                       UC1D1   NA
             NRC - Electronic Svc Order, per LSR                                                                   SOMEC   NA
             NRC - DS3 Channelization - Incremental Charge--Manual Svc Order - 1st                                 SOMAN   NA
             NRC - DS3 Channelization - Incremental Charge--Manual Svc Order - Add'l                               SOMAN   NA
             NRC - DS3 Channelization - Incremental Charge--Manual Svc Order - Disconnect - 1st                    SOMAN   NA
             NRC - DS3 Channelization - Incremental Charge--Manual Svc Order - Disconnect - Add'l                  SOMAN   NA
             NRC-All Existing Combination "Switch As Is" Conversion Charge (Note 6)
             NRC-DS3/STS-1 COMBINATION - "Switch As Is" Conversion Charge - 1st                                    UNCCC   $32.75
             NRC-DS3/STS-1 COMBINATION - "Switch As Is" Conversion Charge - Add'l                                  UNCCC   $32.75
             NRC- DS3/STS-1 COMBINATION - "Switch As Is" Conversion Charge - Disconnect - 1st                      UNCCC   $16.77
             NRC- DS3/STS-1 COMBINATION - "Switch As Is" Conversion Charge - Disconnect - Add'l                    UNCCC   $16.77

             DS1 Channelization

             DS1 Channelized System per month                                                                      MQ1     $154.74
                OCU-DP(data) interface card per month (2.4-64kbs)                                                  1D1DD   $2.22
                VG interface card per month                                                                        1D1VG   $1.46
                2-wire ISDN(BRITE card) per month                                                                  UC1CA   $3.86
             NRC - Ordinarily Combined in GA (Note 5)
             NRC - DS1 Channelization - 1st                                                                        MQ1     NA
             NRC - DS1 Channelization - Add'l                                                                      MQ1     NA
             NRC - Channel Activation VG - 1st                                                                     1D1VG   NA
             NRC - Channel Activation VG - Add'l                                                                   1D1VG   NA
             NRC - Channel Activation OCU-DP- 1st                                                                  1D1DD   NA
             NRC - Channel Activation OCU-DP- Add'l                                                                1D1DD   NA
             NRC - Channel Activation BRITE - 1st                                                                  UCICA   NA
             NRC - Channel Activation BRITE - Add'l                                                                UCICA   NA
             NRC - Electronic Svc Order, per LSR                                                                   SOMEC   NA
             NRC - DS1 Channelization - Incremental Charge--Manual Svc Order - 1st                                 SOMAN   NA
             NRC - DS1 Channelization - Incremental Charge--Manual Svc Order - Add'l                               SOMAN   NA
             NRC - DS1 Channelization - Incremental Charge--Manual Svc Order - Disconnect - 1st                    SOMAN   NA
             NRC - DS1 Channelization - Incremental Charge--Manual Svc Order - Disconnect - Add'l                  SOMAN   NA
             NRC-All Existing Combination "Switch As Is" Conversion Charge (Note 6)
             NRC-DS1 COMBINATION - "Switch As Is" Conversion Charge - 1st                                          UNCCC   $32.75
             NRC-DS1 COMBINATION - "Switch As Is" Conversion Charge - Add'l                                        UNCCC   $32.75
             NRC- DS1 COMBINATION - "Switch As Is" Conversion Charge - Disconnect - 1st                            UNCCC   $16.77
             NRC- DS1 COMBINATION - "Switch As Is" Conversion Charge - Disconnect - Add'l                          UNCCC   $16.77

             Access to DCS - Customer Reconfiguration (FlexServ)
             DS1 DSC Termination with DS0 Switching                                                                        $28.72
             DS1 DSC Termination with DS1 Switching                                                                        $12.23
             DS3 DSC Termination with DS1 Switching                                                                        $154.31
             NRC - Ordinarily Combined in GA:
             NRC - Customer Configuration  Establishment                                                                   $2.97
             NRC - Customer Configuration  Establishment - Disconnect                                                      $3.44
             NRC- DS1 DSC Termination with DS0 Switching - 1st                                                             $51.50
             NRC- DS1 DSC Termination with DS0 Switching - Add'l                                                           $39.64
             NRC- DS1 DSC Termination with DS0 Switching - Disconnect - 1st                                                $31.06
             NRC- DS1 DSC Termination with DS0 Switching - Disconnect - Add'l                                              $24.98
             NRC- DS1 DSC Termination with NRC- DS1 Switching - 1st                                                        $37.23
             NRC- DS1 DSC Termination with NRC- DS1 Switching - Add'l                                                      $25.36
             NRC- DS1 DSC Termination with NRC- DS1 Switching - Disconnect - 1st                                           $22.81
             NRC- DS1 DSC Termination with NRC- DS1 Switching - Disconnect - Add'l                                         $16.73
             NRC- DS3 DSC Termination with DS1 Switching - 1st                                                             $51.50
             NRC- DS3 DSC Termination with DS1 Switching - Add'l                                                           $39.64
             NRC- DS3 DSC Termination with DS1 Switching - Disconnect - 1st                                                $31.06
             NRC- DS3 DSC Termination with DS1 Switching - Disconnect - Add'l                                              $24.98
             NRC-All Existing Combination "Switch As Is" Conversion Charge (Note 6)
             NRC-DCS COMBINATION - "Switch As Is" Conversion Charge - 1st                                          UNCCC   $32.75
</TABLE>
<PAGE>

<TABLE>
<CAPTION>

                                                                   Attachment 11
                                                                         Table 1
                                                                Rates - 54 of 65

                          BELLSOUTH/ITC-DELTACOM RATES
                                NETWORK ELEMENTS
                               AND OTHER SERVICES
------------------------------------------------------------------------------------------------------------------------------------
<S>     <C>                                                                                                       <C>       <C>
             New EEL rates are the sum of the individual UNE network elements (interoffice transport and loop
             [channelization if applicable]

             NRC-DCS COMBINATION - "Switch As Is" Conversion Charge - Add'l                                        UNCCC   $32.75
             NRC- DCS COMBINATION - "Switch As Is" Conversion Charge - Disconnect - 1st                            UNCCC   $16.77
             NRC- DCS COMBINATION - "Switch As Is" Conversion Charge - Disconnect - Add'l                          UNCCC   $16.77

             Node (Synchronet)
             Node per month                                                                                        UNCNT   $16.35
             NRC - Ordinarily Combined in GA:
             NRC - Node - 1st                                                                                      UNCNT   NA
             NRC - Node - Add'l                                                                                    UNCNT   NA
             NRC - Node - Disconnect - 1st                                                                         UNCNT   NA
             NR C - Node - Disconnect - Add'l                                                                      UNCNT   NA
             NRC - Node - Incremental Charge - Manual Service Order - 1st                                          SOMAN   NA
             NRC - Node - Incremental Charge - Manual Service Order - Add'l                                        SOMAN   NA
             NRC - Node - Incremental Charge - Manual Service Order - Disconnect -1st                              SOMAN   NA
             NRC - Node - Incremental Charge - Manual Service Order - Disconnect - Add'l                           SOMAN   NA
             NRC-All Existing Combination "Switch As Is" Conversion Charge (Note 6)
             NRC-Node - "Switch As Is" Conversion Charge - 1st                                                     UNCCC   $32.75
             NRC-Node - "Switch As Is" Conversion Charge - Add'l                                                   UNCCC   $32.75
             NRC- Node - "Switch As Is" Conversion Charge - Disconnect - 1st                                       UNCCC   $16.77
             NRC- Node - "Switch As Is" Conversion Charge - Disconnect - Add'l                                     UNCCC   $16.77

             Optional Features & Functions:
             NRC - Clear Channel Capability (B8ZS/ESF) Option - Subsequent - per DS1 Channel - 1st                 CCOEF   $184.92
             NRC - Clear Channel Capability (B8ZS/ESF) Option - Subsequent - per DS1 Channel - Add'l               CCOEF   $23.82
             NRC - Clear Channel Capability (B8ZS/ESF) Option - Subsequent - per DS1 Channel - Disconnect - 1st    CCOEF   $2.07
             NRC - Clear Channel Capability (B8ZS/ESF) Option - Subsequent - per DS1 Channel - Disconnect - Add'l  CCOEF   $0.80
             NRC - Clear Channel Capability (B8ZS/ESF) Option - Subsequent - Manual Service Order - 1st            SOMAN   $21.73
             NRC - Clear Channel Capability (B8ZS/ESF) Option - Subsequent - Manual Service Order - Add'l          SOMAN   $3.87

             NRC - Clear Channel Capability (B8ZS/SF) Option - Subsequent - per DS1 Channel - 1st                  CCOSF   $184.92
             NRC - Clear Channel Capability (B8ZS/ESF) Option - Subsequent - per DS1 Channel - Add'l               CCOSF   $23.82
             NRC - Clear Channel Capability (B8ZS/SF) Option - Subsequent - per DS1 Channel - Disconnect - 1st     CCOSF   $2.07
             NRC - Clear Channel Capability (B8ZS/ESF) Option - Subsequent - per DS1 Channel - Disconnect - Add'l  CCOSF   $0.80
             NRC - Clear Channel Capability (B8ZS/SF) Option - Subsequent - Manual Service Order - 1st             SOMAN   $21.73
             NRC - Clear Channel Capability (B8ZS/ESF) Option - Subsequent - Manual Service Order - Add'l          SOMAN   $3.87
</TABLE>

         Notes :
             Interim rates subject to true-up
         1   Geographically Deaveraged UNE Zones and applicable rates have been
             established for certain services, as shown in this Agreement. Where
             Geographically Deaveraged UNE Zones and applicable rates are
             established, Statewide rates are obsolete. Further, BellSouth is in
             the process of enhancing its billing systems in order to
             accomodate this Geographically Deaveraged UNE Zone Rate Structure.
             Until these enhancements are accomplished, estimated to be mid
             2001, the UNE Zone 1 rate will be billed for all services residing
             in Zones 1, 2, 3 or 4, i.e. Rates for services residing in UNE
             Zones 2, 3 and UNE Zone 4, where applicable, will not be billed.
             Once billing enhancements are complete, all applicable UNE Zone
             rates reflected in this Agreement will be billed. Reference
             Internet Website
             http://www.interconnection.bellsouth.com/become_clec/docs/
             interconnection/deavuzne.pdf to view Geographically Deaveraged UNE
             Zone Designations by Central Office.
         2   New EELs will only be available in the State of Georgia and in
             density Zone 1 of the following MSAs in the BellSouth Region:
             Florida - Miami, Orlando, Ft. Lauderdale
             Louisiana - New Orleans
             N. Carolina - Greensboro, Charlotte
             Tennessee - Nashville
         3   Unapproved rates are subject to true up
         4   Add together the recurring rates of all the applicable network
             elements in order to obtain total monthly recurring rate
             * Examples:
                - 2-wire VG Loop + Voice Grade Interface Card + DS1
                Channelization System + DS1 Interoffice Channel - DS1 Loop + DS1
                Interface Card + DS3 Channelization System + DS3 Interoffice
                Channel - DS3 Local Channel + DS3 Interoffice Channel + DS3
                Channelization System + DS1 Interface Card
         5   The Ordinarily Combined in GA NRC applies to new combinations
             within the State of Georgia
         6   The "Switch As Is" NRC is a conversion charge. One SAI charge is
             applicable per circuit
<PAGE>

<TABLE>
<CAPTION>
                                                                   Attachment 11
                                                                         Table 1
                                                                Rates - 55 of 65

                          BELLSOUTH/ITC/\DELTACOM RATES
                                NETWORK ELEMENTS
                               AND OTHER SERVICES
------------------------------------------------------------------------------------------------------------------------------------
    DESCRIPTION                                                                                                   USOC    FL
<S>                                                                                                               <C>     <C>
------------------------------------------------------------------------------------------------------------------------------------
Operational Support Systems
              Recovery of incremental OSS costs, per CLP, per month                                                       NA
              RC - OSS OLEC Daily Usage File: Recording, Per Message                                                      $0.008
              RC- OSS OLEC Daily Usage File: Message Processing, Per Message                                              $0.004
              RC - OSS OLEC Daily Usage File: Message Distribution, Per Magnetic Tape Provisioned                         $54.95
              RC - OSS OLEC Daily Usage File: Data Transmission (CONNECT:DIRECT), Per Message                             $0.001
    Access Daily Usage File (ADUF)
              RC - ADUF, Message Processing, per message                                                                  $0.004
              RC - ADUF, Message Distribution, per Magnetice Tape provisioned                                             NA
              RC - ADUF, Data Transmision (CONNECT:DIRECT), per message                                                   $0.001
    Enhanced Optional Daily Usage File (EODUF)
              Enhanced Optional Daily Usage File: Message Processing , Per Message                                        $0.004
              Enhanced Optional Daily Usage File: Message Processing, per magnetic tape provisioned                       NA
              Enhanced Optional Daily Usage File: Data Transmision (CONNECT:DIRECT), per message                          NA

SWA 8XX Toll Free Dialing Ten Digit Screening Service (Note 1)
    8XX Access Ten Digit Screening (all types), per call   (Note 2)                                               N/A     $0.0006531
    8XX Access Ten Digit Screening Svc. W/8XX No. Delivery
              per query                                                                                           N/A     NA
              for 8XX Numbers, with Optional Complex Features, per query                                          N/A     NA
    8XX Access Ten Digit Screening Svc. W/POTS No. Delivery
              per query                                                                                           N/A     NA
              with Optional Complex Features, per query                                                           N/A     NA
    8XX Access Ten Digit Screening Svc. W/800 No. Delivery
              per message                                                                                         N/A     NA
              for 8XX Numbers, w/Optional Complex Features, per message                                           N/A     NA
    8XX Access Ten Digit Screening Svc. W/POTS No. Delivery
              per message                                                                                         N/A     NA
              with Optional Complex Features, per message                                                         N/A     NA
    Reservation Charge per 8XX number reserved
              NRC - 1st                                                                                           N8R1X   NA
              NRC - Addl'l                                                                                        N8R1X   NA
              NRC - Incremental Charge - Manual Service Order - 1st                                               SOMAN   NA
              NRC - Incremental Charge - Manual Service Order - Add'l                                             SOMAN   NA
    Per 8XX # Established w/o POTS (w/8XX No.) Translations
              NRC - 1st                                                                                           N/A     NA
              NRC - Addl'l                                                                                        N/A     NA
              NRC - Disconnect Charge - 1st                                                                       N/A     NA
              NRC - Disconnect Charge - Add'l                                                                     N/A     NA
              NRC - Incremental Charge - Manual Service Order - 1st                                               SOMAN   NA
              NRC - Incremental Charge - Manual Service Order - Add'l                                             SOMAN   NA
              NRC - Incremental Charge - Manual Service Order - Disconnect                                        SOMAN   NA
    Per 8XX # Established with POTS Translations
              NRC - 1st                                                                                           N8FTX   NA
              NRC - Addl'l                                                                                        N8FTX   NA
              NRC - Disconnect Charge - 1st                                                                       N8FTX   NA
              NRC - Disconnect Charge - Add'l                                                                     N8FTX   NA
              NRC - Incremental Charge - Manual Service Order - 1st                                               SOMAN   NA
              NRC - Incremental Charge - Manual Service Order - Add'l                                             SOMAN   NA
              NRC - Incremental Charge - Manual Service Order - Disconnect                                        SOMAN   NA
    Customized Area of Service per 8XX Number
              NRC - 1st                                                                                           N8FCX   NA
              NRC - Addl'l                                                                                        N8FCX   NA
              NRC - Incremental Charge - Manual Service Order - 1st                                               SOMAN   NA
              NRC - Incremental Charge - Manual Service Order - Add'l                                             SOMAN   NA
    Multiple Inter LATA Carrier Routing per Carrier Requested per 8XX #
              NRC - 1st                                                                                           N8FMX   NA
              NRC - Addl'l                                                                                        N8FMX   NA
              NRC - Incremental Charge - Manual Service Order - 1st                                               SOMAN   NA
              NRC - Incremental Charge - Manual Service Order - Add'l                                             SOMAN   NA
    Change Charge per request
              NRC - 1st                                                                                           N8FAX   NA
              NRC - Addl'l                                                                                        N8FAX   NA
              NRC - Incremental Charge - Manual Service Order - 1st                                               SOMAN   NA
              NRC - Incremental Charge - Manual Service Order - Add'l                                             SOMAN   NA
    Call Handling and Destination Features
              NRC - 1st                                                                                           N8FDX   NA
              NRC - Add'l                                                                                         N8FDX   NA

LINE INFORMATION DATABASE ACCESS (LIDB)
    LIDB Common Transport per query                                                                               OQT     $0.0003
    LIDB Validation per query                                                                                     OQU     $0.041003
    LIDB Originating Point Code Establishment or Change - NRC                                                     N/A     NA
              NRC - Incremental Charge - Electronic Service Order                                                         NA
              NRC - Incremental Charge - Manual Service Order - 1st                                               SOMAN   NA
              NRC - Incremental Charge - Manual Service Order - Add'l                                             SOMAN   NA

CCS7 SIGNALING TRANSPORT SERVICE
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
                                                                   Attachment 11
                                                                         Table 1
                                                                Rates - 56 of 65

                          BELLSOUTH/ITC/\DELTACOM RATES
                                NETWORK ELEMENTS
                               AND OTHER SERVICES
------------------------------------------------------------------------------------------------------------------------------------
    DESCRIPTION                                                                                                   USOC    FL
<S>                                                                                                               <C>     <C>
------------------------------------------------------------------------------------------------------------------------------------
    CCS7 Signaling Connection, per link (A link) per month                                                                $5.00
              NRC                                                                                                         $400.00
              NRC - Disconnect                                                                                            NA
              NRC - Incremental Charge - Manual Service Order                                                     SOMAN   NA
              NRC - Incremental Charge - Manual Service Order - Disconnect                                        SOMAN   NA
    CCS7 Signaling Connection, per link (B link) (also known as D link) per month                                         $5.00
              NRC                                                                                                         $400.00
              NRC - Disconnect                                                                                            NA
              NRC - Incremental Charge - Manual Service Order                                                     SOMAN   NA
              NRC - Incremental Charge - Manual Service Order - Disconnect                                        SOMAN   NA
    CCS7 Signaling Termination, per STP port per month                                                                    $113.00
    CCS7 Signaling Usage, per ISUP message                                                                                $0.00001
              (applicable when measurement and billing capability exists.)
    CCS7 Signaling Usage, per TCAP message                                                                                $0.00004
              (applicable when measurement and billing capability exists.)
    CCS7 Signaling Usage Surrogate, per link per LATA per mo (9)                                                          $64.00
    CCS7 Signaling Point Code, Establishment or Change, per STP affected
              NRC                                                                                                         $62.00

OPERATOR CALL PROCESSING
    Operator Provided Call Handling per min - Using BST LIDB                                                      N/A     $1.00
              Call Completion Access Termination Charge per call attempt                                          N/A     NA
    Operator Provided Call Handling per min - Using Foreign LIDB                                                  N/A     $1.00
              Call Completion Access Termination Charge per call attempt                                          N/A     NA
    Operator Provided Call Handling, per call                                                                     N/A     NA
    Fully Automated Call Handling per call - Using BST LIDB                                                       N/A     $0.10
    Fully Automated Call Handling per call - Using Foreign LIDB                                                   N/A     $0.10
    Professional recording of name (OCP alone)                                                                    USOD1   $7,000.00
    Professional recording of name (DA and OCP alone)                                                             USOD1   $7,000.00
    DRAM or front-end loading, per TOPS switch                                                                    USOD2   $250.00
    AABS or back-end loading, per IVS                                                                             USOD2   $225.00
    EBAS or 0- automation loading, per NAV shelf                                                                  USOD2   $270.00
    Recording Charge per Branded Announcement - Disconnect - Initial                                              N/A     NA
    Recording Charge per Branded Announcement - Disconnect - Subsequent                                           N/A     NA

INWARD OPERATOR SERVICES
    Verification, per minute                                                                                      N/A     NA
    Verification and Emergency Interrupt, per minute                                                              N/A     NA
    Verification, per call                                                                                        VIL     $0.80
    Verification and Emergency Interrupt, per call                                                                N/A     $1.00
    DIRECTORY ASSISTANCE SERVICES
    Directory Assist Call Completion Access Svc (DACC), per call attempt                                          N/A     $0.10
    Call Completion Access Term charge per completed call                                                         N/A     NA
    Number Services Intercept per query                                                                           N/A     $0.01
    Number Services Intercept per Intercept Query Update                                                          N/A     NA
    Directory Assistance Access Service Calls, per call                                                           N/A     $0.275
    Professional recording of name (DA alone)                                                                     N/A     $3,000.00
    Professional recording of name (DA and OCP alone)                                                             N/A     $7,000.00
    DRAM or front-end loading, per TOPS switch                                                                    N/A     $250.00
    AABS or back-end loading, per IVS                                                                             N/A     $225.00
    EBAS or 0- automation loading, per NAV shelf                                                                  N/A     $270.00
    Recording Charge per Branded Announcement - Disconnect - Initial                                              N/A     NA
    Recording Charge per Branded Announcement - Disconnect - Subsequent                                           N/A     NA

Directory Transport
    Directory Transport - Local Channel DS1, per month                                                            N/A     $43.64
              NRC - 1st                                                                                           N/A     $242.45
              NRC - Add'l                                                                                         N/A     $226.44
              NRC - Disconnect Charge - 1st                                                                       N/A     NA
              NRC - Disconnect Charge - Add'l                                                                     N/A     NA
              NRC - Incremental Charge-Manual Svc Order - NRC - 1st                                               SOMAN   NA
              NRC - Incremental Charge-Manual Svc Order - NRC -addl                                                       NA
              NRC - Incremental Charge-Manual Svc Order - NRC-Disconnect                                          SOMAN   NA
    Directory Transport - Dedicated DS1 Level Interoffice per mile per mo                                         N/A     $0.6013
    Directory Transport - Dedicated DS1 Level Interoffice per facility termination per mo                         N/A     $99.79
              NRC - 1st                                                                                           N/A     $45.91
              NRC - Add'l                                                                                         N/A     $44.18
              NRC - Disconnect Charge - 1st                                                                       N/A     NA
              NRC - Disconnect Charge - Add'l                                                                     N/A     NA
              NRC - Incremental Charge - Manual Service Order - 1st                                               SOMAN   NA
              NRC - Incremental Charge - Manual Service Order - Add'l                                             SOMAN   NA
              NRC - Incremental Charge - Manual Service Order - Disconnect - 1st                                  SOMAN   NA
              NRC - Incremental Charge - Manual Service Order - Disconnect - Add'l                                SOMAN   NA
    Switched Common Transport per DA Access Service per call                                                      N/A     $0.0003
    Switched Common Transport per DA Access Service per call per mile                                             N/A     $0.00001
    Access Tandem Switching per DA Access Service per call                                                        N/A     $0.00055
    DA Interconnection, per DA Access Service Call                                                                N/A     NA
    Directory Transport-Installation NRC, per trunk or signaling connection                                       N/A
              NRC - 1st                                                                                           N/A     $206.06
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
                                                                   Attachment 11
                                                                         Table 1
                                                                Rates - 57 of 65

                          BELLSOUTH/ITC/\DELTACOM RATES
                                NETWORK ELEMENTS
                               AND OTHER SERVICES
------------------------------------------------------------------------------------------------------------------------------------
    DESCRIPTION                                                                                                   USOC    FL
<S>                                                                                                               <C>     <C>
------------------------------------------------------------------------------------------------------------------------------------
              NRC - Add'l                                                                                         N/A     $4.71
              NRC - Disconnect Charge - 1st                                                                       N/A     NA
              NRC - Disconnect Charge - Add'l                                                                     N/A     NA
              NRC - Incremental Charge - Manual Service Order - 1st                                               SOMAN   NA
              NRC - Incremental Charge - Manual Service Order - Add'l                                             SOMAN   NA
              NRC -  Manual Service Order - 1st                                                                           NA
              NRC - Manual Service Order - Add'l                                                                          NA

Directory Assistance Database Service (DADS)
    Directory Assistance Database Service charge per listing                                                      N/A     $0.001
    Directory Assistance Database Service, per month                                                              DBSOF   $100.00


AIN  (Note 4)
    AIN, per message                                                                                              CAM     $0.00004
    AIN - BellSouth AIN SMS Access Service                                                                        CAM
              Service Establishment Charge, per state, initial set-up
              NRC                                                                                                 CAMSE   NA
              NRC - Disconnect                                                                                    CAMSE   NA
              Port Connection - Dial/Shared Access
              NRC                                                                                                 CAMDP   NA
              NRC - Disconnect                                                                                    CAMDP   NA
              Port Connection - ISDN Access
              NRC                                                                                                 CAM1P   NA
              NRC - Disconnect                                                                                    CAM1P   NA
              User ID Codes - per User ID Code
              NRC                                                                                                 CAMAU   NA
              NRC - Disconnect                                                                                    CAMAU   NA
              Security Card per User ID Code, initial or replacement
              NRC                                                                                                 CAMRC   NA
              NRC - Disconnect                                                                                    CAMRC   NA
              Storage, per unit (100Kb)                                                                           N/A     NA
              Session per minute                                                                                  N/A     NA
              C0. Performed Session, per minute
    AIN - BellSouth AIN Toolkit Service
    AIN, Service Creation Tools                                                                                   CAMBP   TBD
              Service Establishment Charge, per state, initial set-up
              NRC                                                                                                 BAPSC   NA
              NRC - Disconnect                                                                                    BAPSC   NA
              Training Session, per customer
              NRC                                                                                                 BAPVX   NA
              NRC - Disconnect                                                                                    BAPVX   NA
              Trigger Access Charge, per trigger, per DN, Term. Attempt
              NRC                                                                                                 BAPTT   NA
              NRC - Disconnect                                                                                    BAPTT   NA
              Trigger Access Charge, per trigger per DN, Off-Hook Delay
              NRC                                                                                                 BAPTD   NA
              NRC - Disconnect                                                                                    BAPTD   NA
              Trigger Access Charge, per trigger, per DN, Off-Hook Immediate
              NRC                                                                                                 BAPTM   NA
              NRC - Disconnect                                                                                    BAPTM   NA
              Trigger Access Charge, per trigger, per DN, 10-Digit PODP
              NRC                                                                                                 BAPTO   NA
              NRC - Disconnect                                                                                    BAPTO   NA
              Trigger Access Charge, per trigger, per DN, CDP
              NRC                                                                                                 BAPTC   NA
              NRC - Disconnect                                                                                    BAPTC   NA
              Trigger Access Charge, per trigger, per DN, Feature Code
              NRC                                                                                                 BAPTF   NA
              NRC - Disconnect                                                                                    BAPTF   NA
              Query Charge, per query                                                                                     NA
              Type 1 Node Charge, per AIN Toolkit Subscription, per node, per query                                       NA

SCP Storage Charge, per SMS Access Acct, per 100 Kb                                                               N/A     NA
    Monthly Report - per AIN Toolkit Service Subscription                                                         BAPMS   NA
              NRC                                                                                                 BAPMS   NA
              NRC - Disconnect                                                                                    BAPMS   NA
    Special Study - per AIN Toolkit Service Subscription                                                          BAPLS   NA
              NRC                                                                                                 BAPLS   NA
              NRC - Disconnect                                                                                    BAPLS   NA
    Call Event Report - per AIN Toolkit Service Subscription                                                      BAPDS   NA
              NRC                                                                                                 BAPDS   NA
              NRC - Disconnect                                                                                    BAPDS   NA
    Call Event special Study - per AIN Toolkit Service Subscription                                               BAPES   NA
              NRC                                                                                                 BAPES   NA
              NRC - Disconnect                                                                                    BAPES   NA

CALLING NAME (CNAM) QUERY SERVICE
    CNAM (Database Owner), Per Query                                                                              N/A     $0.016
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
                                                                   Attachment 11
                                                                         Table 1
                                                                Rates - 58 of 65

                          BELLSOUTH/ITC/\DELTACOM RATES
                                NETWORK ELEMENTS
                               AND OTHER SERVICES
------------------------------------------------------------------------------------------------------------------------------------
    DESCRIPTION                                                                                                   USOC    FL
<S>                                                                                                               <C>     <C>
------------------------------------------------------------------------------------------------------------------------------------
    CNAM (Non-Database Owner), Per Query *                                                                        N/A     $0.01
              NRC, applicable when CLEC-1 uses the Character Based User Interface (CHUI) method to transmit
              the names to the BellSouth CNAM database                                                            N/A     $595.00
    * Volume and term arrangements are also available.

SELECTIVE ROUTING   (Note 5)
    Per Line or PBX Trunk, each                                                                                           NA
              NRC                                                                                                         NA
    Customized routing per unique line class code, per request, per switch
              NRC                                                                                                 USRCR   $229.65
              NRC - Incremental Charge - Manual Service Order                                                             NA

VIRTUAL COLLOCATION
    2-wire Cross-Connect
              RC                                                                                                  UEAC2   $0.524
              NRC - 1st                                                                                           UEAC2   $11.57
              NRC - Add'l                                                                                         UEAC2   $11.57
              NRC - 1st - Manual Service Order                                                                            NA
              NRC - Add'l - Manual Service Order                                                                          NA
              NRC - Disconnect - 1st                                                                              UEAC2   NA
              NRC - Disconnect - Add'l                                                                            UEAC2   NA
    4-wire Cross-Connect
              RC                                                                                                  UEAC4   $0.524
              NRC - 1st                                                                                           UEAC4   $11.57
              NRC - Add'l                                                                                         UEAC4   $11.57
              NRC - 1st - Manual Service Order                                                                            NA
              NRC - Add'l - Manual Service Order                                                                          NA
              NRC - Disconnect - 1st                                                                              UEAC4   NA
              NRC - Disconnect - Add'l                                                                            UEAC4   NA
    2-fiber Cross-Connect
              RC                                                                                                  CNC2F   NA
              NRC - 1st                                                                                           CNC2F   NA
              NRC - Add'l                                                                                         CNC2F   NA
              NRC - Disconnect - 1st                                                                              CNC2F   NA
              NRC - Disconnect - Add'l                                                                            CNC2F   NA
    4-fiber Cross-Connect
              RC                                                                                                  CNC4F   NA
              NRC - 1st                                                                                           CNC4F   NA
              NRC - Add'l                                                                                         CNC4F   NA
              NRC - Disconnect - 1st                                                                              CNC4F   NA
              NRC - Disconnect - Add'l                                                                            CNC4F   NA
    DS1 Cross-Connects
              RC                                                                                                          NA
              NRC - 1st                                                                                                   NA
              NRC - Add'l                                                                                                 NA
              NRC - Manual Service Order - 1st                                                                            NA
              NRC - Manual Service Order - Add'l                                                                          NA
    DS3 Cross-Connects
              RC                                                                                                          NA
              NRC - 1st                                                                                                   NA
              NRC - Add'l                                                                                                 NA
              NRC - Manual Service Order - 1st                                                                            NA
              NRC - Manual Service Order - Add'l                                                                          NA

    If no rate is identified in the contract, the rate for the specific service or function will be as set
    forth in applicable BellSouth tariff or as negotiated by the parties upon request by either party.

              Interim rates subject to true-up.
          1   BellSouth and CLEC shall negotiate rates for this offering.  If agreement is not reached within
              sixty (60) days of the Effective Date, either party may petition the Florida PSC to settle the
              disputed charge or charges. (FL)
          2   This rate element is for those states w/o separate rates for 800 calls with 800 No. Delivery vs.
              POTS No. Delivery and calls with Optional Complex Features vs. w/o Optional Complex Features.
          3   This charge is only applicable where signaling usage measurement or billing capability does not
              exist.
          4   Prices for AIN to be determined upon development of mediation device. (TN)
          5   Price for Line Class Codes for Selective Routing shall be determined by the TRA. (TN)
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
                                                                   Attachment 11
                                                                         Table 1
                                                                Rates - 59 of 65

                          BELLSOUTH/ITC/\DELTACOM RATES
                                NETWORK ELEMENTS
                               AND OTHER SERVICES
------------------------------------------------------------------------------------------------------------------------------------
    DESCRIPTION                                                                                                   USOC    FL
<S>                                                                                                               <C>     <C>
------------------------------------------------------------------------------------------------------------------------------------
LOCAL INTERCONNECTION (CALL TRANSPORT AND TERMINATION)
         End Office Switching, per mou                                                                            N/A     NA
         Direct Local Interconnection, per mou (same as End Office Switching in FL)                               $0.002
         Tandem Switching, per mou                                                                                N/A     $0.00029
         Tandem Local Interconnection, per mou (includes end office switching element)                            N/A     $0.00325
         Multiple Tandem Switching, per mou (applies to initial tandem only), effective 10/99                     N/A     $0.00125
         Local Intermediary, per mou (applies to transit traffic only)                                            N/A     $0.00125
         Tandem Intermediary Charge, per mou*                                                                     N/A     NA
              *(This charge is applicable only to transit traffic and is applied in addition to applicable
              switching and/or interconnection charges.)
    TRUNK CHARGE
              Interim charges, both non-recurring and recurring, associated with interconnecting trunk groups
              between BellSouth and CLEC-1 shall be as set forth in this Exhibit.  At such time as BellSouth
              develops a final cost based rate for such interconnecting trunk groups, the Parties shall amend
              this agreement to include such final cost based rates and shall true up such charges in accordance
              with this Attachment.
         Installation Trunk Side Service - per DS0
              NRC - 1st                                                                                           TPP++   $336.43
              NRC - Add'l                                                                                         TPP++   $57.38

    INTEROFFICE TRANSPORT
    Common (Shared) Transport
         Common (Shared) Transport per mile per mou                                                                N/A    $0.000012
         Common (Shared) Transport Facilities Termination per mou                                                  N/A    $0.0005
    Interoffice Channel Transport - Dedicated - VG
         Interoffice Transport - Dedicated - 2-wire VG
              2-Wire VG - per mile per month                                                                      1L5XF   $0.0098
              2-Wire VG - Facility Termination per month                                                          1L5XF   $26.52
              NRC - 2-wire VG - Facility Termination -1st                                                         1L5XF   $81.09
              NRC - 2-wire VG - Facility Termination - Add'l                                                      1L5XF   $54.83
              NRC - 2-wire VG  -Facility Termination - Disconnect Charge -1st                                     1L5XF   $31.01
              NRC - 2-wire VG  - Facility Termination - Disconnect Charge -Add'l                                  1L5XF   $12.78
              NRC - Manual Svc Order, per LSR                                                                     SOMAN   $21.56
              NRC - Manual Svc Order, per LSR disconnect                                                          SOMAN   $3.84
              NRC - Electronic Svc Order, per LSR                                                                 SOMEC   $2.75
              NRC - Electronic Svc Order, per LSR disconnect                                                      SOMEC   $0.42
              NRC - 2-wire VG - Incremental Charge--Manual Svc Order - 1st                                        SOMAN   NA
              NRC - 2-wire VG - Incremental Charge--Manual Svc Order - Add'l                                      SOMAN   NA
              NRC - 2-wire VG - Incremental Charge--Manual Svc Order-Disconnect--1st                              SOMAN   NA
              NRC - 2-wire VG - Incremental Charge--Manual Svc Order-Disconnect--Add'l                            SOMAN   NA

         Interoffice Transport - Dedicated - 2 Wire VG - Kentucky & Mississippi
               2-Wire VG - per mile per month                                                                     1L5NF   NA
              2-Wire VG - Facility Termination per month                                                          1L5NF   NA
              NRC - 2-wire VG - Facility Termination -1st                                                         1L5NF   NA
              NRC - 2-wire VG - Facility Termination - Add'l                                                      1L5NF   NA
              NRC - 2-wire VG  -Facility Termination - Disconnect Charge -1st                                     1L5NF   NA
              NRC - 2-wire VG  - Facility Termination - Disconnect Charge -Add'l                                  1L5NF   NA
              NRC - Manual Svc Order, per LSR                                                                     SOMAN   NA
              NRC - Manual Svc Order, per LSR disconnect                                                          SOMAN   NA
              NRC - Electronic Svc Order, per LSR                                                                 SOMEC   NA
              NRC - Electronic Svc Order, per LSR disconnect                                                      SOMEC   NA
              NRC - 2-wire VG - Incremental Charge--Manual Svc Order - 1st                                        SOMAN   NA
              NRC - 2-wire VG - Incremental Charge--Manual Svc Order - Add'l                                      SOMAN   NA
              NRC - 2-wire VG - Incremental Charge--Manual Svc Order-Disconnect--1st                              SOMAN   NA
              NRC - 2-wire VG - Incremental Charge--Manual Svc Order-Disconnect--Add'l                            SOMAN   NA

         Interoffice Transport - Dedicated - DS0 - 56/64 KBPS
              DS0 - per mile per month                                                                            1L5XK   $0.0098
              DS0 - Facility Termination per month                                                                1L5XK   $19.31
              NRC - DS0 - Facility Termination - 1st                                                              1L5XK   $81.11
              NRC - DS0 - Facility Termination - Add'l                                                            1L5XK   $54.83
              NRC - DS0 -Facility Termination  - Disconnect Charge - 1st                                          1L5XK   $31.01
              NRC - DS0 - Facility Termination  - Disconnect Charge - Add'l                                       1L5XK   $12.78
              NRC - Manual Svc Order, per LSR                                                                     SOMAN   $21.56
              NRC - Manual Svc Order, per LSR disconnect                                                          SOMAN   $3.84
              NRC - Electronic Svc Order, per LSR                                                                 SOMEC   $2.77
              NRC - Electronic Svc Order, per LSR disconnect                                                      SOMEC   $0.42
              NRC - DS0 -Incremental Charge--Manual Svc Order - 1st                                               SOMAN   NA
              NRC -DS0 - Incremental Charge--Manual Svc Order - Add'l                                             SOMAN   NA
              NRC - DS0 -Incremental Charge--Manual Svc Order-Disconnect--1st                                     SOMAN   NA
              NRC - DS0 -Incremental Charge--Manual Svc Order-Disconnect-Add'l                                    SOMAN   NA

         Interoffice Transport - Dedicated - DS0 - 56/64 KBPS - Kentucky & Mississippi
              DS0 - per mile per month                                                                            1L5NK   NA
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
                                                                   Attachment 11
                                                                         Table 1
                                                                Rates - 60 of 65

                          BELLSOUTH/ITC/\DELTACOM RATES
                                NETWORK ELEMENTS
                               AND OTHER SERVICES
------------------------------------------------------------------------------------------------------------------------------------
    DESCRIPTION                                                                                                   USOC    FL
<S>                                                                                                               <C>     <C>
------------------------------------------------------------------------------------------------------------------------------------
              DS0 - Facility Termination per month                                                                1L5NK   NA
              NRC - DS0 - Facility Termination - 1st                                                              1L5NK   NA
              NRC - DS0 - Facility Termination - Add'l                                                            1L5NK   NA
              NRC - DS0 -Facility Termination  - Disconnect Charge - 1st                                          1L5NK   NA
              NRC - DS0 - Facility Termination  - Disconnect Charge - Add'l                                       1L5NK   NA
              NRC - Manual Svc Order, per LSR                                                                     SOMAN   NA
              NRC - Manual Svc Order, per LSR disconnect                                                          SOMAN   NA
              NRC - Electronic Svc Order, per LSR                                                                 SOMEC   NA
              NRC - Electronic Svc Order, per LSR disconnect                                                      SOMEC   NA
              NRC - DS0 -Incremental Charge--Manual Svc Order - 1st                                               SOMAN   NA
              NRC -DS0 - Incremental Charge--Manual Svc Order - Add'l                                             SOMAN   NA
              NRC - DS0 -Incremental Charge--Manual Svc Order-Disconnect--1st                                     SOMAN   NA
              NRC - DS0 -Incremental Charge--Manual Svc Order-Disconnect-Add'l                                    SOMAN   NA

         Interoffice Transport - Dedicated - DS1
              DS1 - per mile per month                                                                            1L5XL   $0.6013
              DS1 -Facility Termination per month                                                                 1L5XL   $99.79
              NRC - DS1-Facility Termination - 1st                                                                1L5XL   $45.91
              NRC - DS1 - Facility Termination - Add'l                                                            1L5XL   $44.18
              NRC - DS1 - Facility Termination  - Disconnect Charge - 1st                                         1L5XL   $30.30
              NRC - DS1 -  Facility Termination -Disconnect Charge - Add'l                                        1L5XL   $26.76
              NRC - Manual Svc Order, per LSR                                                                     SOMAN   $21.56
              NRC - Manual Svc Order, per LSR disconnect                                                          SOMAN   $3.84
              NRC - Electronic Svc Order, per LSR                                                                 SOMEC   $2.77
              NRC - Electronic Svc Order, per LSR disconnect                                                      SOMEC   $0.42
              NRC - DS1 - Incremental Charge--Manual Svc Order - 1st                                              SOMAN   NA
              NRC -DS1 -  Incremental Charge--Manual Svc Order - Add'l                                            SOMAN   NA
              NRC - DS1 - Incremental Charge--Manual Svc Order-Disconnect--1st                                    SOMAN   NA
              NRC - DS1 - Incremental Charge--Manual Svc Order-Disconnect-Add'l                                   SOMAN   NA

         Interoffice Transport - Dedicated - DS1 - Kentucky & Mississippi
              DS1 - per mile per month                                                                            1L5NL   NA
              DS1 -Facility Termination per month                                                                 1L5NL   NA
              NRC - DS1-Facility Termination - 1st                                                                1L5NL   NA
              NRC - DS1 - Facility Termination - Add'l                                                            1L5NL   NA
              NRC - DS1 - Facility Termination  - Disconnect Charge - 1st                                         1L5NL   NA
              NRC - DS1 -  Facility Termination -Disconnect Charge - Add'l                                        1L5NL   NA
              NRC - Manual Svc Order, per LSR                                                                     SOMAN   NA
              NRC - Manual Svc Order, per LSR disconnect                                                          SOMAN   NA
              NRC - Electronic Svc Order, per LSR                                                                 SOMEC   NA
              NRC - Electronic Svc Order, per LSR disconnect                                                      SOMEC   NA
              NRC - DS1 - Incremental Charge--Manual Svc Order - 1st                                              SOMAN   NA
              NRC -DS1 -  Incremental Charge--Manual Svc Order - Add'l                                            SOMAN   NA
              NRC - DS1 - Incremental Charge--Manual Svc Order-Disconnect--1st                                    SOMAN   NA
              NRC - DS1 - Incremental Charge--Manual Svc Order-Disconnect-Add'l                                   SOMAN   NA

         Interoffice Transport - Dedicated - DS3
              DS3 - per mile per month                                                                            1L5XM   $4.17
              DS3 -Facility Termination per month                                                                 1L5XM   $1,121.93
              NRC - DS3 - Facility Termination -1st                                                               1L5XM   $557.69
              NRC  - DS3 - Facility Termination - Add'l                                                           1L5XM   $325.61
              NRC - DS3 - Facility Termination - Disconnect Charge - 1st                                          1L5XM   $111.56
              NRC - DS3 -  Facility Termination - Disconnect Charge - Add'l                                       1L5XM   $108.34
              NRC - Manual Svc Order, per LSR                                                                     SOMAN   $21.56
              NRC - Manual Svc Order, per LSR disconnect                                                          SOMAN   $3.84
              NRC - Electronic Svc Order, per LSR                                                                 SOMEC   $2.77
              NRC - Electronic Svc Order, per LSR disconnect                                                      SOMEC   $0.42
              NRC - DS3 - Incremental Charge--Manual Svc Order - 1st                                              SOMAN   NA
              NRC - DS3 - Incremental Charge--Manual Svc Order - Add'l                                            SOMAN   NA
              NRC - DS3 - Incremental Charge--Manual Svc Order-Disconnect--1st                                    SOMAN   NA
              NRC - DS3  - Incremental Charge--Manual Svc Order-Disconnect-Add'l                                  SOMAN   NA

         Interoffice Transport - Dedicated - DS3 - Kentucky & Mississippi
              DS3 - per mile per month                                                                            1L5NM   NA
              DS3 -Facility Termination per month                                                                 1L5NM   NA
              NRC - DS3 - Facility Termination -1st                                                               1L5NM   NA
              NRC  - DS3 - Facility Termination - Add'l                                                           1L5NM   NA
              NRC - DS3 - Facility Termination - Disconnect Charge - 1st                                          1L5NM   NA
              NRC - DS3 -  Facility Termination - Disconnect Charge - Add'l                                       1L5NM   NA
              NRC - Manual Svc Order, per LSR                                                                     SOMAN   NA
              NRC - Manual Svc Order, per LSR disconnect                                                          SOMAN   NA
              NRC - Electronic Svc Order, per LSR                                                                 SOMEC   NA
              NRC - Electronic Svc Order, per LSR disconnect                                                      SOMEC   NA
              NRC - DS3 - Incremental Charge--Manual Svc Order - 1st                                              SOMAN   NA
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
                                                                   Attachment 11
                                                                         Table 1
                                                                Rates - 61 of 65

                          BELLSOUTH/ITC/\DELTACOM RATES
                                NETWORK ELEMENTS
                               AND OTHER SERVICES
------------------------------------------------------------------------------------------------------------------------------------
    DESCRIPTION                                                                                                   USOC    FL
<S>                                                                                                               <C>     <C>
------------------------------------------------------------------------------------------------------------------------------------
              NRC - DS3 - Incremental Charge--Manual Svc Order - Add'l                                            SOMAN   NA
              NRC - DS3 - Incremental Charge--Manual Svc Order-Disconnect--1st                                    SOMAN   NA
              NRC - DS3  - Incremental Charge--Manual Svc Order-Disconnect-Add'l                                  SOMAN   NA

    Local Channel - Dedicated
         Local Channel - Dedicated - 2-Wire VG
              Monthly Recurring per month                                                                         TEFV2   $29.33
              NRC - 2-wire VG - Facility Termination - 1st                                                        TEFV2   $386.34
              NRC - 2-wire VG - Facility Termination - Add'l                                                      TEFV2   $66.36
              NRC - 2-wire VG - Facility Termination - Disconnect - 1st                                           TEFV2   $67.91
              NRC - 2-wire VG - Facility Termination - Disconnect - Add'l                                         TEFV2   $5.92
              NRC - Manual Svc Order, per LSR                                                                     SOMAN   $21.56
              NRC - Manual Svc Order, per LSR disconnect                                                          SOMAN   $3.84
              NRC - Electronic Svc Order, per LSR                                                                 SOMEC   $2.75
              NRC - Electronic Svc Order, per LSR disconnect                                                      SOMEC   $0.42
              NRC - 2-wire VG - Incremental Charge--Manual Svc Order - 1st                                        SOMAN   NA
              NRC - 2-wire VG - Incremental Charge--Manual Svc Order - Add'l                                      SOMAN   NA
              NRC - 2-wire VG - Incremental Cost  - Manual Svc. Order vs. Elect-Disconnect-1st                    SOMAN   NA

         Local Channel - Dedicated - 4-Wire VG
              Monthly Recurring per month                                                                         TEFV4   $30.50
              NRC - 4-Wire VG - 1st                                                                               TEFV4   $387.21
              NRC - 4-Wire VG - Add'l                                                                             TEFV4   $67.22
              NRC - 4-Wire VG - Disconnect Chg - 1st                                                              TEFV4   $68.78
              NRC - 4-Wire VG - Disconnect Chg - Add'l                                                            TEFV4   $6.79
              NRC - Manual Svc Order, per LSR                                                                     SOMAN   $21.56
              NRC - Manual Svc Order, per LSR disconnect                                                          SOMAN   $3.84
              NRC - Electronic Svc Order, per LSR                                                                 SOMEC   $2.75
              NRC - Electronic Svc Order, per LSR disconnect                                                      SOMEC   $0.42
              NRC - 4-Wire VG - Incremental Charge--Manual Svc Order - 1st                                        SOMAN   NA
              NRC - 4-Wire VG - Incremental Charge--Manual Svc Order - Add'l                                      SOMAN   NA

         Local Channel - Dedicated - DS1
              DS1  Monthly Recurring per month                                                                    TEFHG   $43.53
              NRC - DS1 - 1st                                                                                     TEFHG   $242.45
              NRC - DS1 - Add'l                                                                                   TEFHG   $226.44
              NRC - DS1 - Disconnect Chg - 1st                                                                    TEFHG   $41.13
              NRC - DS1 - Disconnect Chg - Add'l                                                                  TEFHG   $28.28
              NRC - Manual Svc Order, per LSR                                                                     SOMAN   $21.56
              NRC - Manual Svc Order, per LSR disconnect                                                          SOMAN   $3.84
              NRC - Electronic Svc Order, per LSR                                                                 SOMEC   $2.75
              NRC - Electronic Svc Order, per LSR disconnect                                                      SOMEC   $0.42
              NRC - DS1 - Incremental Charge--Manual Svc Order - 1st                                              SOMAN   NA
              NRC - DS1 - Incremental Charge--Manual Svc Order - Add'l                                            SOMAN   NA


         Local Channel - Dedicated - DS3
              DS3 - Facility Termination per month                                                                TEFHJ   $570.06
              NRC - DS3 - Facility Termination - 1st                                                              TEFHJ   $903.37
              NRC - DS3 - Facility Termination - Add'l                                                            TEFHJ   $528.05
              NRC - DS3 - Facility Termination - Disconnect - 1st                                                 TEFHJ   $221.46
              NRC - DS3 - Facility Termination - Disconnect - Add'l                                               TEFHJ   $154.90
              NRC - Manual Svc Order, per LSR                                                                     SOMAN   $21.56
              NRC - Manual Svc Order, per LSR disconnect                                                          SOMAN   $3.84
              NRC - Electronic Svc Order, per LSR                                                                 SOMEC   $2.75
              NRC - Electronic Svc Order, per LSR disconnect                                                      SOMEC   $0.42
              NRC - DS3 -Incremental Charge--Manual Svc Order - 1st                                               SOMAN   NA
              NRC - DS3 - Incremental Charge--Manual Svc Order - Add'l                                            SOMAN   NA
              NRC - DS3 - Incremental Charge--Manual Svc Order-Disconnect -1st                                    SOMAN   NA
              NRC - DS3 - Incremental Charge--Manual Svc Order-Disconnect-Add'l                                   SOMAN   NA


    CHANNELIZATION
         DS3 Channelization (DS3 to DS1)
              per Channelized System (28 DS1) per month                                                           SATCS   $220.97
                     NRC - 1st                                                                                    SATCS   $356.40
                     NRC - Add'l                                                                                  SATCS   $188.00
                     NRC -1st - Disconnect                                                                        SATCS   $61.64
                     NRC -Add'l - Disconnect                                                                      SATCS   $58.98
              per Interface per month (COCI)                                                                      SATCO   $14.40
                      NRC - 1st                                                                                   SATCO   $13.16
                      NRC - Add'l                                                                                 SATCO   $9.43
                      NRC - Manual Svc Order, per LSR                                                             SOMEC   $21.56
                        NRC - Manual Svc Order, per LSR disconnect                                                SOMAN   $3.84
                      NRC - Electronic Svc Order, per LSR                                                         SOMAN   NA
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
                                                                   Attachment 11
                                                                         Table 1
                                                                Rates - 62 of 65

                          BELLSOUTH/ITC/\DELTACOM RATES
                                NETWORK ELEMENTS
                               AND OTHER SERVICES
------------------------------------------------------------------------------------------------------------------------------------
    DESCRIPTION                                                                                                   USOC    FL
<S>                                                                                                               <C>     <C>
------------------------------------------------------------------------------------------------------------------------------------
                        NRC - Electronic Svc Order, per LSR disconnect                                            SOMAN   NA
              Channel System - Incremental Cost -  Manual Svc. Order vs. Electronic -1st                          SOMAN   NA
              Channel System - Incremental Cost -  Manual Svc. Order vs. Electronic -Add'l                        SOMAN   NA

         DS3 Channelization (DS3 to DS1) - Kentucky & Mississippi
              per Channelized System (28 DS1) per month                                                           SATNS   NA
                     NRC - 1st                                                                                    SATNS   NA
                     NRC - Add'l                                                                                  SATNS   NA
                     NRC -1st - Disconnect                                                                        SATNS   NA
                     NRC -Add'l - Disconnect                                                                      SATNS   NA
              per Interface per month (COCI)                                                                      SATCO   NA
                      NRC - 1st                                                                                   SATCO   NA
                      NRC - Add'l                                                                                 SATCO   NA
                      NRC - Manual Svc Order, per LSR                                                             SOMAN   NA
CALLING NAME (CNAM) QUERNRCE-VManual Svc Order, per LSR disconnect                                                SOMAN   NA
    CNAM (Database OwnNRC,-PElectronic Svc Order, per LSR                                                         SOMEC   NA
                        NRC - Electronic Svc Order, per LSR disconnect                                            SOMEC   NA
              Channel System - Incremental Cost -  Manual Svc. Order vs. Electronic -1st                          SOMAN   NA
              Channel System - Incremental Cost -  Manual Svc. Order vs. Electronic -Add'l                        SOMAN   NA

         DS1 Channelization (DS1 to DS0)
              per Channelized System (24 DS0) per month                                                           SATC1   $153.60
                      NRC - 1st                                                                                   SATC1   $182.14
                      NRC - Add'l                                                                                 SATC1   $125.18
                     NRC -1sr - Disconnect                                                                        SATC1   $19.52
                     NRC -Add'l - Disconnect                                                                      SATC1   $18.14
               - Interface (COCI)
                 per OCU-DP(data) card per month (2.4-64kbs)                                                      SATSA   $2.20
                      NRC - 1st                                                                                   SATSA   $13.16
                      NRC - Add'l                                                                                 SATSA   $9.43
                 per BRITE card per month                                                                         SATSA   $3.83
                      NRC - 1st                                                                                   SATSA   $13.16
                      NRC - Add'l                                                                                 SATSA   $9.43
                 per VG card per month (DS0)                                                                      SATSA   $1.45
                      NRC - 1st                                                                                   SATSA   $13.16
                      NRC - Add'l                                                                                 SATSA   $9.43
                      NRC - Manual Svc Order, per LSR                                                             SOMAN   $21.56
                        NRC - Manual Svc Order, per LSR disconnect                                                SOMAN   $3.84
                      NRC - Electronic Svc Order, per LSR                                                         SOMEC   $2.77
                        NRC - Electronic Svc Order, per LSR disconnect                                            SOMEC   $0.43
              Channel System - Incremental Cost -  Manual Svc. Order vs. Electronic -1st                          SOMAN   NA
              Channel System - Incremental Cost -  Manual Svc. Order vs. Electronic -Add'l                        SOMAN   NA
              Incremental Cost-Manual Svc. Order vs. Elect -Disconnect - 1st                                      SOMAN   NA
              Incremental Cost-Manual Svc. Order vs. Elect -Disconnect - Add'l                                    SOMAN   NA

         DS1 Channelization (DS1 to DS0) - Kentucky & Mississippi
              per Channelized System (24 DS0) per month                                                           ASTN1   NA
                      NRC - 1st                                                                                   ASTN1   NA
                      NRC - Add'l                                                                                 ASTN1   NA
                     NRC -1sr - Disconnect                                                                        ASTN1   NA
                     NRC -Add'l - Disconnect                                                                      ASTN1   NA
               - Interface (COCI)
                 per OCU-DP(data) card per month (2.4-64kbs)                                                      SATSA   NA
                      NRC - 1st                                                                                   SATSA   NA
                      NRC - Add'l                                                                                 SATSA   NA
                 per BRITE card per month                                                                         SATSA   NA
                      NRC - 1st                                                                                   SATSA   NA
                      NRC - Add'l                                                                                 SATSA   NA
                 per VG card per month (DS0)                                                                      SATSA   NA
                      NRC - 1st                                                                                   SATSA   NA
                      NRC - Add'l                                                                                 SATSA   NA
                      NRC - Manual Svc Order, per LSR                                                             SOMAN   NA
                        NRC - Manual Svc Order, per LSR disconnect                                                SOMAN   NA
                      NRC - Electronic Svc Order, per LSR                                                         SOMEC   NA
                        NRC - Electronic Svc Order, per LSR disconnect                                            SOMEC   NA
              Channel System - Incremental Cost -  Manual Svc. Order vs. Electronic -1st                          SOMAN   NA
              Channel System - Incremental Cost -  Manual Svc. Order vs. Electronic -Add'l                        SOMAN   NA
              Incremental Cost-Manual Svc. Order vs. Elect -Disconnect - 1st                                      SOMAN   NA
              Incremental Cost-Manual Svc. Order vs. Elect -Disconnect - Add'l                                    SOMAN   NA

    Local Interconnection Mid-Span Meet
         Local Channel - Dedicated - DS1
         DS1  Monthly Recurring per month                                                                         TEFHG   $17.27
              NRC - DS1 - 1st                                                                                     TEFHG   $553.19
              NRC - DS1 - Add'l                                                                                   TEFHG   $477.22
              NRC - DS1 - Disconnect Chg - 1st                                                                    TEFHG   TBD
              NRC - DS1 - Disconnect Chg - Add'l                                                                  TEFHG   TBD
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
                                                                   Attachment 11
                                                                         Table 1
                                                                Rates - 63 of 65

                          BELLSOUTH/ITC/\DELTACOM RATES
                                NETWORK ELEMENTS
                               AND OTHER SERVICES
------------------------------------------------------------------------------------------------------------------------------------
    DESCRIPTION                                                                                                   USOC    FL
<S>                                                                                                               <C>     <C>
------------------------------------------------------------------------------------------------------------------------------------
              NRC - DS1 - Incremental Charge--Manual Svc Order - 1st                                              SOMAN   90.0705
              NRC - DS1 - Incremental Charge--Manual Svc Order - Add'l                                            SOMAN   90.0705
              NRC - DS1 - Incremental Charge--Manual Svc Order-Disconnect                                         SOMAN   TBD

              Local Channel - Dedicated - DS3
              DS3 - Facility Termination per month                                                                TEFHJ   $245.65
                       NRC - DS3 - Facility Termination - 1st                                                     TEFHJ   $1,079.15
                       NRC - DS3 - Facility Termination - Add'l                                                   TEFHJ   678.85.98
                        NRC - DS1 - Disconnect Chg - 1st                                                          TEFHJ   TBD
                        NRC - DS1 - Disconnect Chg - Add'l                                                        TEFHJ   TBD
                        NRC - DS3 -Incremental Charge--Manual Svc Order - 1st                                     SOMAN   $95.61
                        NRC - DS3 - Incremental Charge--Manual Svc Order - Add'l                                  SOMAN   $95.61
                       NRC - DS1 - Incremental Charge--Manual Svc Order-Disconnect                                SOMAN   TBD


    NOTES:

    If no rate is identified in the contract, the rate for the specific service or function will be as set
    forth in applicable BellSouth tariff or as negotiated by the Parties upon request by either Party.
</TABLE>
<PAGE>

                                                                Attachment 11
                                                                      Table 1
                                                             Rates - 64 of 65

                          BELLSOUTH/ITC/\DELTACOM RATES
                                NETWORK ELEMENTS
                               AND OTHER SERVICES


<TABLE>
<CAPTION>

    <S>                                                                               <C>                      <C>
    DESCRIPTION                                                                       USOC                     FL
    INTERIM SERVICE PROVIDER NUMBER PORTABILITY - RCF (1) (2)
    RCF, per number ported (Business Line), 10 paths                                  TNPBL                    NA
    RCF, per number ported (Residence Line), 6 paths                                  TNPRL                    NA
    RCF, per number ported (Business Line)                                            TNPBL                    NA
              NRC - Electronic                                                        TNPBL                    NA
              NRC - Disconnect Charge                                                 TNPBL                    NA
    RCF, per number ported (Residence Line)                                           TNPRL                    NA
              NRC                                                                     TNPRL                    NA
              NRC - Disconnect Charge                                                 TNPRL                    NA
    RCF, add'l capacity for simultaneous call forwarding, per additional path          N/A                     NA
    RCF, per service order, per location                                              (++) Bus = TNPBD
                                                                                      Res = TNPRD

              NRC - 1st                                                               TNP++                    NA
              NRC - Add'l                                                             TNP++                    NA
              NRC - Disconnect - 1st                                                  TNP++                    NA
              NRC - Disconnect - Add'l                                                TNP++                    NA
              NRC - Incremental Charge - Manual Service Order - 1st                   SOMAN                    NA
              NRC - Incremental Charge - Manual Service Order - Add'l                 SOMAN                    NA
              NRC - Incremental Charge - Manual Service Order - Disconnect - 1st      SOMAN                    NA
              NRC - Incremental Charge - Manual Service Order - Disconnect - Add'l    SOMAN                    NA
    INTERIM SERVICE PROVIDER NUMBER PORTABILITY - DID
    DID per number ported, Residence - NRC                                            TNPDR                    NA
    DID per number ported, Residence - NRC - Disconnect                               TNPDR                    NA
    DID per number ported, Business - NRC                                             TNPDB                    NA
    DID per number ported, Business - NRC - Disconnect                                TNPDB                    NA
    DID per service order, per location
              NRC - 1st                                                               TNPRD                    NA
              NRC - Add'l                                                             TNPRD                    NA
              NRC - Disconnect - 1st                                                  TNPRD                    NA
              NRC - Disconnect - Add'l                                                TNPRD                    NA
              NRC - Incremental Charge - Manual Service Order - 1st                   SOMAN                    NA
              NRC - Incremental Charge - Manual Service Order - Add'l                 SOMAN                    NA
              NRC - Incremental Charge - Manual Service Order - Disconnect - 1st      SOMAN                    NA
              NRC - Incremental Charge - Manual Service Order - Disconnect - Add'l    SOMAN                    NA
    DID, per trunk termination, Initial                                               TNPT2                    NA
    DID, per trunk termination, Initial - NRC                                         TNPT2                    NA
    DID, per trunk termination, Initial - Disconnect                                  TNPT2                    NA
    DID, per trunk termination, Subsequent                                            TNPT2                    NA
    DID, per trunk termination, Subsequent - NRC                                      TNPT2                    NA
    DID, per trunk termination, Subsequent - Disconnect                               TNPT2                    NA
</TABLE>

    NOTES:

    If no rate is identified in the contract,  the rate for the specific service
    or  function  will be as set  forth in  applicable  BellSouth  tariff  or as
    negotiated by the Parties upon request by either Party.

       1 Until the FCC issues its order implementing a cost recovery mechanism
         for permanent number portability, the Company will track its costs of
         providing interim SPNP with sufficient detail to verify the costs.
         This will facilitate the Florida PSCs consideration of the recovery of
         these costs in Docket 950737-TP. (FL)
       2 BellSouth and CLEC will each bear their own costs of providing remote
         call forwarding as an interim number portability option. (KY)
<PAGE>

                                                                 Attachment 11
                                                                       Table 1
                                                              Rates - 65 of 65




    DESCRIPTION                                               USOC      FL
    ODUF/ADUF/CMDS
    ODUF:  Recording, per message                              N/A    $0.008
    ODUF:  Message Processing, per message                     N/A    $0.004
    ADUF:  Message Processing, per message                     N/A    $0.004
    CMDS:  Message Processing, per message                     N/A    $0.004
    ODUF:  Message Processing, per magnetic tape provisioned   N/A    $54.95
    ODUF:  Data Transmission (CONNECT:DIRECT), per message     N/A    $0.001
    ADUF:  Data Transmission (CONNECT:DIRECT), per message     N/A    $0.001
    CMDS:  Data Transmission (CONNECT:DIRECT), per message     N/A    $0.001

    NOTES:

    If no rate is identified in the contract,  the rate for the specific service
or function will be as set forth in applicable BellSouth tariff or as negotiated
by the Parties upon request by either Party.