<PAGE>   1
                                                                   EXHIBIT 10.17

                                    AMENDMENT
                                       TO
                        QWEST COMMUNICATIONS CORPORATION
                      TELECOMMUNICATIONS SERVICES AGREEMENT



     This AMENDMENT, dated as of July 29, 1999 (the "AMENDMENT"), to QWEST
COMMUNICATIONS CORPORATION TELECOMMUNICATIONS SERVICES AGREEMENT, dated as of
March 11, 1999, (the "AGREEMENT"), is entered into by and between Qwest
Communications Corporation ("QWEST") and Advanced TelCom Group, Inc. ("ATG").


                                     RECITAL

     A. Subject to the terms and conditions of this Amendment, Qwest and ATG
have agreed to amend the Agreement as set forth herein.


                                    AGREEMENT

     NOW, THEREFORE, in consideration of the above recitals and for other good
and valuable consideration, the receipt and adequacy of which are hereby
acknowledged, Borrowers and Lender hereby agree as follows:

     1. Definitions; Interpretation. Unless otherwise defined herein, all
capitalized terms used herein and defined in the Agreement shall have the
respective meanings given to those terms in the Agreement. Other rules of
construction set forth in the Agreement, to the extent not inconsistent with
this Amendment, apply to this Amendment and are hereby incorporated by
reference.

     2. Amendment to the Agreement. Qwest and ATG hereby agree as follows:

        (a) Section 12 of the Agreement is hereby amended by adding a new
Section 12.3, to read as follows:

               "Customer shall have the right, without Qwest's consent, to grant
a security interest in this Service Agreement, in whole or in part (i) as
collateral to any institutional lender to Customer (or institutional lender to
any permitted transferee or assignee of Customer); provided, however, that such
permitted grant of a security interest does not constitute a waiver of any of
the assignment rights and obligations described above, and any attempted
assignment to such institutional lender or attempted transfer or assignment to
any other third party by such institutional lender in connection with any right
of enforcement or foreclosure with respect to such security interest remains
subject to the requirements of Section 12.1 and Section 12.2 above; provided
further that promptly following any such grant of security interest, Customer
shall give Qwest written notice identifying such institutional lender.


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     3. Effect of Amendment. On and after the date hereof, each reference to the
Agreement in the Agreement or in any other document shall mean the Agreement as
amended by this Amendment.

     4. Full Force and Effect. Except as amended above, the Agreement remains in
full force and effect.

     5. Headings. Headings in this Amendment are for convenience of reference
only and are not part of the substance hereof.

     6. Counterparts. This Amendment may be executed in any number of identical
counterparts, any set of which signed by all of the parties hereto shall be
deemed to constitute a complete, executed original for all purposes.

               [Remainder of this page intentionally left blank.]


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     IN WITNESS WHEREOF, Each party has caused this Amendment to be executed as
of the day and year first above written.


                                 QWEST COMMUNICATIONS CORPORATION



                                 By: /s/ Stephen M. Wagner
                                 -------------------------------------------
                                 Name: Stephen M. Wagner
                                 Title: Vice President, Wholesale Markets


                                 ADVANCED TELCOM GROUP, INC.


                                 By: /s/ Clifford G. Rudolph
                                 -------------------------------------------
                                 Name: Clifford G. Rudolph
                                 Title: Chief Executive Officer and President


<PAGE>   4



                        QWEST COMMUNICATIONS CORPORATION
                      TELECOMMUNICATIONS SERVICES AGREEMENT


        This Telecommunications Services Agreement is entered into as of March
        11, 1999 (the "Effective Date"), by and between Qwest Communications
        Corporation, a Delaware corporation ("Qwest") and Advanced TelCom Group,
        Inc., a Delaware corporation ("Customer").

1.      INCORPORATION OF DOCUMENTS AND CONTROLLING PROVISIONS:

1.1     This Service Agreement, together with (a) Service Orders (as defined in
        Section 2.1 of this Service Agreement) accepted by Qwest pursuant to the
        terms hereof, and (b) schedules and exhibits incorporated herein by
        reference ("Exhibits"), shall be referred to collectively herein as this
        "TSA" or this "Agreement". In the event of any conflict between the
        provisions of this TSA and the terms of any Service Order(s) and/or
        Exhibit(s), the conflict shall be resolved by reference to said
        documents in the following order of priority of interpretation (except
        as is otherwise specifically provided in this TSA or in any Exhibits):
        (a) this TSA; (b) any Exhibit(s), with reference to the same in order of
        attachment to this TSA; and (c) any Service Order(s). Notwithstanding
        the foregoing, no provision or term of any Service Order or Exhibit
        shall be a part of this TSA or binding on Qwest unless and until such
        Service Order or document has been executed by an authorized
        representative of Qwest.

1.2     If any provision of this TSA conflicts with any statute, rule or order
        of any governmental unit or regulatory body, or tariff filed by Qwest,
        then, if required by law, this TSA shall remain in effect but shall be
        automatically modified by such conflicting law, statute, rule, order or
        tariff, subject to the termination rights granted herein.

2.      SERVICES TO BE PROVIDED BY QWEST:

2.1     Services and Facilities available from Qwest are identified in the
        service and pricing Exhibit(s) attached hereto, which are incorporated
        by this reference. Services or Facilities requested by Customer shall be
        requested on Qwest's service order forms in effect from time to time
        (hereafter, any such order is a "Service Order(s)"). Each Service Order
        shall become a part of this TSA when executed by a duly authorized
        representative of Qwest. Qwest reserves the right to reject any Service
        Order.

2.2     Upon acceptance by Qwest of a Service Order, and during the Term (as
        defined in Section 4 of this TSA), Qwest shall provide to Customer those
        Services or Facilities (as defined in the attached Exhibits) identified
        in the Service Order.


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                          Confidential and Proprietary

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3.      OBLIGATIONS OF CUSTOMER:

3.1     During the Term of this TSA, Customer shall perform those duties
        outlined in the attached Exhibits, in addition to those described herein
        and in any Service Order(s).

3.2     Customer shall have sole responsibility for installation, testing and
        operation of facilities, services and equipment other than those
        Services or Facilities specifically provided by Qwest under this TSA
        (the "Customer Facilities").

3.3     Customer shall fully comply with all laws, regulations and authorities
        including, but not limited to, those outlined in Section 9 of this TSA.

4.      TERM:

4.1     This TSA shall be effective between the parties as of the date first
        written hereon. The initial term (the "INITIAL TERM") of this TSA shall
        expire seven (7) years from the date of execution hereof unless either
        party earlier terminates this TSA in the manner provided herein.

4.2     Upon the expiration of the Initial Term, if Customer is not then in
        default hereunder, the term of this TSA shall be renewed automatically
        on a month-to-month basis ("Renewal Term") unless an Amendment is
        executed by the parties extending the Renewal Term, or either party
        terminates this TSA in the manner provided herein.

4.3     The Initial Term and Renewal Term are sometimes referred to together
        herein as the "Term".

4.4     Notwithstanding anything to the contrary in this Section 4, if the
        Facility Minimum Service Term (as defined in Section 4.2 of Exhibit A)
        for any Facility extends beyond the expiration of the Term of this TSA,
        this TSA shall remain in effect until the expiration or termination of
        the applicable Facility Minimum Service Term, but only as to such
        Facility so affected, and subject to the termination rights of Qwest and
        Customer under Section 8 of this TSA.

5.      CHARGES AND PAYMENT:

5.1     Charges for Services and Facilities shall be determined in accordance
        with the Service and Pricing Exhibit(s).

5.2     Switched services charges shall be invoiced by Qwest on a monthly basis
        in arrears.

5.3     Recurring charges for private line Facilities shall be invoiced by Qwest
        on a monthly basis



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<PAGE>   6

        in advance and non-recurring charges shall be invoiced in arrears. If
        the Start of Service Date (as defined in Section 2.1 of Exhibit A) for
        any Facility falls on a day other than the first day of any month, the
        first invoice to Customer shall consist of: (1) the pro-rata portion of
        the applicable monthly charge covering the period from the Start of
        Service Date to the first day of the subsequent month, and (2) the
        monthly charge for the following month.

5.4     Customer shall make all payments due hereunder within thirty (30) days
        of the date of invoice. If any amount due under this TSA is not received
        by the due date, in addition to other remedies available hereunder,
        Qwest may in its sole discretion: (a) impose a late payment charge of
        the lower of [*] per month or the highest rate legally permissible (such
        late charge shall be payable upon demand by Qwest); and/or (b) require
        the prepayment of up to [*] of recurring charges as a condition of the
        continued availability of the Services or Facilities, which prepayment
        shall be held and applied against [*] of charges hereunder prior to
        termination of this TSA. Notwithstanding anything in this TSA to the
        contrary, no payment due hereunder is subject to reduction, set-off or
        adjustment of any nature by Customer, except as is specifically provided
        in Section 5 of the Service and Pricing Exhibit regarding Outage
        Credits. In no event shall the malfunction or non-operation of
        Customer's Interconnection Facilities (including local access when
        Customer is responsible therefor) relieve Customer of its obligation to
        pay for the Facilities.

5.5     All disputes or requests for billing adjustments must be submitted in

        writing and submitted with payment of undisputed amounts due. Any
        amounts which are determined by Qwest to be in error or not in
        compliance with this TSA shall be adjusted on the next month's invoice.
        Any disputed amounts which are deemed by the parties to be correct as
        billed and in compliance with this TSA, shall be due and payable by
        Customer, upon notification and demand by Qwest, along with any late
        payment charges which Qwest may impose pursuant to Section 5.3 above.
        Disputed amounts unresolved by the parties within [*] of written
        submission by Customer may be submitted to binding arbitration in
        accordance with the terms of Article 16 below. Disputes shall not be
        cause for Customer to delay payment of the undisputed balance to Qwest
        according to the terms outlined in Section 5.3 above.

5.6     Invoices submitted to Customer by Qwest shall conform to Qwest's
        standard billing format and content, as modified by Qwest from time to
        time.

5.7     Any applicable federal, state, or local taxes, and all use, sales,
        commercial, gross receipts, privilege or other similar taxes or license
        fees, whether charged to or against Qwest or Customer, with respect to
        the Services or Facilities provided by Qwest, as well as any other
        imposition by any governmental authority which has the effect of
        increasing Qwest's

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                          Confidential and Proprietary

                                        3
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        cost of providing the Services or Facilities, shall be payable by
        Customer in addition to the other charges set forth in this TSA.

6.      EVENTS OF DEFAULT:

6.1     A "Default" shall occur if: (a) Customer fails to make any payment of
        undisputed charges required to be made by it under this TSA and any such
        failure remains uncorrected for thirty (30) days after the date such
        payment was due or as allowed for in Section 5.5 herein; (b) either
        party fails to perform or observe any material term or obligation (other
        than making payment) contained in this TSA, and any such failure remains
        uncorrected for thirty (30) calendar days after written notice from the
        non-defaulting party informing the defaulting party of such failure
        (except for a Default by Customer under Section 9.2 of this TSA, which
        shall require no advance written notice); (c) Customer breaches its
        obligations to Qwest in any other agreement, including but not limited
        to, agreements for switched services or any collocation agreements; or
        (d) there is an Adverse Material Change (as defined in Section 6.2 of
        this TSA) in Customer's creditworthiness.

6.2     For purposes of Section 6.1 of this TSA, an Adverse Material Change in
        Customer's creditworthiness shall include, but not be limited to: (a)
        failure of Customer to make full payment of charges due hereunder on or
        before the date due on three (3) or more occasions during any period of
        twelve (12) months, or Customer's failure to make such payment on or
        before the date due in any two (2) consecutive months; (b) acquisition
        of Customer (whether in whole or by majority or controlling interest) by
        an entity which is insolvent, which is subject to bankruptcy or
        insolvency proceedings, which owes past due amounts to Qwest or any
        entity affiliated with Qwest, or which presents a materially greater
        credit risk than Customer; or (c) Customer's being subject to or having
        filed for bankruptcy or insolvency proceedings, or the legal insolvency
        of Customer.

6.3     Notwithstanding Section 6.1 of this TSA, the failure of any particular
        Facility or reasonable number of Facilities to comply with the
        Specifications (as that term is defined in Section 2.1 of Exhibit A)
        shall not be deemed a Default by Qwest, but may obligate Qwest to
        provide Customer with Outage Credits, as provided in Section 5 of
        Exhibit A.



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                          Confidential and Proprietary

                                        4
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7.      REMEDIES FOLLOWING DEFAULT:

7.1     If Customer is in Default, Qwest may, in addition to any other remedies
        it has under this TSA or under the law: (a) suspend its performance
        under this TSA without the requirement of any further notice to
        Customer, until Customer has remedied all breaches of this TSA and paid
        in full all charges then due, including any late fees specified herein
        plus, at Qwest's option, the prepayment of [*] recurring charges (as
        applied to Services Ordered), as is specified in Section 5.3 of this
        TSA; (b) condition provision of Services or Facilities or acceptance of
        a Service Order on Customer's assurance of payment and compliance with
        this TSA, which may be in the form of a deposit or such other means as
        is required by Qwest to establish assurance of payment and compliance;
        or (c) terminate this TSA by providing written notice to Customer in the
        manner provided in Section 8.2 of this TSA.

7.2     If Qwest is in Default, Customer may, in addition to any other remedies
        it has under this TSA or under the law, terminate this TSA in the manner
        provided for in Section 8.1 of this TSA.

8.      TERMINATION:

8.1     Customer may terminate this entire TSA: (a) upon written notice to
        Qwest, if Qwest is in Default (as provided in Section 7.2 of this TSA);
        (b) upon thirty (30) days prior written notice, if any material rate or
        term contained herein and relevant to the affected Services or
        Facilities is materially changed by order of the highest court of
        competent jurisdiction to which the matter is appealed, the Federal
        Communications Commission, or other local, state or federal government
        authority; (c) upon thirty (30) days prior written notice, with or
        without cause, following the expiration of the Initial Term; (d) in
        accordance with Section 3.2 of Exhibit A attached hereto and Section 9.1
        of Exhibit B attached hereto (e) in accordance with Section 1.3 and
        Section 3 of Exhibit D attached hereto.

8.2     Qwest may terminate this TSA: (a) effective upon written notice to
        Customer, if Customer is in Default (as provided in Section 7.1 of this
        TSA); (b) effective upon thirty (30) days prior written notice, with or
        without cause, following the expiration of the Initial Term; or (c)
        effective immediately and without any advance written notice: (i) if
        Qwest does not maintain or loses any required regulatory or other
        governmental authorizations to provide the Services or Facilities (as
        described in Section 9.1 of this TSA); (ii) following a Default by
        Customer under Section 9.2 of this TSA; or (iii) if Customer makes a
        transfer or assignment under Section 12of this TSA.

8.3     Customer may terminate the affected portion or portions of a private
        line Service Order or Service Orders without penalty upon ten (10)
        calendar days prior written notice following



                              Qwest Communications
                          Confidential and Proprietary

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        failure of performance, in the manner and subject to Section 10.2 of
        this TSA or Section 1.3 of Exhibit A.

8.4     Subject to Section 3 of Exhibit D, in the event of a termination of this
        TSA by either Customer or Qwest for reasons other than due to a Customer
        Default, all existing services being provided shall continue without
        interruption for the time period specified in the applicable Service
        Order, but no additional Service Orders shall be submitted or accepted.
        For services which continue after a termination of the TSA, pricing
        shall be at the rates specified in this TSA and the applicable Service
        Order unless the termination is pursuant to subparagraphs 8.2(a) or
        8.2(c)(ii), in which case the pricing shall revert to retail or standard
        discount pricing.

9.      GOVERNMENTAL AUTHORITY:

9.1     Customer acknowledges that the obligation of Qwest to provide the
        Facilities to Customer is subject to the receipt by Qwest of any
        required regulatory or other governmental authorizations. This TSA may
        be superseded by a tariff filed with the appropriate regulatory agency,
        which tariff may contain such modifications of the provisions of this
        TSA as Qwest deems appropriate, all of which shall become automatically
        binding on Customer. Qwest reserves the right to terminate this TSA
        pursuant to Section 8.2 of this TSA if at any time Qwest does not have
        or loses the required regulatory or other governmental authorizations to
        provide the Services or Facilities.

9.2     Customer represents and warrants that: (A) Customer has received all
        necessary permits, licenses, approvals, grants, and charters of
        whatsoever kind necessary to carry out the business in which Customer is
        engaged; and (B) Customer has complied and does comply with all laws,
        regulations, orders, and statutes which may be applicable to Customer,
        whether local, State or Federal. From the date of this TSA until the
        termination hereof, Customer agrees to operate in accordance with and to
        maintain current all such certifications, permits, licenses, approvals,
        grants, charters, and to comply with all applicable laws, regulations,
        orders and statutes, whether local, State or Federal. A breach by
        Customer of any of the representations, warranties or covenants of this
        Section 9.2 shall be deemed a Default hereunder, and shall allow Qwest
        to terminate this TSA in the manner described in Section 8.2 of this
        TSA.

10.     FORCE MAJEURE:

10.1    Except as is provided in Section 10.2 below, neither party to this TSA
        shall be liable for any failure of performance hereunder due to causes
        beyond its reasonable control, including, but not limited to: acts of
        God, fire, explosion, vandalism, fiber optic cable cut, storm, extreme
        temperatures or other similar catastrophes; any law, order, regulation,
        direction, action or request of the United States government, or of any
        other government,



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        including state and local governments having jurisdiction over either of
        the parties, or of any department, agency, commission, court, bureau,
        corporation or other instrumentality of any one or more said
        governments, or of any civil or military authority; national
        emergencies, insurrections, riots, wars, or strikes, lock-outs, work
        stoppages or other labor difficulties; actions or inactions of a third
        party provider or operator of facilities employed in provision of the
        Services or Facilities; or any other conditions or circumstances beyond
        the reasonable control of the party which impede or affect the Services
        or Facilities or the transmission of telecommunications services.

10.2    If any failure of performance on the part of Qwest described in Section
        10.1 of this TSA related to a Service Order for a private line Facility
        shall be: (a) for thirty (30) calendar days or less, then this TSA shall
        remain in effect, but Customer shall be relieved of its obligation to
        pay for that portion of the Facilities affected for the period of such
        failure of performance; or (b) for more than thirty (30) days, then
        Customer may terminate only that portion of any Service Order or Service
        Orders related to the Facilities so affected, by written notice to
        Qwest, in accordance with Section 8.3 of this TSA.

10.3    If private line Facilities are unavailable to Customer as a result of
        any events described in Section 10.1, Customer may be entitled to an
        Outage Credit under Section 5 of Exhibit A.

11.     INDEMNIFICATION:

11.1    Customer shall indemnify and hold harmless Qwest (and Qwest's
        affiliates, officers, directors and employees; hereafter, "Qwest's
        Affiliates"), and any third party provider or operator of services
        employed by Qwest and/or Qwest's Affiliates in the provision of the
        Services or Facilities, from and against, and shall reimburse Qwest
        and/or Qwest's Affiliates for, any and all losses, liabilities,
        deficiencies, claims and expenses (including, but not limited to, costs
        of defense and reasonable attorneys' fees) incurred by Qwest and/or
        Qwest's Affiliates and arising from or in connection with: (a) any
        breach of any covenant or agreement of Customer contained in this TSA;
        (b) any misrepresentation or breach of any of the representations and
        warranties of Customer contained in this TSA; or (c) any claims which
        may be asserted by parties other than Customer who have use of or access
        to the Services or Facilities through Customer.

11.2    Customer shall indemnify and hold harmless Qwest and Qwest's Affiliates
        and any third party provider or operator of facilities employed by Qwest
        and/or Qwest's Affiliates in the provision of the Services) from and
        against, and shall reimburse Qwest and/or Qwest's Affiliates for, any
        and all losses, liabilities, deficiencies, claims and expenses
        (including, but not limited to, costs of defense and reasonable
        attorneys' fees) incurred by Qwest, arising from unauthorized calls of
        any nature which may comprise a portion of the Services, to the extent
        that the call(s) in question are or were unauthorized (or had been at
        the time of the call) by an end user of the Services through Customer's
        distribution channels.



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<PAGE>   11

        Customer shall not be excused from paying Qwest for Services provided to
        Customer or any portion thereof on the basis that unauthorized calls
        comprised a corresponding portion of the Services. If Qwest discovers
        unauthorized calls being made (or reasonably believes that unauthorized
        calls are being made), nothing contained herein shall prohibit Qwest
        from taking immediate action (without notice to Customer) that is
        reasonably necessary to prevent such unauthorized calls from being made,
        including without limitation, denying Services to particular ANIs or
        terminating Services to or from specific locations.

11.3    Qwest shall indemnify and hold harmless Customer (and Customer's
        affiliates, officers, directors and employees; hereafter, "Customer's
        Affiliates"), and any third party provider or operator of services used
        by Qwest in the provision of the Services or Facilities, from and
        against any and all losses, liabilities, deficiencies, claims and
        expenses (including, but not limited to, costs of defense and reasonable
        attorney's fees) incurred by Customer and/or Customer's Affiliates and
        arising from or in connection with: (a) any breach of any covenant or
        agreement of Qwest contained in this TSA; (b) any misrepresentation or
        breach of any of the representations and warranties of Qwest contained
        in this TSA; or (c) the gross negligence or willful misconduct of Qwest.

12.     ASSIGNMENT:

12.1    Neither party may transfer, assign, or otherwise in any manner encumber
        this Agreement and its rights and obligations hereunder without the
        prior written consent of the other party, which consent shall not be
        unreasonable withheld.

12.2    Notwithstanding the provisions of Section 12.1 to the contrary, either
        party may assign this Agreement to any parent, subsidiary or affiliate
        of the other party, including any transfers incident to an acquisition
        or change of control of either party, provided, however, that in the
        case of Customer: (i) such transfer or assignment does not cause an
        Adverse Material Change in Customer's creditworthiness as described in
        Section 6.2 herein; or (ii) Customer fails to comply with the provisions
        of Section 9 herein as a result of such transfer or assignment
        ("Permitted Assignment"). In the event that Customer makes a Permitted
        Assignment during the Term of this Agreement, Qwest may, in its sole
        discretion, terminate this Agreement and Customer shall not be
        responsible for any Termination Charge (as defined in Section 3 of
        Exhibit D). For purposes of this Section 12.2, "subsidiary or affiliate"
        shall mean any entity that is controlled directly or indirectly by
        either party through the ownership or control of more than 50% of the
        equity interests in such entity.


13.     TITLE:



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<PAGE>   12

13.1    Customer expressly disclaims any right, title, perpetual right of use or
        any other interest in or to any equipment or property used or supplied
        by Qwest under this TSA.

14.     WARRANTIES AND LIMITATION OF LIABILITY:

14.1    Qwest warrants that the Services or Facilities shall be provided to
        Customer and shall operate in accordance with prevailing
        telecommunications industry standards (hereinafter "Technical
        Standards"). If Qwest determines that the Services or Facilities are not
        being provided in accordance with the Technical Standards (hereinafter,
        a "Defect" or "Defects"), Qwest shall use reasonable efforts under the
        circumstances to conform the Services or Facilities to the Technical
        Standards.

14.2    THE WARRANTIES CONTAINED IN SECTION 14.1 OF THIS AGREEMENT ARE EXCLUSIVE
        AND IN LIEU OF ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED OR
        STATUTORY, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF
        MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. QWEST HEREBY
        SPECIFICALLY DISCLAIMS ANY LIABILITY TO CUSTOMER FOR INTERRUPTIONS
        AFFECTING THE FACILITIES FURNISHED HEREUNDER WHICH ARE ATTRIBUTABLE TO
        CUSTOMER'S INTERCONNECTION FACILITIES (AS DEFINED IN SECTION 1.5 OF THE
        SERVICE AND PRICING EXHIBIT(S)) OR TO CUSTOMER'S EQUIPMENT FAILURES, OR
        TO CUSTOMER'S BREACH OF THIS AGREEMENT.

14.3    EXCEPT FOR QWEST'S GROSS NEGLIGENCE OR WILFUL MISCONDUCT, IN NO EVENT
        SHALL QWEST OR ANY OF ITS AFFILIATES BE LIABLE TO CUSTOMER OR ANY OF ITS
        AFFILIATES OR EMPLOYEES OR TO ANY THIRD PARTY FOR: (a) ANY LOSS OF
        PROFIT OR REVENUE, OR FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL,
        PUNITIVE OR SIMILAR OR ADDITIONAL DAMAGES, WHETHER INCURRED OR SUFFERED
        AS A RESULT OF UNAVAILABILITY OF FACILITIES, PERFORMANCE,
        NON-PERFORMANCE, TERMINATION, BREACH, OR OTHER ACTION OR INACTION UNDER
        THIS AGREEMENT, OR FOR ANY OTHER REASON, EVEN IF CUSTOMER ADVISES QWEST
        OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE; OR (b) FOR ANY OUTAGE OR
        INCORRECT OR DEFECTIVE TRANSMISSIONS, OR ANY DIRECT OR INDIRECT
        CONSEQUENCES THEREOF.

14.4    EXCEPT FOR QWEST'S GROSS NEGLIGENCE OR WILFUL MISCONDUCT,
        NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, IN NO EVENT
        SHALL THE CUMULATIVE LIABILITY OF QWEST UNDER THIS AGREEMENT EXCEED [*].


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15.     NON-DISCLOSURE AND PUBLICITY:

15.1    Customer shall not disclose to any third party the terms and conditions
        of this TSA without the prior written consent of Qwest. Customer shall
        not use Qwest's name in publicity or press releases without obtaining
        Qwest's prior written approval, which shall not be unreasonably
        withheld.

16.     ARBITRATION:

16.1    All disputes which involve amounts reasonably anticipated to be in
        excess of Twenty-Five Thousand Dollars ($25,000.00) arising out of or
        related to this TSA, shall be determined and resolved by arbitration in
        Denver, Colorado, in accordance with the rules of the American
        Arbitration Association ("AAA"). The arbitrators shall be appointed in
        accordance with the rules then prevailing of the AAA.

16.2    The award rendered by the arbitrator(s) shall be final and binding upon
        the parties hereto. Neither party shall have the right to further appeal
        or redress the matters arbitrated except for the purposes of obtaining
        the judgment rendered by the arbitrator(s). Judgment upon any
        arbitration award may be entered and enforced in any court of competent
        jurisdiction.

16.3    The parties hereto agree that a prevailing party shall be entitled to
        recover all reasonable costs and expenses (including all reasonable
        attorney's fees and disbursements) of such arbitration proceeding, as
        well as all cost for said proceeding. Such prevailing party shall also
        be entitled to reasonable attorney's fees and costs incurred in
        enforcing a judgment of the arbitrators separately from and in addition
        to any other amount included in such judgment. This Section 16.3 shall
        be severable from the other provisions of this TSA and shall survive and
        not be merged into any such judgment.

17.     USE OF SERVICES OR FACILITIES:

17.1    Qwest's obligation to provide the Services or Facilities specified
        herein is conditioned upon Customer not allowing the Services or
        Facilities to be used for any unlawful purpose; or in violation of any
        governmental regulations or authorizations as outlined in Section 8 of
        this TSA.

18.     MISCELLANEOUS:

18.1    Customer shall execute such other documents, provide such information
        and cooperate with Qwest, all as may be reasonably required by Qwest in
        connection with providing the Services or Facilities.



                              Qwest Communications
                          Confidential and Proprietary

                                       10
<PAGE>   14

18.2    Neither this TSA, nor the provision of Facilities hereunder, shall
        create a partnership or joint venture between the parties or result in a
        joint communications service offering to any third parties.

18.3    The failure of either party to give notice of default or to enforce or
        insist upon compliance with any of the terms or conditions of this TSA
        shall not constitute a waiver of any term or condition of this TSA.

18.4    Subject to Section 16 of this TSA, in the event suit is brought or an
        attorney is retained by either party to enforce the terms of this TSA or
        to collect any moneys due hereunder or to collect money damages for
        breach hereof, the prevailing party shall be entitled to recover, in
        addition to any other remedy, reimbursement for reasonable attorneys'
        fees, court costs, costs of investigation and other related expenses
        incurred in connection therewith.

18.5    This TSA shall be construed under the laws of the State of New York
        without regard to choice of law principles.

18.6    No subsequent agreement concerning the Services or Facilities or
        modification to this TSA shall be binding upon the parties unless it is
        made in writing and executed by an authorized representative of each
        party.

18.7    If any part of any provision of this TSA shall be invalid or
        unenforceable under applicable law, said part shall be ineffective to
        the extent of such invalidity only, without in any way affecting the
        remaining parts of said provision or the remaining provisions of this
        TSA, and Customer and Qwest agrees to negotiate with respect to any such
        invalid or unenforceable part to the extent necessary to render such
        part valid and enforceable.

18.8    The terms and provisions contained in this TSA that by their sense and
        context are intended to survive the performance thereof by the parties
        hereto shall survive the completion of performance and termination of
        this TSA, including, without limitation, the making of any and all
        payments due hereunder.

18.9    Words having well-known technical or trade meanings shall be so
        construed.

18.10   All notices, requests, demands and other communications required or
        permitted hereunder shall be in writing and shall be given by: (a) hand
        delivery; (b) first-class registered or certified mail with postage
        prepaid; (c) overnight receipted courier service; , which notice is
        addressed to the party at the address set forth below, or such other
        address as may hereafter be designated in writing by the party. Notices
        given in accordance with this Section shall be effective upon receipt or
        when receipt is refused.



                              Qwest Communications
                          Confidential and Proprietary

                                       11
<PAGE>   15

All notices to Qwest shall be addressed to:

                      Qwest Communications Corporation
                      555 17th Street
                      Denver, Colorado  80202
                      Facsimile:  (303) 291-1776   Phone:  (303) 291-1400
                      Attn.:  Executive Vice President and General Counsel

               All notices to Customer shall be addressed to:

                      Advance TelCom Group, Inc.
                      100 Stony Point Road, Suite 130
                      Santa Rosa, CA  95401
                      Facsimile:  (707) 535-8909   Phone:  (707) 535-8900
                      Attn.:  Chairman & CEO

               The addresses set forth may be changed by appropriate notice to
        the other party.

18.11   This TSA comprises the complete and exclusive statement of the agreement
        of the parties concerning the subject matter hereof, and supersedes all
        previous statements, representations, and agreements concerning the
        subject matter hereof.

DATED as of the first date above written.

                      Customer:

                                   By:  /s/ C. G. RUDOLPH
                                      ------------------------------------------

                                            Name: C. G. RUDOLPH
                                                 -------------------------------

                                            Title: Chairman & CEO
                                                  ------------------------------

                                            Date:   3.18.99
                                                 -------------------------------

                      Qwest Communications Corporation:

                                    By: /s/ GREGORY M. CASEY
                                       -----------------------------------------
                                            Name:  Gregory M. Casey
                                            Title:  Sr. Vice President,
                                                    Broadband Capacity

                                                   Date: 3-22-99
                                                        ------------------------



                              Qwest Communications
                          Confidential and Proprietary

                                       12
<PAGE>   16

<TABLE>
<CAPTION>
               EXHIBITS
<S>            <C>
Exhibit A:     Private Line Service and Pricing Exhibit to Qwest Telecommunications Services
               Agreement as well as the following Schedules attached thereto:

               Schedules to Exhibit A

               "A-1"  Technical Specifications

Exhibit B:     Switched Services Service and Pricing Exhibit to Qwest Telecommunications
               Services Agreement as well as the following Schedules attached thereto:

               Schedules to Exhibit B

               "B-1"  Domestic Termination Rates
               "B-2"  International Termination Rates
               "B-3"  800 Origination
               "B-4"  800 Origination
               "B-5"  Switchless Reseller
               "B-6"  Switchless Reseller

Exhibit C:     Q.i/Commerce(TM) Agreement as well as the following Schedules attached thereto:

               Schedules to Exhibit C
               "C-1"

Exhibit D:     Revenue Commitment
</TABLE>



                              Qwest Communications
                          Confidential and Proprietary

                                       13
<PAGE>   17

                                    EXHIBIT A
                                       TO
                              QWEST COMMUNICATIONS
                      TELECOMMUNICATIONS SERVICES AGREEMENT

                    PRIVATE LINE SERVICE AND PRICING EXHIBIT


1.      QWEST SERVICES:

1.1     Telecommunications capacity and related ancillary services (the
        "Facility" or "Facilities") available from Qwest are identified in this
        Exhibit A. During the Term of the TSA, Qwest will provide to Customer
        the Facility or Facilities requested by Customer in a Service Order
        accepted by Qwest.

1.2     Upon acceptance of a Service Order, Qwest shall notify Customer of its
        target date for the delivery of each Facility (the "Estimated
        Availability Date"). Any Estimated Availability Date given by Qwest to
        Customer shall be subject to Qwest's standard and expedited interval
        guidelines, as amended by Qwest from time to time. Qwest shall use
        reasonable efforts to install each such Facility on or before the
        Estimated Availability Date, but the inability of Qwest to deliver a
        Facility by such date shall not be a Default under the TSA. If Qwest
        fails to make any Facility available within ninety (90) days after
        acceptance (120 days for OC-3 or above) by Qwest of the Service Order
        with respect to such Facility (or such greater time as is set forth in
        the interval guidelines), Customer's sole remedy shall be to cancel the
        Service Order which pertains to such Facility by ten (10) calendar days
        prior written notice to Qwest, as is set forth in Section 8.3 of the TSA
        and the amounts applicable to such cancelled Service Order shall count
        toward the Minimum Revenue Commitment in the applicable Commitment
        Period as provided in Exhibit D.

1.3     Customer acknowledges that Qwest has no ability to independently test or
        maintain Facilities between two off net cities. Consequently, if Qwest
        provides such Facilities, then notwithstanding anything in this TSA to
        the contrary, Qwest's entire duty with respect to such Facilities shall
        be to use its best efforts to test and maintain such Facilities in
        accordance with Qwest's Specifications.

1.4     At each end of the city pairs (the "City Pairs") on which Customer
        orders Facilities, Qwest shall provide appropriate equipment in its
        terminal locations necessary to connect the Facilities to Customer's
        Interconnection Facilities (as defined in Section 1.5 of this Exhibit
        A). If Customer desires to install its own equipment in one or more of
        Qwest's terminals,



                              Qwest Communications
                          Confidential and Proprietary

                                        1
<PAGE>   18

        and Qwest, in its sole discretion, agrees to such installation, the
        parties shall execute a Qwest Collocation License Agreement.

1.5     Customer agrees that Customer's Interconnection Facilities shall connect
        to the Facilities provided by Qwest hereunder at the network interface
        points located in the Qwest terminals and defined in the Specifications
        (as defined in Section 2.1 of this Exhibit A). As used herein, the term
        "Interconnection Facilities" shall mean transmission capacity provided
        by Customer or its third party supplier to extend the Facilities
        provided by Qwest from a Qwest terminal to any other location (e.g., a
        local access telephone service provided by a local telephone company).

1.6     For DS-3 Facilities and below, Qwest shall use reasonable efforts to
        order Interconnection Facilities on behalf of Customer from Customer's
        designated supplier, provided that Customer furnishes Qwest with an
        acceptable letter of agency. Customer shall be billed directly by the
        supplier of such Interconnection Facilities, and shall hold harmless and
        indemnify Qwest from any loss or liability incurred by Qwest as a result
        of Qwest's ordering Interconnection Facilities from any third party.
        Customer may, at its election, but subject to Qwest's prior written
        approval, order its own Interconnection Facilities. If any party other
        than Qwest provides Interconnection Facilities, then unavailability,
        incompatibility, delay in installation, or other impairment of
        Interconnection Facilities shall not excuse Customer's obligation to pay
        Qwest all Rates or charges applicable to the Facilities, whether or not
        such Facilities are useable by Customer. Qwest will not order
        Interconnection Facilities on behalf of Customer for OC-n Facilities.

2.      START OF SERVICES:

2.1     Start of service for each Facility (the "Start of Service Date") shall
        begin on the date on which Customer accepts delivery of such Facility.
        If Customer fails to give written notice that the Facility is in
        material non-compliance with the applicable standard Qwest network
        specifications, as modified from time to time by Qwest (the
        "Specifications") within five (5) business days after notification to
        Customer by Qwest that the Facility is available, Customer shall be
        deemed to have accepted such Facility, and the Start of Service Date
        shall commence as of the fifth day following such notification by Qwest.
        Following notice by Customer of material non-compliance as set forth
        above, Qwest shall promptly take such reasonable action as is necessary
        to correct any such non-compliance in the Facility and shall, upon
        correction, notify Customer of a new Start of Service Date.

2.2     Notwithstanding anything in Section 2.1 of this Exhibit A to the
        contrary, Customer may delay the Start of Service Date for any Facility
        for up to thirty (30) days from Qwest's



                              Qwest Communications
                          Confidential and Proprietary

                                        2
<PAGE>   19

        Estimated Availability Date by written notice to Qwest at least three
        (3) business days prior to any applicable Estimated Availability Date.

3.      RATES:

3.1     Qwest shall provide the Facilities at the rates (the "Rates") set forth
        in this Section 3 (exclusive of all sales, use, commercial or other
        taxes or license fees) and as shown on the Circuit Listing attached as
        Schedule A-1 to this Exhibit A. The Rates for each Facility also include
        certain Monthly Recurring and Non-Recurring charges, all as defined in
        this Section 3. The Non-Recurring charges will be waived for any
        Facility ordered hereunder with a Facility Minimum Service Term that is
        thirty-six (36) months or greater. Finally, the Rates vary depending on
        whether the Facilities are DS-1 or DS-3 or OC-n. The Rates are as
        follows:

        (a)    DS-1 FACILITIES RATES FOR IXC:

               (i)    BASE IXC RATES:

                      [*] per DS-0 V&H Mile.

               (ii)   DS-1 MONTHLY RECURRING CHARGES:

                      Minimum charge per DS-1 per month:  [*]

               (iii)  DS-1 NON-RECURRING CHARGES:

                      [*] installation charge per DS-1 for all services
                      and equipment.

        (b)    DS-3 FACILITIES RATES FOR IXC:

               (i)    BASE IXC RATES:

                      [*] per DS-0 V&H Mile.

               (ii)   DS-3 MONTHLY RECURRING CHARGES:

                      Minimum charges per DS-3 per month:  [*]

               (iii)  DS-3 NON-RECURRING CHARGES:

                      [*] installation charge per DS-3 for all services
                      and equipment.

        (c)    OC-n FACILITIES RATES FOR IXC:

               (i)    BASE IXC RATES:


--------------------
[*] Information redacted pursuant to a confidential treatment request
    throughout this exhibit.


                              Qwest Communications
                          Confidential and Proprietary

                                        3
<PAGE>   20

<TABLE>
<CAPTION>
                     FACILITY                  RATE
                     --------                  ----
                     <S>                       <C>
                     OC-3                      [*] per DS-0 V&H
                                               Mile
                     OC-12                     [*] per DS-0 V&H
                                               Mile
                     OC-48                     To be determined by
                                               Qwest on an ICB.
</TABLE>

               (ii)  OC-n MONTHLY RECURRING CHARGES:

                     Minimum charges per OC-n per month:

<TABLE>
<CAPTION>
                     FACILITY                  MINIMUM MRC
                     --------                  -----------
                     <S>                       <C>
                     OC-3                      [*]
                     OC-12                     [*]
                     OC-48                     To be determined by
                                               Qwest on an ICB.
</TABLE>

               (iii) OC-n NON-RECURRING CHARGES:

                     Installation charge per OC-n for all services and
                     equipment:
<TABLE>
<CAPTION>
                     FACILITY                  MINIMUM NRC
                     --------                  -----------
                     <S>                       <C>
                     OC-3                      [*]
                     OC-12                     [*]
                     OC-48                     To be determined by
                                               Qwest on an ICB.
</TABLE>

        (d)    OTHER CHARGES:

               In addition to the foregoing Facilities Rates for DS-1, DS-3 and
               OC-n Facilities for IXC, Customer shall pay to Qwest the
               following additional charges, as applicable, including any and
               all recurring charges imposed on Qwest for the handling of calls
               under this agreement:

               (i) OTHER MONTHLY RECURRING CHARGES:

<TABLE>
               <S>                                                 <C>
               ~  Channel Bank:                                    each [*] per month
               ~  DS-1 cross-connect charges:                      each [*] month plus any
                                                                   pass-through charges.
</TABLE>



--------------------
[*] Information redacted pursuant to a confidential treatment request
    throughout this exhibit.

                              Qwest Communications
                          Confidential and Proprietary

                                        4
<PAGE>   21

<TABLE>
               <S>                                                 <C>
               ~  DS-3 cross-connect charges:                      each [*]
               ~  Cross-connect charges:                           to another CAPS provider
                                                                   [*] each.
               ~  LTR charges:                                     charges incurred by LECs
                                                                   will be passed through to
                                                                   Customer to be paid by
                                                                   Customer.

               (ii)   OTHER NON-RECURRING CHARGES:

               ~  Expedited Order Charges:                         [*] each.
               ~  DACs rearrangements:                             each [*] per
                                                                   DS-1
               ~  Channel Bank:                                    each [*] installation
               ~  DS-1 cross-connect charges:                      each [*] installation
                                                                   plus any pass-through
                                                                   charges.
               ~  Change of order cross-connect charges:           [*] each DS-3, [*]
                                                                   each DS-1
               ~  Pre-engineering cancellation cross-connect:      [*] each DS-3, [*]
                                                                   each DS-1
               ~  Post-engineering cancellation of cross-connect:  [*] each DS-3, [*]
                                                                   each DS-1
</TABLE>

3.2     Qwest reserves the right, upon thirty (30) days prior written notice to
        Customer, to modify any of the Rates or charges described in this
        Exhibit A applicable to any Facility or Facilities. Upon receipt of
        written notice of such election, Customer may terminate the TSA, as per
        Section 8.1 thereof, or terminate the portion of the Service Order or
        Service Orders which pertain to such Facility or Facilities by
        delivering written notice of termination to Qwest within thirty (30)
        days of the date of the written notice of increase. If written notice of
        termination from Customer is not received within such thirty (30) day
        period, Customer will be deemed to have consented to the increase.

4.      FACILITY MINIMUM SERVICE TERM:

4.1     Customer acknowledges that the Rates and charges described in Section 3
        of this Exhibit A are based on the commitment of Customer to utilize the
        Facilities for a specified minimum period of time. Therefore,
        notwithstanding anything in the TSA to the contrary, Customer shall be
        liable for and shall pay to Qwest all Rates, fees and charges which
        accrue under the TSA for each Facility for the entire Facility Minimum
        Service Term (as defined in Section 4.2 of this Exhibit A) applicable to
        each such Facility, regardless of

--------------------
[*] Information redacted pursuant to a confidential treatment request
    throughout this exhibit.

                              Qwest Communications
                          Confidential and Proprietary

                                        5
<PAGE>   22

        whether or not Customer utilizes all or any part of such Facility during
        all or any part of the Facility Minimum Service Term applicable to such
        Facility, except as is set forth in Section 4.3 of this Exhibit A.

4.2     The "Facility Minimum Service Term" for each Facility is defined as
        follows:

        (a)     Six (6) months from Start of Service Date for DS-1 Facilities.

        (b)     Twelve (12) months from Start of Service Date for DS-3
                Facilities.

        (c)     Twelve (12) months from Start of Service Date for OC-3
                Facilities.

        (d)     Thirty-six (36) months from the Start of Service Date for OC-12
                or above Facilities.

4.3     Notwithstanding anything in this TSA to the contrary, Customer's
        obligation to pay all rates, fees and charges which accrue under this
        TSA for each Facility for the entire Facility Minimum Service Term
        applicable to each such Facility shall terminate, as to each such
        Facility, if this TSA is terminated during the Minimum Service Term
        which pertains to each such Facility: (a) by Customer, pursuant to
        Sections 8.1(a) or (b) of the TSA, following a Default by Qwest or an
        increase in prices; or (b) by Qwest, pursuant to Section 8.2(b) of the
        TSA, if termination by Qwest during the Minimum Service Term as to the
        Facility occurs other than because of a Default by Customer, or 8.2(c)
        of the TSA, if Qwest terminates this TSA because Qwest loses any
        required permits. Qwest recognizes that Customer's business needs may
        change during the Facility Minimum Service Term. Therefore, for any
        Facility ordered under this Agreement, Customer may, after the first six
        (6) months of such Facility Minimum Service Term, cancel said Facility,
        and order as a substitute an alternative Facility from Qwest on the
        Qwest owned fiber optic network. Any such Order must be: (a) for a like
        Facility Minimum Service Term (e.g., if original order was for one (1)
        year, new order must be for one (1) year; (b) will be filled at Qwest's
        discretion subject to network availability; and (c) for a Facility that
        has greater bandwidth than the originally ordered Facility (e.g., if
        original order specified a DS-3 Facility, any new order under this
        Section 4.4 must request an OC-3 Facility or above).

5.      OUTAGE CREDITS:

5.1     Customer acknowledges the possibility of an unscheduled, continuous
        and/or interrupted period of time when a Facility or Facilities are
        "unavailable" (as defined in the Specifications) (hereafter an
        "Outage"). In the event of an Outage, Customer shall be entitled to a
        credit (the "Outage Credit") determined according to the following
        formula:



                              Qwest Communications
                          Confidential and Proprietary

                                        6
<PAGE>   23

<TABLE>
               <S>             <C>
               OUTAGE CREDIT = HOURS OF OUTAGE - 2 HOURS X TOTAL MONTHLY CHARGE OF AFFECTED FACILITY
                               -------------------------
                                      720 HOURS
</TABLE>

5.2     The Outage Credit shall apply to the charges for the total mileage
        between end terminals of any Facility affected by an Outage; provided,
        however, that if any portion of the affected Facility remains
        beneficially used or useable by Customer between any intermediate
        terminals (where Customer has installed drop and insert capability) or
        end terminals, the Outage Credit shall not apply to that pro-rata
        portion of the mileage. The length of each Outage shall be calculated in
        hours and shall include fractional portions thereof. An Outage shall be
        deemed to have commenced upon verifiable notification thereof by
        Customer to Qwest, or, when indicated by network control information
        actually known to Qwest network personnel, whichever is earlier. Each
        Outage shall be deemed to terminate upon restoration of the affected
        Facility as evidenced by appropriate network tests by Qwest. Qwest shall
        give notice to Customer of any scheduled outage as early as is
        practicable, and a scheduled outage shall under no circumstance be
        viewed as an Outage hereunder.

5.3     Outage Credits shall not be granted if the malfunction of any end-to-end
        circuit is due to an Outage or other Defect occurring in Customer's
        Interconnection Facilities.

5.4     All Outage Credits shall be credited on the next monthly invoice for the
        affected Facility after receipt of Customer's request for credit. The
        total of all Outage Credits applicable to or accruing in any given month
        shall not exceed the amount payable by Customer to Qwest for that same
        month for such Facility.

5.5     The Outage Credit described in this Section 5 of Exhibit A shall be the
        sole and exclusive remedy of Customer in the event of any Outage, and
        under no circumstance shall an outage be deemed a Default under this
        TSA.



                              Qwest Communications
                          Confidential and Proprietary

                                        7
<PAGE>   24

        DATED AS OF the first date above-written.

                      Customer:     ATGI
                               -------------------------------------------------


                                    By: /s/ C. G. RUDOLPH
                                       -----------------------------------------

                                            Name: C. G. RUDOLPH
                                                 -------------------------------

                                            Title: Chairman & CEO
                                                  ------------------------------

                                            Date: 3-18-99
                                                 -------------------------------

                      Qwest Communications Corporation:

                                    By: /s/ GREGORY M. CASEY
                                       -----------------------------------------
                                            Name:  Gregory M. Casey
                                            Title:  Sr. Vice President,
                                                    Broadband Capacity

                                                    Date: 3-22-99
                                                         -----------------------



                              Qwest Communications
                          Confidential and Proprietary

                                        8
<PAGE>   25

                            SCHEDULE A-1 TO EXHIBIT A
                                       TO
           QWEST COMMUNICATIONS TELECOMMUNICATIONS SERVICES AGREEMENT

                            TECHNICAL SPECIFICATIONS

1.      INTERCONNECT SPECIFICATIONS:

1.1     The customer interconnection point of DS-1 & DS-3 signals at the Qwest
        (SPT) location will be at an industry standard (DSX-1) & (DSX-3) digital
        cross-connect panels and will be referred to as Qwest Network Interface
        in this document.

1.2     The DS-1 & DS-3 signals terminating at the Qwest digital cross-connect
        panels will meet the electrical specifications as defined in AT&T
        Compatibility Bulletin (CB) No. 119, Issue 3, October, 1979.

1.3     The Qwest Digital Network will be compatible with the Bell System
        hierarchical clock synchronization methods and stratum levels as
        described in Bellcore Technical Advisory (GR436-Core).

1.4     Customer equipment must also meet the interconnect specifications listed
        above and shall comply with jitter requirements of AT&T Technical
        Reference PUB 63411.

2.      PERFORMANCE OBJECTIVES:

2.1     DS1, DS3, OC-3, OC-12, OC-48, OC-3c, OC-12c, and OC-48c circuit
        performance will be measured using two parameters: Availability and
        Error-Free Seconds.

        The following assumptions apply to the derived data:

                ~       The circuits originate and terminate on the SONET OC-48
                        backbone

                ~       High speed protection switching: 1 for N, where N=2

                ~       MTTR for SONET equipment: 2 hours

                ~       MTTR for fiber optic cable: 12 hours (Bellcore Standard)

                ~       Cable cut rate: 4.39 /year/1,000 sheath miles (Bellcore
                        Standard)
                                The system includes three (3) DCS in Los
                                Angeles, Sacramento, and San Jose (although not
                                all circuits are routed through the DCS, they
                                are included in all the calculations)

2.2     Availability is a measure of the relative amount of time during which
        the circuit is available for use. According to CCITT and ANSI
        definitions, unavailability begins when



                              Qwest Communications
                          Confidential and Proprietary

                                        1
<PAGE>   26
        the Bit Error Ratio (BER) in each second is worse than 1.0 E-3 for a
        period of 10 consecutive seconds.

        INTER OFFICE CHANNEL (IOC): An Inter Office Channel refers to the Qwest
        Communications network between the points of presence (POP).

        OPTICAL CARRIER LEVEL 1 (OC-1): The optical signal that results from an
        optical conversion of an electrical STS-1 signal (51.840 Mb/s). This
        signal forms the basis of the interface.

                OC-3:   Optical Carrier level 3 signal operating at 155.520
                        Mb/s.

                OC-12:  Optical Carrier level 12 signal transmitting at 622.080
                        Mb/s.

                OC-48:  Optical Carrier level 48 signal transmitting at 2488.32
                        Mb/s.

        POINT OF PRESENCE (POP): A physical location where a long distance
        carrier terminates lines before connecting to the local exchange
        carrier, another carrier, or directly to a customer.

2.3     The availability objective for all circuits between Qwest Network
        Interface points specified above is to provide performance levels over a
        12 month period as follows:

<TABLE>
<CAPTION>
        V&H MILES                DS1, DS3, OC-3, OC-12,
                                 OC-48, OC-3c, OC-12c, and
                                 OC-48c
        --------------------     -------------------------
        <S>                      <C>
                0-2500                      99.999%
               2501-4000                    99.998%
</TABLE>

        This excludes any customer provided access links to the Qwest digital
        network.

2.4     Outages attributable to incidental damage to or severage of outside
        fiber optic cable plant, or scheduled maintenance is excluded from the
        performance objective stated above.

2.5     Error-Free Seconds (EFS) and Error Seconds (ES) are the primary measure
        of error performance. An Error-Free Second is defined as any second in
        which no bit errors are received. Conversely, an Error Second is any
        second in which one or more bit errors are received.



                              Qwest Communications
                          Confidential and Proprietary

                                        2
<PAGE>   27

3.      SONET: Synchronous Optical Network is a family of optical transmission
        rates and interface standards allowing internetworking of products from
        different vendors. Base optical rate is 51.840 Mb/s. Higher rates are
        direct multiples.

        SONET TRANSPORT: Facilities associated with carrying OC-1 or higher
        level signals.

        SYNCHRONOUS TRANSPORT SIGNAL LEVEL 1 (STS-1): The basic logical building
        block electrical signal with a rate of 51.840 Mb/s.

        SYNCHRONOUS TRANSPORT SIGNAL LEVEL N (STS-N): This electrical signal is
        obtained by byte interleaving N STS-1 signals together. The rate of the
        STS-N is N times 51.840 Mb/s.

        TERMINATING MULTIPLEX (TM): Provides the multiplex functions for
        multiplexing and demultiplexing between the DS1 or higher signal level
        and the SONET OC-N level.

4.      ACCEPTANCE CRITERIA. The acceptance criteria for DS1, DS3, OC-3, OC-12,
        OC-48, OC-3c, OC-12c, and OC-48c circuits between Qwest Network
        Interface points is to provide the performance levels shown below during
        a 60 minute test period. If no errors are observed during the first 15
        minutes of the test, the facility may be considered acceptable. Access
        connections to customer location will be tested in accordance with Bell
        Publication 62508.

           ~   The tables below are based on QCC owned fiber optic network only
               and on the Bellcore Specifications of the SONET delivery of DS1,
               DS3, OC-3, OC-12, OC-48, OC-3c, OC-12c, and OC-48c directly off
               the SONET Backbone.

           ~   If the DS1, DS3, OC-3, OC-12, OC-48, OC-3c, OC-12c, and OC-48c
               service is delivered at the STS1 level then the general
               performance objectives fall into the industry standard.

        DS1, DS3

        The table below defines the general performance objectives for DS1
        service operating at 1.544 Mb/s, and the general performance objectives
        for DS3 service operating at 45 Mb/s.

<TABLE>
<CAPTION>
                   V&H MILES               EFS                 BER
                   ---------               ---                 ---
                   <S>                   <C>                   <C>
                      0 - 250            99.988 %               10-15

                     251 - 500           99.983 %               10-15
</TABLE>



                              Qwest Communications
                          Confidential and Proprietary

                                        3
<PAGE>   28

<TABLE>
<CAPTION>
                   V&H MILES               EFS                 BER
                   ---------               ---                 ---
                   <S>                   <C>                   <C>
                    501 - 1000           99.971%                10-15

                    1001 - 1500          99.959%                10-15

                    1501 - 2000          99.948%                10-15

                    2001 - 2500          99.936%                10-15

                    2501 - 3000          99.925%                10-15

                    3001 - 3500          99.913%                10-15

                    3501 - 4000          99.902%                10-15
</TABLE>

        OC-3, 12, 48; OC-3c, 12c, 48c

        The table below defines the general performance objectives for OC-3,
        OC-12, OC-48, OC-3c, OC-12c, and OC-48c.

<TABLE>
<CAPTION>
                   V&H MILES               EFS                 BER
                   ---------               ---                 ---
                   <S>                     <C>                 <C>
                      0 - 250              99.989%              10-15

                     251 - 500             99.984%              10-15

                    501 - 1000             99.974%              10-15

                    1001 - 1500            99.964%              10-15

                    1501 - 2000            99.954%              10-15

                    2001 - 2500            99.944%              10-15

                    2501 - 3000            99.933%              10-15

                    3000 - 3500            99.923%              10-15

                    3501 - 4000            99.913%              10-15
</TABLE>



                              Qwest Communications
                          Confidential and Proprietary

                                        4
<PAGE>   29

                                    EXHIBIT B
                                       TO
                              QWEST COMMUNICATIONS
                      TELECOMMUNICATIONS SERVICES AGREEMENT

                  SWITCHED SERVICES SERVICE AND PRICING EXHIBIT



1.      QWEST SERVICES:

1.1     Qwest shall provide to Customer Switched Services ("Services" or
        "Switched Services"), subject to the terms and conditions of the TSA.
        During the Term of the TSA, Qwest will provide to Customer the Services
        requested by Customer in a Service Order accepted by Qwest.

2.      START OF SERVICES:

2.1     Services shall commence ("Start of Services") pursuant to each Service
        Order, with the activation of each circuit comprising Service
        Interconnections (as defined in Section 4.1 of this Exhibit B).

3.      FORECASTS:

3.1     Before Customer's initial order for Service, Customer shall provide
        Qwest with a forecast regarding the number of minutes expected to be
        terminated or originated in various LATAs and/or Tandems, so as to
        enable Qwest to configure optimum network arrangements. In the event
        Customer's service traffic volumes result in a lower than industry
        standard completion rate or otherwise adversely affect the Qwest
        Network, Qwest reserves the right to block the source of such adverse
        traffic upon written notice to Customer. Customer will provide Qwest
        with additional forecasts from time to time upon Qwest's request which
        shall not be more frequent than once every three (3) months.

4.      SERVICE INTERCONNECTIONS:

4.1     Customer shall establish dedicated T-1 access and interexchange
        facilities connections ("Service Interconnection(s)") between Customer's
        network and switching system under Customer's direct control or
        ownership and the Qwest network at one or more of Qwest's Points of
        Presence ("Qwest POP"). Qwest POP's are currently located in the cities
        identified on Schedule "B-5" attached hereto as the "Meet Point Cities".



                              Qwest Communications
                          Confidential and Proprietary

                                        1
<PAGE>   30

4.2     Customer shall deliver, or receive, its traffic at a Qwest POP via the
        Service Interconnections, as described in Section 4.1 of this Exhibit B
        or as specified in Section 4 of Exhibit D to the TSA. If, for any
        reason, Customer is unable or fails to deliver its traffic to a Qwest
        POP in a Meet Point City in accordance with Section 4.1 of this Exhibit
        B, Qwest may, at its option, establish a Service Interconnection for
        such traffic ("Backhaul Services") for and on behalf of Customer to the
        nearest Qwest POP having available capacity as determined by Qwest. In
        such event, Customer shall pay to Qwest charges for Backhaul Services at
        Qwest's then current rates, which shall be based on a per DS-0 V&H
        mileage charge.

4.3     Prior to Qwest's acceptance of a Service Order which requests Services
        through any Meet Point Cities, Qwest reserves the right to add or remove
        Meet Point Cities to or from the list attached at Schedule B-7, and
        shall endeavor to provide Customer with reasonable advance notice of any
        additions or removals.

4.4     In addition to the foregoing amounts, within thirty (30) days of the
        Service Date, Customer shall pay to Qwest a non-recurring charge of [*]
        for each Service Interconnection installed at each service location,
        except that if more than one Service Interconnection is installed at a
        single service location simultaneously, Customer shall pay to Qwest [*]
        for each additional Service Interconnection beyond the first Service
        Interconnection installed at each such location. The Non-Recurring
        charges will be waived for all individual circuit orders of thirty-six
        (36) months or greater term.

5.      CALL DETAIL RECORDS:

5.1     Upon request from Customer, Qwest shall provide Call Detail Records
        ("CDR's") for the Services on compact disc(s) ("CDR Compact Disc(s)").
        Qwest shall provide to Customer one (1) CDR per month. Monthly CDR
        Compact Discs under this Subsection are provided at a recurring charge
        of [*] per month for the first disc, and [*] for each additional disc.

6.      MINIMUM USAGE AND TERMINATION FEE:

6.1     Customer hereby agrees that, commencing with the first day of the fourth
        full calendar month after the Start of Services, and ending upon
        termination of the TSA, Customer shall maintain an average loading of
        traffic of not less than [*] minutes of use per Service Interconnection
        per calendar month/billing cycle, averaged over all Service
        Interconnections in each Customer trunk group ("Minimum Usage
        Requirement"). If Customer fails to meet the Minimum Usage Requirement
        in any calendar month/billing

--------------------
[*] Information redacted pursuant to a confidential treatment request
    throughout this exhibit.

                              Qwest Communications
                          Confidential and Proprietary

                                        2
<PAGE>   31
        cycle, Customer expressly authorizes Qwest to add a surcharge to the
        next subsequent invoice of [*] of use per Service Interconnection for
        each minute of under-utilization for such calendar month/billing cycle.

7.      ROUNDING

7.1     Currently, Qwest Switched Services, Termination, 8XX Origination, and
        Switchless Resale, utilize "bulk rounding". For the purposes of this
        agreement, bulk rounding is defined as carrying over the 3rd and 4th
        place amounts of a call charge to the next call, and continuing to do so
        until one full cent ($.01) is accrued. When this has occurred, the cent
        is applied to the next call. In addition, Qwest Switched Services employ
        [*], which means that all calls are [*], as opposed to [*] (e.g. initial
        and incremental).

8.      PRICING/RATES

8.1     Qwest's charges for terminating switched calls under the TSA shall be as
        specified in the attached Schedules B-1 and B-2. Qwest's charges for
        originating calls under the TSA shall be as specified in the attached
        Schedule B-3. Qwest's charges for switchless reseller services shall be
        as specified in the attached Schedule B-4.

9.      SERVICE/PRICE MODIFICATIONS

9.1     Qwest reserves the right, at any time during the Term of this TSA, upon
        thirty (30) days prior written notice to Customer, to modify domestic
        rates. Upon receipt of written notice of such election, Customer may
        terminate the TSA, as per Section 8.1 thereof, or terminate the portion
        of the Service Order or Service Orders which pertain to such Facility or
        Facilities by delivering written notice of termination to Qwest within
        thirty (30) days of the date of the written notice of increase. If
        Customer's written notification is not received within ten (10) days of
        the effective date of the price increase, Customer shall be deemed to
        have consented to such price increase. Qwest also reserves the right, at
        any time during the Term of this TSA, upon fifteen (15) days prior
        written notice to Customer, to modify international rates and any other
        prices described in this Exhibit B. Upon receipt of written notice of
        such an election and in the event of a material rate increase (10%
        increase) by Qwest which materially affects Customer's actual usage
        hereunder, Customer shall receive a pro rata reduction in its Total
        Minimum Commitment (as defined in Exhibit D); provided, however,
        Customer must notify Qwest in writing setting forth in reasonable detail
        its basis for determining the materiality of the increase and the
        affects on actual usage. If Customer's written notification is not
        received within ten (10) days of the effective date of the price
        increase, Customer shall be deemed

--------------------
[*] Information redacted pursuant to a confidential treatment request
    throughout this exhibit.

                              Qwest Communications
                          Confidential and Proprietary

                                        3
<PAGE>   32

        to have consented to such price increase. For purposes of determining
        any pro rata reduction in the Total Minimum Commitment, Qwest shall use
        as a basis Customer's usage for the applicable rate element and average
        the immediately preceding three months. By way of example, if Customer's
        average for the immediate preceding 3 months is $1000 and Customer has
        twelve (12) months left on the Initial Term, in the event of an
        applicable rate increase Qwest would reduce the Total Minimum Revenue
        Commitment 12 months times $1000 (equaling $12,000 for an overall
        reduction).

10.     GOVERNMENTAL AUTHORITY:

10.1    In the absence of Automatic Number Identification ("ANI") of the calling
        party, Qwest shall use the area code and prefix of the originating trunk
        group to determine whether a call is interstate or intrastate, and to
        calculate the corresponding charges for that call. Qwest may, from time
        to time, request that Customer provide Qwest with a written
        certification (the "Certification") of the percentage of interstate
        calls, including international and intrastate minutes of use, compared
        to the minutes of traffic to be terminated in the same state, in form
        and substance reasonably satisfactory to Qwest.

        DATED AS OF the first date above-written.

                             Customer:

                             By:  /s/ C. G. RUDOLPH
                                ------------------------------------------------

                             Name:  C. G. RUDOLPH
                                  ----------------------------------------------

                             Title:  Chairman & CEO
                                   ---------------------------------------------

                             Date:  3-18-99
                                  ----------------------------------------------


                             QWEST COMMUNICATIONS CORPORATION:

                             By:  /s/ GREGORY M. CASEY
                                ------------------------------------------------
                             Name: Gregory M. Casey
                             Title: Sr. Vice President, Broadband Capacity

                             Date:  3-22-99
                                  ----------------------------------------------



                              Qwest Communications
                          Confidential and Proprietary

                                        4
<PAGE>   33












                              Qwest Communications
                          Confidential and Proprietary

                                        5
<PAGE>   34

                                  SCHEDULE B-1
                               SERVICE DESCRIPTION
               QWEST EXPRESS RBOC/ITC TERMINATING SWITCHED SERVICE

1.      GENERAL

1.1     Interstate rates are per Local Access and Transport Area ("LATA") and
        are for LATA-wide termination. Regional Bell Operating Company ("RBOC")
        rates apply to all traffic terminating in RBOC territories, and
        independent telephone company ("ITC") rates, or Non-Bell rates, apply to
        all traffic terminating in ITC ("Non-RBOC") territories. For the
        purposes of billing the appropriate territory, the OCN number of the
        terminating carrier will be used. OCN numbers of 9000 and above shall be
        classified as RBOC; and OCN numbers less than 9000 shall be classified
        as "ITC", or Non-RBOC.

1.2     Intrastate rates are per State and are for State-wide termination. For
        the purposes of determining each call's jurisdiction, the originating
        and terminating information present in the call stream will be
        evaluated. In the event that either the originating or terminating
        information is not available to Qwest's billing system, the
        classification of the call, for rating purposes, will default to the
        Interstate classification. To the extent that calls are defaulted to the
        Interstate classification, and to the extent Customer's traffic of this
        nature includes intrastate traffic, Customer shall provide to Qwest in
        writing, on a monthly basis, the "Percentage of Inter/Intra-state Usage"
        on a state-by-state basis, by LEC, for the traffic terminated by Qwest
        hereunder.

1.3     Rates shown in the Qwest Express RBOC/ITC Interstate and Intrastate Rate
        Exhibits are shown in terms of full minutes and are billed in [*]
        increments. Qwest reserves the right to charge excessive quantities of
        short duration calls (i.e. calls under [*] in length) a minimum of [*]
        per answered call. Rates shown in the Qwest Express RBOC/ITC Interstate
        and Intrastate Rate Exhibits are Base Rates. Discounts, if any, will be
        applied as specified in Schedule B-8 to this Exhibit B.

--------------------
[*] Information redacted pursuant to a confidential treatment request
    throughout this exhibit.

                              Qwest Communications
                          Confidential and Proprietary

                                        1
<PAGE>   35
[QWEST LOGO]
<TABLE>
<CAPTION>
                                                           QWEST EXPRESS
                                                    INTERSTATE TERMINATION RATES


LATA     PRIMARY                     BASE RATES - SWITCH MEETPOINT                          BASE RATES - POP MEETPOINT
          STATE        NE         MW         NW         S         SE         SW       POP NE     POP MW      POP S     POP SW
                    ----------------------------------------------------------------------------------------------------------
<S>      <C>        <C>        <C>        <C>        <C>        <C>        <C>        <C>        <C>        <C>        <C>
 120        ME      [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]
 122        NH      [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]
 124        VT      [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]
 126        MA      [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]
 128        MA      [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]
 130        RI      [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]
 132        NY      [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]
 133        NY      [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]
 134        NY      [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]
 136        NY      [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]
 138        NY      [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]
 140        NY      [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]
 220        NJ      [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]
 222        NJ      [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]
 224        NJ      [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]
 226        PA      [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]
 228        PA      [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]
 230        PA      [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]
 232        PA      [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]
 234        PA      [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]
 236        DC      [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]
 238        MD      [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]
 240        MD      [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]
 242        MD      [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]
 244        VA      [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]
 246        VA      [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]
 248        VA      [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]
 250        VA      [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]
 252        VA      [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]
 254        WV      [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]

                                                                                                                         EXHIBIT B-1
</TABLE>

--------------------
[*] Information redacted pursuant to a confidential treatment request
    throughout this exhibit.
<PAGE>   36
<TABLE>
<CAPTION>
                                                           QWEST EXPRESS
                                                    INTERSTATE TERMINATION RATES


LATA     PRIMARY                     BASE RATES - SWITCH MEETPOINT                          BASE RATES - POP MEETPOINT
          STATE        NE         MW         NW         S         SE         SW       POP NE     POP MW      POP S     POP SW
                    ----------------------------------------------------------------------------------------------------------
<S>      <C>        <C>        <C>        <C>        <C>        <C>        <C>        <C>        <C>        <C>        <C>
 256        WV      [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]
 320        OH      [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]
 322        OH      [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]
 324        OH      [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]
 325        OH      [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]
 326        OH      [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]
 328        OH      [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]
 330        IN      [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]
 332        IN      [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]
 334        IN      [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]
 336        IN      [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]
 338        IN      [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]
 340        MI      [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]
 342        MI      [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]
 344        MI      [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]
 346        MI      [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]
 348        MI      [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]
 350        WI      [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]
 352        WI      [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]
 354        WI      [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]
 356        WI      [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]
 358        IL      [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]
 360        IL      [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]
 362        IL      [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]
 364        IL      [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]
 366        IL      [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]
 368        IL      [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]
 370        IL      [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]
 374        IL      [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]
 376        IL      [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]
</TABLE>

--------------------
[*] Information redacted pursuant to a confidential treatment request
    throughout this exhibit.
<PAGE>   37
<TABLE>
<CAPTION>
                                                           QWEST EXPRESS
                                                    INTERSTATE TERMINATION RATES


LATA     PRIMARY                     BASE RATES - SWITCH MEETPOINT                          BASE RATES - POP MEETPOINT
          STATE        NE         MW         NW         S         SE         SW       POP NE     POP MW      POP S     POP SW
                    ----------------------------------------------------------------------------------------------------------
<S>      <C>        <C>        <C>        <C>        <C>        <C>        <C>        <C>        <C>        <C>        <C>
 420        NC      [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]
 422        NC      [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]
 424        NC      [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]
 426        NC      [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]
 428        NC      [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]
 430        SC      [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]
 432        SC      [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]
 434        SC      [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]
 436        SC      [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]
 438        GA      [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]
 440        GA      [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]
 442        GA      [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]
 444        GA      [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]
 446        GA      [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]
 448        FL      [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]
 450        FL      [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]
 452        FL      [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]
 454        FL      [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]
 456        FL      [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]
 458        FL      [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]
 460        FL      [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]
 462        KY      [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]
 464        KY      [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]
 466        KY      [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]
 468        TN      [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]
 470        TN      [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]
 472        TN      [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]
 474        TN      [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]
 476        AL      [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]
 477        AL      [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]
</TABLE>

--------------------
[*] Information redacted pursuant to a confidential treatment request
    throughout this exhibit.
<PAGE>   38
[QWEST LOGO]
<TABLE>
<CAPTION>
                                                           QWEST EXPRESS
                                                    INTERSTATE TERMINATION RATES


LATA     PRIMARY                     BASE RATES - SWITCH MEETPOINT                          BASE RATES - POP MEETPOINT
          STATE        NE         MW         NW         S         SE         SW       POP NE     POP MW      POP S     POP SW
                    ----------------------------------------------------------------------------------------------------------
<S>      <C>        <C>        <C>        <C>        <C>        <C>        <C>        <C>        <C>        <C>        <C>
 478        AL      [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]
 480        AL      [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]
 482        MS      [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]
 484        MS      [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]
 486        LA      [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]
 488        LA      [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]
 490        LA      [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]
 492        LA      [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]
 520        MO      [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]
 521        MO      [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]
 522        MO      [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]
 524        MO      [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]
 526        AR      [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]
 528        AR      [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]
 530        AR      [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]
 532        KS      [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]
 534        KS      [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]
 536        OK      [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]
 538        OK      [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]
 540        TX      [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]
 542        TX      [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]
 544        TX      [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]
 546        TX      [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]
 548        TX      [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]
 550        TX      [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]
 552        TX      [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]
 554        TX      [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]
 556        TX      [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]
 558        TX      [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]
 560        TX      [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]
</TABLE>

--------------------
[*] Information redacted pursuant to a confidential treatment request
    throughout this exhibit.
<PAGE>   39
<TABLE>
<CAPTION>
                                                           QWEST EXPRESS
                                                    INTERSTATE TERMINATION RATES


LATA     PRIMARY                     BASE RATES - SWITCH MEETPOINT                          BASE RATES - POP MEETPOINT
          STATE        NE         MW         NW         S         SE         SW       POP NE     POP MW      POP S     POP SW
                    ----------------------------------------------------------------------------------------------------------
<S>      <C>        <C>        <C>        <C>        <C>        <C>        <C>        <C>        <C>        <C>        <C>
 674        WA      [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]
 676        WA      [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]
 720        NV      [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]
 721        NV      [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]
 722        CA      [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]
 724        CA      [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]
 726        CA      [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]
 728        CA      [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]
 730        CA      [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]
 732        CA      [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]
 734        CA      [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]
 736        CA      [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]
 738        CA      [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]
 740        CA      [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]
 820        PR      [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]
 822       USVI     [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]
 832        AK      [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]
 834        HI      [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]
 836    MID/WAKE    [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]
 920        CT      [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]
 921        NY      [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]
 922        OH      [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]
 923        OH      [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]
 924        PA      [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]
 927        VA      [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]
 928        VA      [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]
 929        VA      [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]
 930        VA      [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]
 932        WV      [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]
 937        IN      [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]
</TABLE>

--------------------
[*] Information redacted pursuant to a confidential treatment request
    throughout this exhibit.
<PAGE>   40
<TABLE>
<CAPTION>
                                                           QWEST EXPRESS
                                                    INTERSTATE TERMINATION RATES


LATA     PRIMARY                     BASE RATES - SWITCH MEETPOINT                          BASE RATES - POP MEETPOINT
          STATE        NE         MW         NW         S         SE         SW       POP NE     POP MW      POP S     POP SW
                    ----------------------------------------------------------------------------------------------------------
<S>      <C>        <C>        <C>        <C>        <C>        <C>        <C>        <C>        <C>        <C>        <C>
 562        TX      [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]
 564        TX      [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]
 566        TX      [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]
 568        TX      [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]
 570        TX      [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]
 620        MN      [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]
 624        MN      [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]
 626        MN      [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]
 628        MN      [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]
 630        IA      [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]
 632        IA      [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]
 634        IA      [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]
 635        IA      [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]
 636        ND      [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]
 638        ND      [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]
 640        SD      [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]
 644        NE      [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]
 646        NE      [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]
 648        MT      [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]
 650        MT      [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]
 652        ID      [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]
 654        WY      [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]
 656        CO      [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]
 658        CO      [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]
 660        UT      [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]
 664        NM      [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]
 666        AZ      [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]
 668        AZ      [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]
 670        OR      [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]
 672        OR      [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]
</TABLE>



--------------------
[*] Information redacted pursuant to a confidential treatment request
    throughout this exhibit.
<PAGE>   41
<TABLE>
<CAPTION>
                                                           QWEST EXPRESS
                                                    INTERSTATE TERMINATION RATES


LATA     PRIMARY                     BASE RATES - SWITCH MEETPOINT                          BASE RATES - POP MEETPOINT
          STATE        NE         MW         NW         S         SE         SW       POP NE     POP MW      POP S     POP SW
                    ----------------------------------------------------------------------------------------------------------
<S>      <C>        <C>        <C>        <C>        <C>        <C>        <C>        <C>        <C>        <C>        <C>
 938        IN      [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]
 939        FL      [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]
 949        NC      [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]
 951        NC      [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]
 952        FL      [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]
 953        FL      [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]
 955        AL      [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]
 956        TN      [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]
 958        NE      [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]
 960        ID      [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]
 961        TX      [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]
 963        MT      [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]
 973        CA      [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]
 974        NY      [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]
 976        IL      [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]
 977        IL      [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]
 978        IL      [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]
 980        AZ      [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]
 981        AZ      [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]
</TABLE>



--------------------
[*] Information redacted pursuant to a confidential treatment request
    throughout this exhibit.
<PAGE>   42
                                  [QWEST LOGO]

                                 Qwest Express
                          Intrastate Termination Rates

<TABLE>
<CAPTION>
STATE          BASE RATES
-----          ----------
<S>            <C>
AL              [*]
AR              [*]
AZ              [*]
CA              [*]
CO              [*]
CT              [*]
DC              [*]
DE              [*]
FL              [*]
GA              [*]
IA              [*]
ID              [*]
IL              [*]
IN              [*]
KS              [*]
KY              [*]
LA              [*]
MA              [*]
MD              [*]
ME              [*]
MI              [*]
MN              [*]
MO              [*]
MS              [*]
MT              [*]
NC              [*]
ND              [*]
NE              [*]
NH              [*]
NJ              [*]
NM              [*]
NV              [*]
NY              [*]
OH              [*]
OK              [*]
OR              [*]
PA              [*]
RI              [*]
SC              [*]
SD              [*]
TN              [*]
TX              [*]
UT              [*]
VA              [*]
VT              [*]
WA              [*]
WI              [*]
WV              [*]
WY              [*]
</TABLE>



--------------------
[*] Information redacted pursuant to a confidential treatment request
    throughout this exhibit.

<PAGE>   43
[QWEST LOGO]                                         Carrier International Rates


<TABLE>
<CAPTION>
                                         Country                City
Country                                    Code                Code(s)                      Rate
-------                                 ----------     -------------------------          -------
<S>                                     <C>            <C>                                <C>
Afghanistan                                  93                  N/A                      [*]

Albania                                     355                  N/A                      [*]

Algeria                                     213                  N/A                      [*]

American Samoa                              684                  N/A                      [*]

Andorra                                     376                  N/A                      [*]

Angola                                      244                  N/A                      [*]

Anguilla                                  809/264                N/A                      [*]

Antarctica (CASEY & SCOTT)                  672                  N/A                      [*]

Antigua                                   NPA 268                N/A                      [*]

Argentina                                    54                  N/A                      [*]

Argentina (Mobile)                           54        20, 21, 22, 26, 28, 30, 40         [*]

Armenia                                     374                  N/A                      [*]

Aruba                                       297                  N/A                      [*]

Ascension Island                            247                  N/A                      [*]

Australia                                    61                  N/A                      [*]

Australia (Mobile)                           61        14, 15, 16, 17, 18, 19, 4,
                                                                 500                      [*]

Austria                                      43                  N/A                      [*]

Azerbaijan                                  994                  N/A                      [*]

Azores                                      992                  N/A                      [*]

Bahamas                                   NPA 242                N/A                      [*]

Bahrain                                     973                  N/A                      [*]

Bangladesh                                  880                  N/A                      [*]

Barbados                                    246                  N/A                      [*]

Belarus                                     375                  N/A                      [*]

Belgium                                      32                  N/A                      [*]

Belgium (Mobile)                             32        16, 17, 18, 45, 47, 49, 7,
                                                       88, 90, 94, 95, 96, 98             [*]

Belize                                      501                  N/A                      [*]

Benin                                       229                  N/A                      [*]

Bermuda                                     809                  N/A                      [*]

Bhutan                                      975                  N/A                      [*]
</TABLE>



--------------------
[*] Information redacted pursuant to a confidential treatment request
    throughout this exhibit.




                                                                     Exhibit B-2
<PAGE>   44
[QWEST LOGO]                                         Carrier International Rates


<TABLE>
<CAPTION>
                                         Country                City
Country                                    Code                Code(s)                      Rate
-------                                 ----------     -------------------------          -------
<S>                                     <C>            <C>                                <C>
Bolivia                                     591                  N/A                      [*]

Bosnia & Herzegovina                        387                  N/A                      [*]

Botswana                                    267                  N/A                      [*]

Brazil                                       55                  N/A                      [*]

British Virgin Islands                      809                  N/A                      [*]

Brunei                                      673                  N/A                      [*]

Bulgaria                                    359                  N/A                      [*]

Burkina Faso                                226                  N/A                      [*]

Burundi                                     257                  N/A                      [*]

Cambodia                                    855                  N/A                      [*]

Cameroon                                    237                  N/A                      [*]

Canada (NPA 204)                             2                   N/A                      [*]

Canada (NPA 250)                             2                   N/A                      [*]

Canada (NPA 306)                             2                   N/A                      [*]

Canada (NPA 403)                             2                   N/A                      [*]

Canada (NPA 416)                             2                   N/A                      [*]

Canada (NPA 418)                             2                   N/A                      [*]

Canada (NPA 506)                             2                   N/A                      [*]

Canada (NPA 514)                             2                   N/A                      [*]

Canada (NPA 519)                             2                   N/A                      [*]

Canada (NPA 604)                             2                   N/A                      [*]

Canada (NPA 613)                             2                   N/A                      [*]

Canada (NPA 705)                             2                   N/A                      [*]

Canada (NPA 709)                             2                   N/A                      [*]

Canada (NPA 807)                             2                   N/A                      [*]

Canada (NPA 819)                             2                   N/A                      [*]

Canada (NPA 867)                             2                   N/A                      [*]

Canada (NPA 902)                             2                   N/A                      [*]

Canada (NPA 905)                             2                   N/A                      [*]

Cape Verde Islands                          238                  N/A                      [*]

Cayman Islands                            809/345                N/A                      [*]

Central African Republic                    236                  N/A                      [*]
</TABLE>



--------------------
[*] Information redacted pursuant to a confidential treatment request
    throughout this exhibit.


<PAGE>   45
[QWEST LOGO]                                         Carrier International Rates


<TABLE>
<CAPTION>
                                         Country                City
Country                                    Code                Code(s)                      Rate
-------                                 ----------     -------------------------          -------
<S>                                     <C>            <C>                                <C>
Chad                                        235                  N/A                      [*]

Chile                                        56                  N/A                      [*]

Chile (Mobile)                               56                   9                       [*]

China (Mobile)                               86                13, 8, 9                   [*]

China, People's Republic of                  86                  N/A                      [*]

Christmas & Cocos Islands                   672                  N/A                      [*]

Colombia                                     57                  N/A                      [*]

Colombia (Mobile)                            57                   3                       [*]

Comoros                                     269                  N/A                      [*]

Congo, Republic of                          242                  N/A                      [*]

Cook Islands                                682                  N/A                      [*]

Costa Rica                                  506                  N/A                      [*]

Costa Rica (Mobile)                         506               283, 284, 3                 [*]

Croatia                                     385                  N/A                      [*]

Cuba                                         53                  N/A                      [*]

Cyprus                                      357                  N/A                      [*]

Czech Republic                              420                  N/A                      [*]

Denmark                                      45                  N/A                      [*]

Denmark (Mobile)                             45        20, 21, 22, 26, 28, 30, 40         [*]

Diego Garcia                                246                  N/A                      [*]

Djibouti                                    253                  N/A                      [*]

Dominica                                    809                  N/A                      [*]

Dominican Republic                          809                  N/A                      [*]

Ecuador                                     593                  N/A                      [*]

Ecuador                                     593                   9                       [*]

Egypt                                        20                  N/A                      [*]

El Salvador                                 503                  N/A                      [*]

El Salvador (Mobile)                        503                   8                       [*]

Equatorial Guinea                           240                  N/A                      [*]

Eritrea                                     291                  N/A                      [*]

Estonia                                     372                  N/A                      [*]

Ethiopia                                    251                  N/A                      [*]
</TABLE>




--------------------
[*] Information redacted pursuant to a confidential treatment request
    throughout this exhibit.

<PAGE>   46
[QWEST LOGO]                                         Carrier International Rates


<TABLE>
<CAPTION>
                                         Country                City
Country                                    Code                Code(s)                      Rate
-------                                 ----------     -------------------------          -------
<S>                                     <C>            <C>                                <C>
Faeroe Islands                              298                  N/A                      [*]

Falkland Islands                            500                  N/A                      [*]

Fiji Islands                                679                  N/A                      [*]

Finland                                     358                  N/A                      [*]

France                                       33                  N/A                      [*]

France (Mobile)                              33                   6                       [*]

French Antilles (incl. Martinique)          596                  N/A                      [*]

French Guiana                               594                  N/A                      [*]

French Polynesia                            689                  N/A                      [*]

Gabon Republic                              241                  N/A                      [*]

Gambia                                      220                  N/A                      [*]

Georgia                                     995                  N/A                      [*]

Germany                                      49                  N/A                      [*]

Germany (Mobile)                             49                 16, 17                    [*]

Ghana                                       233                  N/A                      [*]

Gibraltar                                   350                  N/A                      [*]

Greece                                       30                  N/A                      [*]

Greenland                                   299                  N/A                      [*]

Grenada                                     809                  N/A                      [*]

Guadeloupe                                  590                  N/A                      [*]

Guam                                        671                  N/A                      [*]

Guantanamo Bay                               53                  N/A                      [*]

Guatemala                                   502                  N/A                      [*]

Guatemala (Mobile)                          502                  20                       [*]

Guinea                                      224                  N/A                      [*]

Buinea-Bissau                               245                  N/A                      [*]

Guyana                                      592                  N/A                      [*]

Haiti                                       509                  N/A                      [*]

Honduras                                    504                  N/A                      [*]

Hong Kong                                   852                  N/A                      [*]

Hong Kong (Mobile)                          852        1, 2, 812, 819, 821, 9             [*]

Hungary                                      36                  N/A                      [*]
</TABLE>


--------------------
[*] Information redacted pursuant to a confidential treatment request
    throughout this exhibit.

<PAGE>   47
                                                     Carrier International Rates


<TABLE>
<CAPTION>
                                         Country                City
Country                                    Code                Code(s)                      Rate
-------                                 ----------     -------------------------          -------
<S>                                     <C>            <C>                                <C>
Iceland                                     354                  N/A                      [*]

India                                        91                  N/A                      [*]

India (Mobile)                               91                   98                      [*]

Indonesia                                    62                  N/A                      [*]

INMARSAT Atlantic East                       871                 N/A                      [*]

INMARSAT Atlantic West                      874                  N/A                      [*]

INMARSAT Indian                             873                  N/A                      [*]

INMARSAT Pacific                            872                  N/A                      [*]

Iran                                         98                  N/A                      [*]

Iraq                                        964                  N/A                      [*]

Ireland                                     353                  N/A                      [*]

Ireland (Mobile)                            353                    8                      [*]

Israel                                      972                  N/A                      [*]

Israel (Mobile)                             972                    5                      [*]

Italy/Vatican City                           39                  N/A                      [*]

                                                    330, 335, 336, 337, 338,
Italy/Vatican City (Mobile)                  39        347, 348, 360, 368                 [*]

Ivory Coast                                 225                  N/A                      [*]

Jamaica                                   809/876                N/A                      [*]

Japan                                        81                  N/A                      [*]

                                                    10, 20, 30, 31, 40, 50, 60,
Japan (Mobile)                               81            61, 70, 80, 90                 [*]

Jordan                                      962                  N/A                      [*]

Jordan (Mobile)                             962                   79                      [*]

Kazakhstan                                    7         310-318, 320-330, 336             [*]

Kenya                                       254                  N/A                      [*]

Kiribati                                    686                  N/A                      [*]

Korea, North                                850                  N/A                      [*]

Korea, South                                 82                  N/A                      [*]

Korea, South (Mobile)                        82                    1                      [*]

Kuwait                                      965                  N/A                      [*]

Kuwait (Mobile)                             965                    9                      [*]

Kyrgystan                                 7 or 996               N/A                      [*]
</TABLE>


-----------------------
[*]  Information redacted pursuant to a confidential treatment request
     throughout this exhibit.

<PAGE>   48
                                                     Carrier International Rates


<TABLE>
<CAPTION>
                                         Country                City
Country                                    Code                Code(s)                      Rate
-------                                 ----------     -------------------------          -------
<S>                                     <C>            <C>                                <C>
Kyrgyzstan (Mobile)                      7 or 996      31, 32, 34, 35, 36, 37, 39         [*]

Laos                                        856                  N/A                      [*]

Latvia                                      371                  N/A                      [*]

Lebanon                                     961                  N/A                      [*]

Lebanon (Mobile)                            961                    3                      [*]

Lesotho                                     266                  N/A                      [*]

Liberia                                     231                  N/A                      [*]

Libya                                       218                  N/A                      [*]

Liechtenstein                                41                   75                      [*]

Lithuania                                   370                  N/A                      [*]

Luxembourg                                  352                  N/A                      [*]

Macau                                       853                  N/A                      [*]

Macedonia                                   389                  N/A                      [*]

Madagascar                                  261                  N/A                      [*]

Malawi                                      265                  N/A                      [*]

Malaysia                                     60                  N/A                      [*]

Maldives                                    960                  N/A                      [*]

Mali Republic                               223                  N/A                      [*]

Malta                                       356                  N/A                      [*]

Marshall Islands                            692                  N/A                      [*]

Mauritania                                  222                  N/A                      [*]

Mauritius                                   230                  N/A                      [*]

Mayotte Island                              269                  N/A                      [*]

Mexico - Rate Step 1                        N/A                  N/A                      [*]

Mexico - Rate Step 2                        N/A                  N/A                      [*]

Mexico - Rate Step 3                        N/A                  N/A                      [*]

Mexico - Rate Step 4                        N/A                  N/A                      [*]

Mexico - Rate Step 5                        N/A                  N/A                      [*]

Mexico - Rate Step 6                        N/A                  N/A                      [*]

Mexico - Rate Step 7                        N/A                  N/A                      [*]

Mexico - Rate Step 8                        N/A                  N/A                      [*]

Micronesia                                  691                  N/A                      [*]
</TABLE>



--------------------
[*] Information redacted pursuant to a confidential treatment request
    throughout this exhibit.

<PAGE>   49
                                                     Carrier International Rates


<TABLE>
<CAPTION>
                                         Country                City
Country                                    Code                Code(s)                      Rate
-------                                 ----------     -------------------------          -------
<S>                                     <C>            <C>                                <C>
Moldova                                     373                  N/A                      [*]

Monaco                                      377                  N/A                      [*]

Mongolia                                    976                  N/A                      [*]

Montserrat                                  664                  N/A                      [*]

Morocco                                     212                  N/A                      [*]

Mozambique                                  258                  N/A                      [*]

Myanmar (Formerly Burma)                     95                  N/A                      [*]

Namibia                                     264                  N/A                      [*]

Nauru                                       674                  N/A                      [*]

Nepal                                       977                  N/A                      [*]

Netherlands                                  31                  N/A                      [*]

Netherlands (Mobile)                         31                  6, 9                     [*]

Netherlands Antilles                        599                  N/A                      [*]

Nevis                                       869                  N/A                      [*]

New Caledonia                               687                  N/A                      [*]

New Zealand                                  64                  N/A                      [*]

New Zealand (Mobile)                         64        21, 22, 23, 24, 25, 26, 29,
                                                                 8, 900                   [*]

Nicaragua                                   505                  N/A                      [*]

Niger Republic                              227                  N/A                      [*]

Nigeria                                     234                  N/A                      [*]

Niue                                        683                  N/A                      [*]

Norfolk Island                              672                  N/A                      [*]

Northern Mariana Islands                    670                  N/A                      [*]

Norway                                       47                  N/A                      [*]

Norway (Mobile)                              47               90, 92, 94                  [*]

Oman                                        968                  N/A                      [*]

Pakistan                                     92                  N/A                      [*]

Palau, Republic of                          680                  N/A                      [*]

Panama, Republic of                         507                  N/A                      [*]

Papua New Guinea                            675                  N/A                      [*]

Paraguay                                    595                  N/A                      [*]

Peru                                         51                  N/A                      [*]
</TABLE>



--------------------
[*] Information redacted pursuant to a confidential treatment request
    throughout this exhibit.
<PAGE>   50
                                                     Carrier International Rates


<TABLE>
<CAPTION>
                                         Country                City
Country                                    Code                Code(s)                      Rate
-------                                 ----------     -------------------------          -------
<S>                                     <C>            <C>                                <C>
Peru (Mobile)                                51                   9                       [*]

Philippines                                  63                  N/A                      [*]

Poland                                       48                  N/A                      [*]

Portugal                                    351                  N/A                      [*]

Qatar                                       974                  N/A                      [*]

Reunion Island                              262                  N/A                      [*]

Romania                                      40                  N/A                      [*]

Russia (Moscow only)                          7                  095                      [*]

Russia (Non-Moscow)                           7                  N/A                      [*]

Rwanda                                      250                  N/A                      [*]

San Marino                                  378                  N/A                      [*]

Sao Tome                                    239                  N/A                      [*]

Saudi Arabia                                966                  N/A                      [*]

Senegal Republic                            221                  N/A                      [*]

Seychelles Islands                          248                  N/A                      [*]

Sierra Leone                                232                  N/A                      [*]

Singapore                                    65                  N/A                      [*]

Slovak Republic                             421                  N/A                      [*]

Slovenia                                    386                  N/A                      [*]

Solomon Islands                             677                  N/A                      [*]

Somalia                                     252                  N/A                      [*]

South Africa                                 27                  N/A                      [*]

Spain                                        34                  N/A                      [*]

Spain (Mobile)                               34                    6                      [*]

Sri Lanka                                    94                  N/A                      [*]

St. Helena                                  290                  N/A                      [*]

St. Kitts                                   869                  N/A                      [*]

St. Lucia                                   758                  N/A                      [*]

St. Pierre/Miquelon                         508                  N/A                      [*]

St. Vincent/Grenadines                      809                  N/A                      [*]

Sudan                                       249                  N/A                      [*]

Suriname                                    597                  N/A                      [*]
</TABLE>



--------------------
[*] Information redacted pursuant to a confidential treatment request
    throughout this exhibit.

<PAGE>   51
                                                     Carrier International Rates


<TABLE>
<CAPTION>
                                         Country                City
Country                                    Code                Code(s)                      Rate
-------                                 ----------     -------------------------          -------
<S>                                     <C>            <C>                                <C>
Swaziland                                   268                  N/A                      [*]

Sweden                                       46                  N/A                      [*]

Sweden (Mobile)                              46               10, 70, 73                  [*]

Switzerland                                  41                  N/A                      [*]

Switzerland (Mobile)                         41        20, 40, 70, 74, 77, 79, 89         [*]

Syrian Arab Republic                        963                  N/A                      [*]

Taiwan (Mobile)                             886                   9                       [*]

Taiwan, Republic of China                   886                  N/A                      [*]

Tajikistan                                    7          364, 377, 379, 431, 433          [*]

Tanzania                                    255                  N/A                      [*]

Thailand                                     66                  N/A                      [*]

Togo                                        228                  N/A                      [*]

Tokelau                                     690                  N/A                      [*]

Tonga Islands                               676                  N/A                      [*]

Trinidad & Tobago                           809                  N/A                      [*]

Tunisia                                     216                  N/A                      [*]

Turkey                                       90                  N/A                      [*]

Turkey (Mobile)                              90                   5                       [*]

Turkmenistan                             7 or 993                N/A                      [*]

Turks & Calcos                            809/868                N/A                      [*]

Tuvalu                                      688                  N/A                      [*]

Uganda                                      256                  N/A                      [*]

Ukraine                                     380                  N/A                      [*]

United Arab Emirates                        971                  N/A                      [*]

United Kingdom                              44                   N/A                      [*]

United Kingdom (Mobile)                     44        0, 2, 3, 4, 5, 6, 7, 8, 9           [*]

Uruguay                                     598                  N/A                      [*]

Uzbekistan                               7 or 998                                         [*]

Vanuatu, Republic of                        678                  N/A                      [*]

Venezuela                                    58                  N/A                      [*]

Venezuela (Mobile)                           58                 14, 16                    [*]
</TABLE>


--------------------
[*] Information redacted pursuant to a confidential treatment request
    throughout this exhibit.

<PAGE>   52
[QWEST LOGO]                                         Carrier International Rates


<TABLE>
<CAPTION>
                                         Country                City
Country                                    Code                Code(s)                      Rate
-------                                 ----------     -------------------------          -------
<S>                                     <C>            <C>                                <C>
Vietnam                                      8                   N/A                      [*]

Wallis & Futuna Islands                     681                  N/A                      [*]

Western Samoa                               685                  N/A                      [*]

Yemen Arab Republic                         967                  N/A                      [*]

Yemen Democratic Republic                   969                  N/A                      [*]

Yugoslavia (Incl. Serbia)                   381                  N/A                      [*]

Zaire, Republic of                          243                  N/A                      [*]

Zambia                                      260                  N/A                      [*]

Zimbabwe                                    263                  N/A                      [*]
</TABLE>


--------------------
[*] Information redacted pursuant to a confidential treatment request
    throughout this exhibit.

<PAGE>   53

                                  SCHEDULE B-3
                               SERVICE DESCRIPTION
                       QWEST EXPRESS 8XX TRANSPORT SERVICE

1.      GENERAL

1.1     Interstate rates are per Local Access and Transport Area (LATA) and are
        for LATA-wide origination. Rates shown in the attached Rate Exhibit are
        shown in terms of full minutes and are billed in six (6) second
        increments. All calls will be billed a minimum of $.01.

2.      CUSTOMER AS RESPONSIBLE ORGANIZATION ("RESP ORG")

2.1     Customer agrees to be responsible for or act as RESP ORG, to manage and
        administer their records in the 8XX Service Management System.
        Customer's responsibilities shall be limited to coordinating data entry,
        record change, trouble acceptance, referral and/or clearance. As RESP
        ORG, Customer will also provide coordination to provision, maintain, and
        test 8XX Data Base ("DB") service between various entities, such as:
        Local Exchange Carriers ("LECs"), Interexchange Carriers ("IXCs"),
        Number Administration and Service Center ("NASC"), and the Service
        Management System ("SMS").

3.      RBOC-ITC" SURCHARGE

3.1     Customer will maintain at least 80% of the traffic comprising Customer's
        800 Origination Service for origination in a Tandem owned and operated
        by a Regional Bell Operating Company (RBOC) and subject to such RBOC's
        tariffed access charges. Qwest will have the right to apply a [*] per
        minute of use surcharge to the number of minutes by which Non-RBOC
        Originating minutes exceed 20% of total monthly Origination service
        minutes. Qwest will not consider traffic originating in Customer areas
        where Customer is providing local access service in the Non-Bell usage
        surcharge calculation, provided, Customer is equal to or below LEC
        access tariff pricing in such Customer areas. For the purposes of
        automating the billing of the surcharge, the OCN number of the
        originating carrier will be used. OCN numbers of 9000 and above are
        classified as RBOC; and OCN numbers less than 9000 are classified as
        "ITC", or Non-RBOC.

4.      LIABILITY

--------------------
[*] Information redacted pursuant to a confidential treatment request
    throughout this exhibit.

                              Qwest Communications
                          Confidential and Proprietary

                                        2
<PAGE>   54

4.1     Without limiting the TSA, Qwest shall not be liable for any act or
        omission of the Number Administration and Service Center (NASC), other
        Responsible Organizations (RESP ORGs), or any other carrier providing a
        portion of the Service.

4.2     Without limiting the TSA, Qwest shall not be liable for any loss or
        damage sustained by Customer, its 800 subscriber or any third party by
        reason of defects or malfunctions in the hardware or software provided
        by NASC, or by reason of errors made by NASC in connection with the
        Service Management System (SMS)/800.

4.3     Without limiting the TSA, Qwest shall not be liable for any loss or
        damage sustained by Customer, its 800 subscriber or any third party by
        reason of defects or malfunctions in any Qwest Service Management System
        (QSMS), Service Control Point (SCP), Service Transfer Point (STP), or
        Service Switch Point (SSP), or any other facilities, hardware or
        software not directly under Qwest's control.

4.4     Without limiting the TSA, Qwest shall not be liable for any loss of
        revenue or profit by Customer or its 800 subscriber or for any loss or
        damage arising out of this TSA or out of the use of the SMS/800 or any
        of the services provided under this TSA by any person, whether arising
        in contract, tort (including, without limitation, negligence or strict
        liability) or otherwise and whether or not informed of the possibility
        of such damages in advance.

5.      INDEMNIFICATION

5.1     Without limiting the TSA, Qwest shall be indemnified, defended and held
        harmless by Customer against any third party claim, loss or damage
        arising from the use of services offered under this TSA, involving:
        claims for libel, slander, invasion of privacy or infringement of
        copyright arising from Customer's or its 800 subscriber's own
        communications, except to the extent such claim, loss or damage is
        caused by Qwest's willful misconduct or gross negligence.

6.      CARRIER INTEREXCHANGE CODE (CIC) CONFIDENTIALITY

6.1     Qwest's CIC map and underlying provider is Qwest's propriety information
        and shall be kept in the strictest of confidence by Customer and shall
        not be used or disclosed by Customer except as necessary to carry out
        the intent of this TSA.

7.      CUSTOMER OBLIGATIONS FOR RELEASE OF QWEST CIC INFORMATION



                              Qwest Communications
                          Confidential and Proprietary

                                        3
<PAGE>   55

7.1     Notwithstanding anything herein to the contrary, and provided Customer
        is not in default of any obligation hereunder, Customer may provide
        Qwest's CIC map or a portion thereof to a RESP ORG if Customer fully
        complies with all of the following conditions:

7.2     Customer shall obtain Qwest's prior written consent.

7.3     No more than one SMS record in which any portion of Qwest's CIC map is
        referenced shall be created.

7.4     Customer shall ensure that the SMS record will be applied by the RESP
        ORG consistently to all 800 numbers under its control whenever Qwest has
        transport responsibility.

7.5     Customer shall cause the RESP ORG to notify Qwest of the assignment of
        the applicable record and Customer shall ensure such record is not
        implemented without Qwest's approval.

7.6     Customer shall be ready to accept traffic prior to submitting to Qwest
        an order to turn up 800 Service.

7.7     Customer shall be responsible for all costs in connection with updating
        or changing the applicable SMS record in the event Qwest changes its
        mapping.

7.8     Customer shall ensure that the RESP ORG completes such changes within
        sixty (60) days of Qwest's notification to Customer of any such change.

8.      CUSTOMER OBLIGATIONS FOR USE OF ALTERNATE CIC MAP

8.1     Customer shall ensure that no CICs other than Customer's will be used in
        conjunction with Qwest's CIC without ten (10) days prior written
        notification to Qwest. Qwest reserves the right to not approve of a
        change to a CIC other than Customer's or Qwest's. Customer understands
        that it will be responsible for all usage associated with traffic
        related to an 8XX number that Qwest refused to approve for a CIC change
        if the call is carried on Qwest's network.

8.2     Customer shall not enter into any arrangement with a third party for the
        provision or carriage of any component of any 800 traffic transported by
        Qwest.



                              Qwest Communications
                          Confidential and Proprietary

                                        4
<PAGE>   56

8.3     Customer shall promptly and accurately perform all Qwest requested
        changes to its CIC map. Customer shall be responsible for all costs
        resulting from its failure to comply with this provision.

8.4     Qwest provides CIC mapping at the LATA level only.

8.5     Where Customer chooses to select itself for 800 origination in a
        particular LATA, Customer must provide complete LATA coverage.


8.6     ALL TOLL-FREE CALLS ORIGINATING FROM A PAY-PHONE WILL INCUR A PER-CALL
        SURCHARGE OF [*] AS DEFINED IN SECTION 9.2 OF SCHEDULE B-3. SUCH CHARGES
        WILL NOT RECEIVE THE VOLUME DISCOUNTS LISTED IN SCHEDULE B-8.


--------------------
[*] Information redacted pursuant to a confidential treatment request
    throughout this exhibit.



                              Qwest Communications
                          Confidential and Proprietary

                                        5
<PAGE>   57
                                  [QWEST LOGO]


                         QWEST EXPRESS 8XX ORIGINATION

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------------
LATA    PRIMARY                  BASE RATES - SWITCH MEETPOINT                       BASE RATES - POP MEETPOINT
         STATE       ATL        MW        NW         S        SE        SW      POP ATL   POP MW     POP S    POP SW
                   --------------------------------------------------------------------------------------------------
<S>     <C>        <C>        <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>
120       ME       [*]        [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]
                   --------------------------------------------------------------------------------------------------
122       NH       [*]        [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]
                   --------------------------------------------------------------------------------------------------
124       VT       [*]        [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]
                   --------------------------------------------------------------------------------------------------
126       MA       [*]        [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]
                   --------------------------------------------------------------------------------------------------
128       MA       [*]        [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]
                   --------------------------------------------------------------------------------------------------
130       RI       [*]        [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]
                   --------------------------------------------------------------------------------------------------
132       NY       [*]        [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]
                   --------------------------------------------------------------------------------------------------
133       NY       [*]        [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]
                   --------------------------------------------------------------------------------------------------
134       NY       [*]        [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]
                   --------------------------------------------------------------------------------------------------
136       NY       [*]        [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]
                   --------------------------------------------------------------------------------------------------
138       NY       [*]        [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]
                   --------------------------------------------------------------------------------------------------
140       NY       [*]        [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]
                   --------------------------------------------------------------------------------------------------
220       NJ       [*]        [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]
                   --------------------------------------------------------------------------------------------------
222       NJ       [*]        [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]
                   --------------------------------------------------------------------------------------------------
224       NJ       [*]        [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]
                   --------------------------------------------------------------------------------------------------
226       PA       [*]        [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]
                   --------------------------------------------------------------------------------------------------
228       PA       [*]        [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]
                   --------------------------------------------------------------------------------------------------
230       PA       [*]        [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]
                   --------------------------------------------------------------------------------------------------
232       PA       [*]        [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]
                   --------------------------------------------------------------------------------------------------
234       PA       [*]        [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]
                   --------------------------------------------------------------------------------------------------
236       DC       [*]        [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]
                   --------------------------------------------------------------------------------------------------
238       MD       [*]        [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]
                   --------------------------------------------------------------------------------------------------
240       MD       [*]        [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]
                   --------------------------------------------------------------------------------------------------
242       MD       [*]        [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]
                   --------------------------------------------------------------------------------------------------
244       VA       [*]        [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]
                   --------------------------------------------------------------------------------------------------
246       VA       [*]        [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]
                   --------------------------------------------------------------------------------------------------
248       VA       [*]        [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]
                   --------------------------------------------------------------------------------------------------
250       VA       [*]        [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]
                   --------------------------------------------------------------------------------------------------
252       VA       [*]        [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]
                   --------------------------------------------------------------------------------------------------
254       WV       [*]        [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]
                   --------------------------------------------------------------------------------------------------
</TABLE>



--------------------
[*] Information redacted pursuant to a confidential treatment request
    throughout this exhibit.


                                                                     EXHIBIT B-3
<PAGE>   58
                                  [QWEST LOGO]


                         QWEST EXPRESS 8XX ORIGINATION

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------------
LATA    PRIMARY                  BASE RATES - SWITCH MEETPOINT                       BASE RATES - POP MEETPOINT
         STATE       ATL        MW        NW         S        SE        SW      POP ATL   POP MW     POP S    POP SW
                   --------------------------------------------------------------------------------------------------
<S>     <C>        <C>        <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>
256       WV       [*]        [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]
                   --------------------------------------------------------------------------------------------------
320       OH       [*]        [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]
                   --------------------------------------------------------------------------------------------------
322       OH       [*]        [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]
                   --------------------------------------------------------------------------------------------------
324       OH       [*]        [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]
                   --------------------------------------------------------------------------------------------------
325       OH       [*]        [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]
                   --------------------------------------------------------------------------------------------------
326       OH       [*]        [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]
                   --------------------------------------------------------------------------------------------------
328       OH       [*]        [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]
                   --------------------------------------------------------------------------------------------------
330       IN       [*]        [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]
                   --------------------------------------------------------------------------------------------------
332       IN       [*]        [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]
                   --------------------------------------------------------------------------------------------------
334       IN       [*]        [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]
                   --------------------------------------------------------------------------------------------------
336       IN       [*]        [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]
                   --------------------------------------------------------------------------------------------------
338       IN       [*]        [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]
                   --------------------------------------------------------------------------------------------------
340       MI       [*]        [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]
                   --------------------------------------------------------------------------------------------------
342       MI       [*]        [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]
                   --------------------------------------------------------------------------------------------------
344       MI       [*]        [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]
                   --------------------------------------------------------------------------------------------------
346       MI       [*]        [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]
                   --------------------------------------------------------------------------------------------------
348       MI       [*]        [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]
                   --------------------------------------------------------------------------------------------------
350       WI       [*]        [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]
                   --------------------------------------------------------------------------------------------------
352       WI       [*]        [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]
                   --------------------------------------------------------------------------------------------------
354       WI       [*]        [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]
                   --------------------------------------------------------------------------------------------------
356       WI       [*]        [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]
                   --------------------------------------------------------------------------------------------------
358       IL       [*]        [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]
                   --------------------------------------------------------------------------------------------------
360       IL       [*]        [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]
                   --------------------------------------------------------------------------------------------------
362       IL       [*]        [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]
                   --------------------------------------------------------------------------------------------------
364       IL       [*]        [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]
                   --------------------------------------------------------------------------------------------------
366       IL       [*]        [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]
                   --------------------------------------------------------------------------------------------------
368       IL       [*]        [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]
                   --------------------------------------------------------------------------------------------------
370       IL       [*]        [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]
                   --------------------------------------------------------------------------------------------------
374       IL       [*]        [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]
                   --------------------------------------------------------------------------------------------------
376       IL       [*]        [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]
                   --------------------------------------------------------------------------------------------------
420       NC       [*]        [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]
                   --------------------------------------------------------------------------------------------------
</TABLE>


--------------------
[*] Information redacted pursuant to a confidential treatment request
    throughout this exhibit.

<PAGE>   59
                                  [QWEST LOGO]


                         QWEST EXPRESS 8XX ORIGINATION

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------------
LATA    PRIMARY                  BASE RATES - SWITCH MEETPOINT                       BASE RATES - POP MEETPOINT
         STATE       ATL        MW        NW         S        SE        SW      POP ATL   POP MW     POP S    POP SW
                   --------------------------------------------------------------------------------------------------
<S>     <C>        <C>        <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>
422       NC       [*]        [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]
                   --------------------------------------------------------------------------------------------------
424       NC       [*]        [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]
                   --------------------------------------------------------------------------------------------------
426       NC       [*]        [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]
                   --------------------------------------------------------------------------------------------------
428       NC       [*]        [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]
                   --------------------------------------------------------------------------------------------------
430       SC       [*]        [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]
                   --------------------------------------------------------------------------------------------------
432       SC       [*]        [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]
                   --------------------------------------------------------------------------------------------------
434       SC       [*]        [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]
                   --------------------------------------------------------------------------------------------------
436       SC       [*]        [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]
                   --------------------------------------------------------------------------------------------------
438       GA       [*]        [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]
                   --------------------------------------------------------------------------------------------------
440       GA       [*]        [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]
                   --------------------------------------------------------------------------------------------------
442       GA       [*]        [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]
                   --------------------------------------------------------------------------------------------------
444       GA       [*]        [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]
                   --------------------------------------------------------------------------------------------------
446       GA       [*]        [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]
                   --------------------------------------------------------------------------------------------------
448       FL       [*]        [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]
                   --------------------------------------------------------------------------------------------------
450       FL       [*]        [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]
                   --------------------------------------------------------------------------------------------------
452       FL       [*]        [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]
                   --------------------------------------------------------------------------------------------------
454       FL       [*]        [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]
                   --------------------------------------------------------------------------------------------------
456       FL       [*]        [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]
                   --------------------------------------------------------------------------------------------------
458       FL       [*]        [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]
                   --------------------------------------------------------------------------------------------------
460       FL       [*]        [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]
                   --------------------------------------------------------------------------------------------------
462       KY       [*]        [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]
                   --------------------------------------------------------------------------------------------------
464       KY       [*]        [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]
                   --------------------------------------------------------------------------------------------------
466       KY       [*]        [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]
                   --------------------------------------------------------------------------------------------------
468       TN       [*]        [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]
                   --------------------------------------------------------------------------------------------------
470       TN       [*]        [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]
                   --------------------------------------------------------------------------------------------------
472       TN       [*]        [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]
                   --------------------------------------------------------------------------------------------------
474       TN       [*]        [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]
                   --------------------------------------------------------------------------------------------------
476       AL       [*]        [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]
                   --------------------------------------------------------------------------------------------------
477       AL       [*]        [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]
                   --------------------------------------------------------------------------------------------------
478       AL       [*]        [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]
                   --------------------------------------------------------------------------------------------------
480       AL       [*]        [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]
                   --------------------------------------------------------------------------------------------------
</TABLE>


--------------------
[*] Information redacted pursuant to a confidential treatment request
    throughout this exhibit.


<PAGE>   60
                                  [QWEST LOGO]


                         QWEST EXPRESS 8XX ORIGINATION

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------------
LATA    PRIMARY                  BASE RATES - SWITCH MEETPOINT                       BASE RATES - POP MEETPOINT
         STATE       ATL        MW        NW         S        SE        SW      POP ATL   POP MW     POP S    POP SW
                   --------------------------------------------------------------------------------------------------
<S>     <C>        <C>        <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>
482       MS       [*]        [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]
                   --------------------------------------------------------------------------------------------------
484       MS       [*]        [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]
                   --------------------------------------------------------------------------------------------------
486       LA       [*]        [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]
                   --------------------------------------------------------------------------------------------------
488       LA       [*]        [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]
                   --------------------------------------------------------------------------------------------------
490       LA       [*]        [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]
                   --------------------------------------------------------------------------------------------------
492       LA       [*]        [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]
                   --------------------------------------------------------------------------------------------------
520       MO       [*]        [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]
                   --------------------------------------------------------------------------------------------------
521       MO       [*]        [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]
                   --------------------------------------------------------------------------------------------------
522       MO       [*]        [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]
                   --------------------------------------------------------------------------------------------------
524       MO       [*]        [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]
                   --------------------------------------------------------------------------------------------------
526       AR       [*]        [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]
                   --------------------------------------------------------------------------------------------------
528       AR       [*]        [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]
                   --------------------------------------------------------------------------------------------------
530       AR       [*]        [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]
                   --------------------------------------------------------------------------------------------------
532       KS       [*]        [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]
                   --------------------------------------------------------------------------------------------------
534       KS       [*]        [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]
                   --------------------------------------------------------------------------------------------------
536       OK       [*]        [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]
                   --------------------------------------------------------------------------------------------------
538       OK       [*]        [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]
                   --------------------------------------------------------------------------------------------------
540       TX       [*]        [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]
                   --------------------------------------------------------------------------------------------------
542       TX       [*]        [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]
                   --------------------------------------------------------------------------------------------------
544       TX       [*]        [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]
                   --------------------------------------------------------------------------------------------------
546       TX       [*]        [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]
                   --------------------------------------------------------------------------------------------------
548       TX       [*]        [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]
                   --------------------------------------------------------------------------------------------------
550       TX       [*]        [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]
                   --------------------------------------------------------------------------------------------------
552       TX       [*]        [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]
                   --------------------------------------------------------------------------------------------------
554       TX       [*]        [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]
                   --------------------------------------------------------------------------------------------------
556       TX       [*]        [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]
                   --------------------------------------------------------------------------------------------------
558       TX       [*]        [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]
                   --------------------------------------------------------------------------------------------------
560       TX       [*]        [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]
                   --------------------------------------------------------------------------------------------------
562       TX       [*]        [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]
                   --------------------------------------------------------------------------------------------------
564       TX       [*]        [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]
                   --------------------------------------------------------------------------------------------------
566       TX       [*]        [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]
---------------------------------------------------------------------------------------------------------------------
</TABLE>


--------------------
[*] Information redacted pursuant to a confidential treatment request
    throughout this exhibit.


<PAGE>   61
                                  [QWEST LOGO]


                         QWEST EXPRESS 8XX ORIGINATION

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------------
LATA    PRIMARY                  BASE RATES - SWITCH MEETPOINT                       BASE RATES - POP MEETPOINT
         STATE       ATL        MW        NW         S        SE        SW      POP ATL   POP MW     POP S    POP SW
                   --------------------------------------------------------------------------------------------------
<S>     <C>        <C>        <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>
568       TX       [*]        [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]
                   --------------------------------------------------------------------------------------------------
570       TX       [*]        [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]
                   --------------------------------------------------------------------------------------------------
620       MN       [*]        [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]
                   --------------------------------------------------------------------------------------------------
624       MN       [*]        [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]
                   --------------------------------------------------------------------------------------------------
626       MN       [*]        [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]
                   --------------------------------------------------------------------------------------------------
628       MN       [*]        [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]
                   --------------------------------------------------------------------------------------------------
630       IA       [*]        [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]
                   --------------------------------------------------------------------------------------------------
632       IA       [*]        [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]
                   --------------------------------------------------------------------------------------------------
634       IA       [*]        [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]
                   --------------------------------------------------------------------------------------------------
635       IA       [*]        [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]
                   --------------------------------------------------------------------------------------------------
636       ND       [*]        [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]
                   --------------------------------------------------------------------------------------------------
638       ND       [*]        [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]
                   --------------------------------------------------------------------------------------------------
640       SD       [*]        [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]
                   --------------------------------------------------------------------------------------------------
644       NE       [*]        [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]
                   --------------------------------------------------------------------------------------------------
646       NE       [*]        [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]
                   --------------------------------------------------------------------------------------------------
648       MT       [*]        [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]
                   --------------------------------------------------------------------------------------------------
650       MT       [*]        [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]
                   --------------------------------------------------------------------------------------------------
652       ID       [*]        [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]
                   --------------------------------------------------------------------------------------------------
654       WY       [*]        [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]
                   --------------------------------------------------------------------------------------------------
656       CO       [*]        [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]
                   --------------------------------------------------------------------------------------------------
658       CO       [*]        [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]
                   --------------------------------------------------------------------------------------------------
660       UT       [*]        [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]
                   --------------------------------------------------------------------------------------------------
664       NM       [*]        [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]
                   --------------------------------------------------------------------------------------------------
666       AZ       [*]        [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]
                   --------------------------------------------------------------------------------------------------
668       AZ       [*]        [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]
                   --------------------------------------------------------------------------------------------------
670       OR       [*]        [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]
                   --------------------------------------------------------------------------------------------------
672       OR       [*]        [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]
                   --------------------------------------------------------------------------------------------------
674       WA       [*]        [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]
                   --------------------------------------------------------------------------------------------------
676       WA       [*]        [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]
                   --------------------------------------------------------------------------------------------------
720       NV       [*]        [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]
                   --------------------------------------------------------------------------------------------------
721       NV       [*]        [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]
                   --------------------------------------------------------------------------------------------------
</TABLE>


--------------------
[*] Information redacted pursuant to a confidential treatment request
    throughout this exhibit.


<PAGE>   62
                                  [QWEST LOGO]


                         QWEST EXPRESS 8XX ORIGINATION

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------------
LATA    PRIMARY                  BASE RATES - SWITCH MEETPOINT                       BASE RATES - POP MEETPOINT
         STATE       ATL        MW        NW         S        SE        SW      POP ATL   POP MW     POP S    POP SW
                   --------------------------------------------------------------------------------------------------
<S>     <C>        <C>        <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>
722       CA       [*]        [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]
                   --------------------------------------------------------------------------------------------------
724       CA       [*]        [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]
                   --------------------------------------------------------------------------------------------------
726       CA       [*]        [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]
                   --------------------------------------------------------------------------------------------------
728       CA       [*]        [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]
                   --------------------------------------------------------------------------------------------------
730       CA       [*]        [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]
                   --------------------------------------------------------------------------------------------------
732       CA       [*]        [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]
                   --------------------------------------------------------------------------------------------------
734       CA       [*]        [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]
                   --------------------------------------------------------------------------------------------------
736       CA       [*]        [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]
                   --------------------------------------------------------------------------------------------------
738       CA       [*]        [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]
                   --------------------------------------------------------------------------------------------------
740       CA       [*]        [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]
                   --------------------------------------------------------------------------------------------------
820       PR       [*]        [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]
                   --------------------------------------------------------------------------------------------------
822      USVI      [*]        [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]
                   --------------------------------------------------------------------------------------------------
832       AK       [*]        [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]
                   --------------------------------------------------------------------------------------------------
834       HI       [*]        [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]
                   --------------------------------------------------------------------------------------------------
836    MID/WAKE    [*]        [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]
                   --------------------------------------------------------------------------------------------------
920       CT       [*]        [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]
                   --------------------------------------------------------------------------------------------------
921       NY       [*]        [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]
                   --------------------------------------------------------------------------------------------------
922       OH       [*]        [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]
                   --------------------------------------------------------------------------------------------------
923       OH       [*]        [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]
                   --------------------------------------------------------------------------------------------------
924       PA       [*]        [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]
                   --------------------------------------------------------------------------------------------------
927       VA       [*]        [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]
                   --------------------------------------------------------------------------------------------------
928       VA       [*]        [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]
                   --------------------------------------------------------------------------------------------------
929       VA       [*]        [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]
                   --------------------------------------------------------------------------------------------------
930       VA       [*]        [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]
                   --------------------------------------------------------------------------------------------------
932       WV       [*]        [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]
                   --------------------------------------------------------------------------------------------------
937       IN       [*]        [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]
                   --------------------------------------------------------------------------------------------------
938       IN       [*]        [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]
                   --------------------------------------------------------------------------------------------------
939       FL       [*]        [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]
                   --------------------------------------------------------------------------------------------------
949       NC       [*]        [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]
                   --------------------------------------------------------------------------------------------------
951       NC       [*]        [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]
                   --------------------------------------------------------------------------------------------------
952       FL       [*]        [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]
                   --------------------------------------------------------------------------------------------------
</TABLE>


--------------------
[*] Information redacted pursuant to a confidential treatment request
    throughout this exhibit.

<PAGE>   63
[QWEST LOGO]


                         QWEST EXPRESS 8XX ORIGINATION

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------------
LATA    PRIMARY                  BASE RATES - SWITCH MEETPOINT                       BASE RATES - POP MEETPOINT
         STATE       ATL        MW        NW         S        SE        SW      POP ATL   POP MW     POP S    POP SW
                   -------------------------------------------------------------------------------------------------
<S>     <C>        <C>        <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>
953       FL       [*]        [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]
                   --------------------------------------------------------------------------------------------------
955       AL       [*]        [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]
                   --------------------------------------------------------------------------------------------------
956       TN       [*]        [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]
                   --------------------------------------------------------------------------------------------------
958       NE       [*]        [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]
                   --------------------------------------------------------------------------------------------------
960       ID       [*]        [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]
                   --------------------------------------------------------------------------------------------------
961       TX       [*]        [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]
                   --------------------------------------------------------------------------------------------------
963       MT       [*]        [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]
                   --------------------------------------------------------------------------------------------------
973       CA       [*]        [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]
                   --------------------------------------------------------------------------------------------------
974       NY       [*]        [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]
                   --------------------------------------------------------------------------------------------------
976       IL       [*]        [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]
                   --------------------------------------------------------------------------------------------------
977       IL       [*]        [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]
                   --------------------------------------------------------------------------------------------------
978       IL       [*]        [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]
                   --------------------------------------------------------------------------------------------------
980       AZ       [*]        [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]
                   --------------------------------------------------------------------------------------------------
981       UT       [*]        [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]
                   --------------------------------------------------------------------------------------------------
CANADA   N/A       [*]        [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]       [*]
---------------------------------------------------------------------------------------------------------------------
</TABLE>



--------------------
[*] Information redacted pursuant to a confidential treatment request
    throughout this exhibit.

<PAGE>   64

                                  SCHEDULE B-4
                               SERVICE DESCRIPTION
                             QWEST SWITCHLESS RESALE


1.      SCOPE OF AGREEMENT

1.1     Qwest will provide to Customer and Customer will purchase from Qwest
        certain Qwest domestic and international long distance services
        described in the Exhibits hereto ("Switchless Reseller Service(s)")
        provided pursuant to Qwest/LCI Tariff F.C.C. No. 1, Qwest/LCI Tariff
        F.C.C. No. 2, and applicable state tariffs (collectively, "Tariff(s)"),
        which are on file with the Federal Communications Commission ("FCC") and
        applicable state regulatory bodies. The Tariffs may be modified from
        time to time by Qwest in accordance with law and thereby affect the
        Service(s) furnished Customer. To the extent applicable to the
        furnishing of Qwest Services hereunder, the Tariff, as amended from time
        to time, is hereby incorporated herein and made a part hereof, except
        that the following terms and conditions shall supplement or, to the
        extent inconsistent, supersede Tariff terms and conditions and shall
        remain in effect throughout the service term, as hereinafter defined.

1.2     Customer shall pay all applicable federal, state and local taxes and
        surcharges unless and until Customer submits valid tax exemption
        certificates for an applicable tax. Credits or refunds of tax payments
        will not be issued to Customer for usage prior to the submission of tax
        exemption certificates.

2.      CUSTOMER SERVICE AND BILLING

2.1     Customer acknowledges and agrees that it shall provide all billing,
        inquiry, and customer service to End-Users. Qwest shall only be
        obligated to provide customer service to Customer.

2.2     Customer acknowledges that it may not withhold any sums invoiced by
        Qwest for actual calls made by Customer including, without limitation,
        calls made by Customer's End Users and/or unauthorized third parties
        (e.g., fraudulent calls) and charges to Customer's Qwest account(s).



                              Qwest Communications
                          Confidential and Proprietary

                                        1
<PAGE>   65

3.      PIC AUTHORIZATIONS

        Customer shall obtain a signed or verbal interexchange carrier ("PIC")
        authorization with true third party verification and archived recordings
        according to state or FCC guidelines for each ANI ordered by Customer.
        Upon an oral or written request by Qwest, Customer shall immediately
        produce a copy of the written or verbal authorization. Qwest reserves
        the right not to process or turn up ANIs until Customer has produced
        appropriate written or verbal authorizations requested by Qwest. If
        Customer does not comply with the request for PIC authorizations, Qwest
        reserves the right not to accept additional ANIs until Customer
        complies.

3.1     If Customer elects to provide only direct dial (or so-called "1+")
        services, and Qwest will act as the interexchange carrier ("IXC") for
        operator-assisted (or so-called "0+") traffic generated by Customer's
        end users, Customer agrees where appropriate to inform its end-users
        that it:

        ~       designates Qwest as its primary carrier for 0+ operator assisted
                intraLATA long distance services;"

        ~       designates Qwest as its primary carrier for 0+ operator assisted
                interLATA long distance services;" or

        ~       designates Qwest as its primary carrier for 0+ operator assisted
                intraLATA and interLATA long distance services."

3.2     In the event a LEC or any regulatory entity assesses Qwest any charge,
        fine, forfeiture, or fee for improper or inadequate PIC authorizations
        relating to Customer's service, Customer shall promptly reimburse Qwest
        for all such charges plus an Qwest management fee of [*] per ANI ordered
        by Customer that is deemed to lack proper service authorization or PIC
        verification.

3.3     Upon the request of Qwest, Customer shall promptly provide to Qwest or
        the LEC, at Customer's expense, any documentation required by the LEC
        regarding PIC selections or authorizations from Customer's End Users. In
        addition, Customer shall promptly and in good faith cooperate with Qwest
        and all LECs in investigating and attempting to resolve all PIC
        selection and authorization disputes.

4.      REPORTING REQUIREMENTS

--------------------
[*] Information redacted pursuant to a confidential treatment request
    throughout this exhibit.

                              Qwest Communications
                          Confidential and Proprietary

                                        2
<PAGE>   66

4.1     Where reporting obligations or requirements are imposed upon Qwest by
        any third party or regulatory agency that can be satisfied by Customer,
        Customer agrees to comply with such requirements and obligations and to
        hold Qwest harmless for any failure of compliance with any such
        requirement or obligation.

5.      GOVERNING LAW, CERTIFICATIONS AND WARRANTIES

5.1     Customer understands that Qwest, in conducting its business in the
        manner set forth herein, is subject to the Communications Act of 1934,
        as amended, and as interpreted and applied by the Federal Communications
        Commission. All terms of this TSA not subject to the Communications Act
        of 1934 as amended and as interpreted and applied by the Federal
        Communications Commission will be interpreted according to New York law,
        without regard to its conflicts of law provisions. Any cause of action
        Customer may have with respect to a breach of this TSA must be commenced
        within one (1) year after the claim or cause of action arises or such
        claim or cause of action is barred.

5.2     If service is provided solely within a single state in a manner which
        subjects the Service to regulation by such state, then the terms and
        conditions of such Service and of terminating switched services provided
        under this TSA shall be subject to such regulations and to any amendment
        to this TSA relating thereto which is delivered by Qwest to Customer.
        Customer shall have the right to terminate this TSA within ten (10) days
        of receipt of such amendment without further liability hereunder.

5.3     Customer certifies and warrants that it is in compliance with and will
        continue to be in compliance with all international, federal, state and
        local laws and regulations relating to its performance under this
        Agreement. Customer is solely responsible for obtaining all licenses,
        approvals, and regulatory authority for its operation and the provision
        of services to its customers ("End Users"). Any breach of the
        obligations of Customer under this Section shall be a material breach of
        this Agreement. If Customer does not comply with this Section, in
        addition to any remedies available to Qwest at law or in equity, Qwest,
        in its sole discretion, may elect to decline to accept additional orders
        under this Agreement or may immediately terminate this Agreement without
        further liability or obligation to Customer.

6.      CANCELLATION, BLOCKING AND DISCONNECT OF SERVICE



                              Qwest Communications
                          Confidential and Proprietary

                                        3
<PAGE>   67

6.1     Without affecting Customer's minimum usage or other obligations herein,
        Customer may cancel, disconnect, or terminate a portion of the Service
        when Customer's End User has provided a new PIC authorization to another
        carrier. Customer shall be financially responsible for Service provided
        under this Agreement until such time that the new PIC change is
        implemented. In the event Customer requests that an ANI be blocked from
        Qwest Services, Customer must certify that the request for blocking is
        due to an End User account being past due and delinquent and the End
        User has been properly notified.

7.      NON-BELL USAGE SURCHARGE

7.1     Customer will originate at least 80% of Customer's total usage of the
        Service in a tandem owned and operated by a Regional Bell Operating
        Company (RBOC) and subject to such RBOC's tariffed access charges. Qwest
        will apply a surcharge of [*] per minute of use to the number of
        minutes by which Non-RBOC originations exceed 20% of Customer's total
        usage of the Service. Qwest will not consider traffic originating in
        Customer areas where Customer is providing local access service in the
        Non-Bell usage surcharge calculation, provided, Customer is equal to or
        below LEC access tariff pricing in such Customer areas.

8.      RATING INCREMENTS

8.1     Interstate rates are per state and are for state-wide calling. The
        applicable continental US Interstate rate is determined based upon the
        originating state of an outbound call or based upon the terminating
        state of a toll-free inbound call. Intrastate rates are per State and
        are for State-wide termination. Domestic rates shown in the ReQwest
        Interstate and Intrastate Rate Exhibits are shown in terms of full
        minutes and are billed in [*] second increments.

8.2     International rates are per country and are for country-code wide
        termination. International rates shown in the ReQwest International Rate
        Exhibit, with the exception of Mexican rates, are shown in terms of a
        rate per minute and are billed in [*] second increments, with an initial
        [*] second increment. Mexican calls are billed in full minute (60
        seconds) increments. Directory Assistance calls are billed on a per-call
        basis.

--------------------
[*] Information redacted pursuant to a confidential treatment request
    throughout this exhibit.

                              Qwest Communications
                          Confidential and Proprietary

                                        4
<PAGE>   68

8.3     Calling Card rate billing increments vary by originating and terminating
        points of the call and are listed in the Calling Card rate exhibit.

8.4     Rates shown in the ReQwest Rate Exhibits are Base Rates. Discounts, if
        any, pursuant to the below Discounts Section and Discount Schedule.

8.5     Qwest reserves the right to charge excessive quantities (i.e. 10% of
        Customer's total calls) of short duration calls (i.e. calls under [*] in
        length) a minimum of [*] per answered call.

9.      TOLL FREE SERVICES PORTABILITY

9.1     Qwest will provide toll free inbound services to End Users desiring to
        keep their current toll free number providing the End User signs a
        Letter of Agency designating Qwest as the Responsible Organization for
        the toll free number

9.2     Qwest will train the Customer on the proper procedures and documentation
        required for toll free portability.

9.3     Qwest will provide to Reseller Responsible Organization Service and will
        charge the following rates: Monthly Recurring Charge(s)

        ~  Number Storage Charge:           [*] per toll free number

        ~  Search/Reservation:              No Charge

        ~  SMS Data Base Administration:    No Charge

10.     PICC, PAYPHONE COMPENSATION, AND OTHER REGULATORY REFORM RELATED
        SURCHARGES

10.1    As a result of regulatory reform, certain government subsidies and other
        government-imposed charges previously collected through local exchange
        access usage rates are assessed directly upon interexchange carriers on
        a per-line or per-call basis. The following flat rate charges may apply
        to Customer's total charges as a result, and Customer agrees to be
        responsible for paying for such fees. These charges will be

-----------------------
[*]  Information redacted pursuant to a confidential treatment request
     throughout this exhibit.


                              Qwest Communications
                          Confidential and Proprietary

                                        5
<PAGE>   69

        itemized on the customer's bill and are in addition to the rates for
        services described in the Rates and Discounts portion of Schedule B-3.1.

10.2    Payphone Compensation Surcharge: [*] per payphone originated, completed
        call will be assessed.

10.3    PICC (Primary Interexchange Carrier Charge): A fee per line
        presubscribed to Qwest/LCI that may vary as follows, depending upon line
        type. These charges are subject to change.

        ~  [*] for each Single Line Business and Primary Residential line

        ~  [*] for each Subsequent Residential line.

        ~  [*] for each Multi-Line Business line.

11.     PROJECT ACCOUNT CODES (PAC)

11.1    Qwest will provide Project Account Codes for use with Outbound and toll
        free inbound services to Customer at the following rates: Outbound PAC
        (charges are per account):

        ~  Non-Verified PAC set up:                       [*]

        ~  Verified PAC set up:                           [*]

        ~  Non-Verified PAC Monthly Recurring Charges:    [*]

        ~  Verified PAC Monthly Recurring Charges:        [*]

11.2    Toll Free PAC (charges are per toll free number):

        ~  Non-Verified PAC set up:                       [*]

        ~  Verified PAC set up:                           [*]

        ~  Non-Verified PAC Monthly Recurring Charges:    [*]

        ~  Verified PAC Monthly Recurring Charges:        [*]

11.3    Customer agrees to be responsible for such charges and to pay for such
        charges within thirty (30) calendar days of Qwest's invoice setting
        forth such charges.

12.     CALLING CARD SERVICES

--------------------
[*] Information redacted pursuant to a confidential treatment request
    throughout this exhibit.

                              Qwest Communications
                          Confidential and Proprietary

                                        6
<PAGE>   70

12.1    Qwest Reseller Calling Card Service offers domestic-to-domestic,
        domestic-to-international and international origination calling card
        service from certain countries with the use of a fourteen digit
        authorization code, consisting of 10 digits plus a 4 digit PIN. Customer
        shall request the provision, and Qwest shall provide, the Reseller
        Calling Card Service, through and in accordance with the completion and
        submission of Qwest's Calling Card Order Form and order procedures in
        effect, as may be changed from time to time.

12.2    Qwest's Calling Card Service offers two options with respect to the
        branding of the platform, Generic Calling Card Option, and
        Private-Labeled Calling Card Option.

12.3    The Generic Calling Card offers no branding on the platform or in the
        branding of Operator Services calls. The Private Labeled version of
        Qwest's Calling Card Service offers branding in the Customer's name for
        the greeting and closing platform scripts; the request of a Toll Free
        access number to the platform; branding of the Operator Services
        greeting in the Customer's name; and routing of customer service calls
        to the Customer's own customer service center.

12.4    For both Calling Card Service options, the customer is responsible for
        all calling card production, fulfillment, billing, collections,
        tariffing, and fraudulent use.

12.5    CUSTOMIZED GREETING AND CLOSING MESSAGES WITH PRIVATE-LABELED CALLING
        CARD SERVICES. On the Private-Labeled Calling Card, the Customer will
        provide to Qwest a requested branded message for platform greeting and
        closing. These branded messages must be sent to Qwest's Account
        Management group on a diskette containing the two pre-recorded
        customized .wav files. The wav. files must meet the following
        specifications:

        ~       22,500 Hz, 16-bit Mono

        ~       greeting and closing message should be saved as two different
                files

        ~       submitted to Qwest on a 3.5" diskette

        ~       leading and trailing noise must be removed

        ~       One (1) second of silence is required in front of the message
                and one (1) second of silence after the message is required to
                allow for message queuing on the 8XX recording.



                              Qwest Communications
                          Confidential and Proprietary

                                        7
<PAGE>   71

        Qwest reserves the right to approve or reject Customer greeting and
        closing messages that are to be placed on the platform.

12.6    CUSTOMER SERVICE CALL ROUTING WITH PRIVATE-LABELED CALLING CARD SERVICES

        On the Private-Labeled Calling Card, Qwest will provide customer service
        routing to the Customer's Customer service line for calls originating in
        the Continental United States. The customer will be required to provide
        Qwest with the customer service routing number on the Calling Card Order
        Form. Three consecutive mistakes in number dialing will cause calls to
        be forwarded to Customer's Customer Service.

12.7    OPERATOR SERVICES BRANDING WITH PRIVATE-LABELED CALLING CARD SERVICES On
        the Private-Labeled Calling Card, Customers may opt to customize its
        operator services greeting for domestic-originated calling. Greeting
        content should be provided by the customer by filling out the
        appropriate section the Private Label Travel Card Order Form. Qwest
        reserves the right to approve or reject these greetings prior to
        submission. Dialing "0" or 15 seconds of dialing unresponsiveness by the
        card user will cause a call to be forwarded to operator services.

13.     CALLING CARD SERVICE CHARGES

13.1    CALLING CARD NONRECURRING CHARGES.

13.1.1  The Customer will pay a platform implementation fee of [*] per Access
        Number associated with the Private Labeled Calling Card option to Qwest
        in accordance with the agreed-upon payment terms and conditions set
        forth in the Agreement and the Calling Card Order Form. This charge
        shall be credited to subsequent Customer's invoices from Qwest once
        Qwest collects payment of Customer's Travel Card Usage per Access Number
        billing which exceeds [*].

13.1.2  Customer shall pay to Qwest a nonrefundable service fee of [*] for each
        Customer-initiated scripting, greeting or routing change per Access
        Number after Qwest`s initial set-up of the Customer Calling Card
        platform.

13.2    CALLING CARD OPERATOR SERVICES SURCHARGE.

--------------------
[*] Information redacted pursuant to a confidential treatment request
    throughout this exhibit.

                              Qwest Communications
                          Confidential and Proprietary

                                        8
<PAGE>   72

13.2.1  A $1.00 per call surcharge will be applied to any call that is forwarded
        to Operator Services from the calling card platform for all calls
        originating in the Continental United States. This charge will be
        assessed in addition to metered charges incurred by the call.

14.     INSTALLATION AND MONTHLY CHARGES FOR DEDICATED ACCESS SERVICES

14.1    Installation and Monthly Charges associated with dedicated access
        services will be billed to Customer, and Customer agrees to pay within
        thirty (30) calendar days of the date of Qwest's invoice. These charges
        include those associated with local loops, CSU/DSU, channel card, T-1
        centrex cards and any other equipment or services provided by Qwest in
        order to install, test and maintain dedicated access lines. Monthly
        Recurring Charges will be those normally charged to Customer unless
        otherwise negotiated by Qwest and customer. Installation charges will be
        on an individual case basis.



                              Qwest Communications
                          Confidential and Proprietary

                                        9
<PAGE>   73
                                    REQUEST

                        SWITCHLESS RESELLER 1+ OUTBOUND

<TABLE>
<CAPTION>
===========================================================================
                                   1+ (OUTBOUND) BASE RATES
                            SWITCHED                     DEDICATED
STATE               INTERSTATE    INTRASTATE     INTERSTATE     INTRASTATE
                    -------------------------------------------------------
<S>                  <C>            <C>            <C>            <C>
AL                     [*]            [*]            [*]            [*]
AR                     [*]            [*]            [*]            [*]
AZ                     [*]            [*]            [*]            [*]
CA                     [*]            [*]            [*]            [*]
CO                     [*]            [*]            [*]            [*]
CT                     [*]            [*]            [*]            [*]
DC                     [*]            [*]            [*]            [*]
DE                     [*]            [*]            [*]            [*]
FL                     [*]            [*]            [*]            [*]
GA                     [*]            [*]            [*]            [*]
IA                     [*]            [*]            [*]            [*]
ID                     [*]            [*]            [*]            [*]
IL                     [*]            [*]            [*]            [*]
IN                     [*]            [*]            [*]            [*]
KS                     [*]            [*]            [*]            [*]
KY                     [*]            [*]            [*]            [*]
LA                     [*]            [*]            [*]            [*]
MA                     [*]            [*]            [*]            [*]
MD                     [*]            [*]            [*]            [*]
ME                     [*]            [*]            [*]            [*]
MI                     [*]            [*]            [*]            [*]
MN                     [*]            [*]            [*]            [*]
MO                     [*]            [*]            [*]            [*]
MS                     [*]            [*]            [*]            [*]
MT                     [*]            [*]            [*]            [*]
NC                     [*]            [*]            [*]            [*]
ND                     [*]            [*]            [*]            [*]
NE                     [*]            [*]            [*]            [*]
NH                     [*]            [*]            [*]            [*]
NJ                     [*]            [*]            [*]            [*]
NM                     [*]            [*]            [*]            [*]
NV                     [*]            [*]            [*]            [*]
NY                     [*]            [*]            [*]            [*]
OH                     [*]            [*]            [*]            [*]
OK                     [*]            [*]            [*]            [*]
OR                     [*]            [*]            [*]            [*]
PA                     [*]            [*]            [*]            [*]
RI                     [*]            [*]            [*]            [*]
SC                     [*]            [*]            [*]            [*]
SD                     [*]            [*]            [*]            [*]
TN                     [*]            [*]            [*]            [*]
===========================================================================
</TABLE>

--------------------
[*] Information redacted pursuant to a confidential treatment request
    throughout this exhibit.

QWEST COMMUNICATIONS PRIVILEGED AND CONFIDENTIAL               Exhibit B-4

<PAGE>   74
                                    REQUEST

                        SWITCHLESS RESELLER 1+ OUTBOUND

<TABLE>
<CAPTION>
===========================================================================
                                   1+ (OUTBOUND) BASE RATES
                            SWITCHED                     DEDICATED
STATE               INTERSTATE    INTRASTATE     INTERSTATE     INTRASTATE
                    -------------------------------------------------------
<S>                  <C>            <C>            <C>            <C>
TX                     [*]            [*]            [*]            [*]
UT                     [*]            [*]            [*]            [*]
VA                     [*]            [*]            [*]            [*]
VT                     [*]            [*]            [*]            [*]
WA                     [*]            [*]            [*]            [*]
WI                     [*]            [*]            [*]            [*]
WV                     [*]            [*]            [*]            [*]
WY                     [*]            [*]            [*]            [*]
===========================================================================
</TABLE>


Off-Shore Pricing:

<TABLE>
<CAPTION>
===========================================================================
                                   1+ (OUTBOUND) BASE RATES
STATE                       SWITCHED                     DEDICATED
                    -------------------------------------------------------
<S>                         <C>                           <C>
AK                            [*]                           [*]
HI                            [*]                           [*]
PR                            [*]                           [*]
USVI                          [*]                           [*]
===========================================================================
</TABLE>

Interstate and Intrastate calls terminating within the continental US are
billed based upon originating states.

Interstate and Intrastate calls terminating "Off-Shore" are billed based upon
terminating State/Region.

Interstate and Intrastate billing increments: [*]

--------------------
[*] Information redacted pursuant to a confidential treatment request
    throughout this exhibit.


QWEST COMMUNICATIONS PRIVILEGED AND CONFIDENTIAL               Exhibit B-4

<PAGE>   75

                                  SCHEDULE B-5
                                MEET POINT CITIES

        Customer is responsible for all access and related costs of DS-0, DS-1
or DS-3 dedicated facilities to connect to Qwest's nearest applicable meet point
as follows:

The "ATL", or Atlantic rates shown in the Qwest Express RBOC/ITC and Qwest
Express 8XX Origination Rate Exhibits will apply for all traffic that meets the
Qwest network at one of the following switch sites:

<-      111 Pavonia Ave., 7th Floor, Suite 725, JERSEY CITY, NJ 07310

<-      111 Market Place., Suite 400, BALTIMORE, MD 21202

<-      60 Hudson St., 11th Floor, NEW YORK CITY, NY 10013 (POP site that
        receives "switch site pricing")

The "MW", or Midwest rates shown in the Qwest Express RBOC/ITC and Qwest Express
8XX Origination Rate Exhibits will apply for all traffic that meets the Qwest
network at one of the following switch sites:

<-      Doral Plaza, Suite 222A, 155 N. Michigan Ave., CHICAGO, IL 60601

<-      NBC Tower, 455 North City Front Plaza, Suite 700, CHICAGO, IL 60611

<-      Prudential Town Center, 1000 Town Center, Suite 360, SOUTHFIELD, MI
        48075

<-      8793 Fulton County Road H, DELTA, OH 43515

<-      50 Public Square, Suite 640, CLEVELAND, OH 44113

<-      180 E. Broad St., Suite B2, COLUMBUS, OH 43215

The "NW", or Northwest rates shown in the Qwest Express RBOC/ITC and Qwest
Express 8XX Origination Rate Exhibits will apply for all traffic that meets the
Qwest network at one of the following switch sites:

<-      2001 6th Avenue, SEATTLE, WA 98121

The "S", or South rates shown in the Qwest Express RBOC/ITC and Qwest Express
8XX Origination Rate Exhibits will apply for all traffic that meets the Qwest
network at one of the following switch sites:

<-      2323 Bryan Street, Suite 770, DALLAS, TX

The "SE", or Southeast rates shown in the Qwest Express RBOC/ITC and Qwest
Express 8XX Origination Rate Exhibits will apply for all traffic that meets the
Qwest network at one of the following switch sites:

<-      Bank South Bldg., Suite 1910, 55 Marietta St., ATLANTA, GA 30303

<-      701 E. Trade Street, Suite D, CHARLOTTE, NC 28202



                              Qwest Communications
                          Confidential and Proprietary

                                        1
<PAGE>   76

<-      4895 Outland Center Drive, MEMPHIS, TN 38118

The "SW", or Southwest rates shown in the Qwest Express RBOC/ITC and Qwest
Express 8XX Origination Rate Exhibits will apply for all traffic that meets the
Qwest network at one of the following switch sites:

<-      624 S. Grand Ave., Suite 315, LOS ANGELES, CA 90017

<-      3040 Gold Camp Road, SACRAMENTO, CA

<-      910 15th Street, Suite 220, DENVER, CO 80202

The "POP ATL", or Atlantic POP rates shown in the Qwest Express RBOC/ITC and
Qwest Express 8XX Origination Rate Exhibits will apply for all traffic that
meets the Qwest network at one of the following POP sites:

<-      38th and Wyalusing Streets, PHILADELPHIA, PA

<-      1220 L Street N. W. Suite 1B, WASHINGTON, DC 20005

The "POP MW", or Midwest POP rates shown in the Qwest Express RBOC/ITC and Qwest
Express 8XX Origination Rate Exhibits will apply for all traffic that meets the
Qwest network at one of the following POP sites:

<-      1125 Grand Avenue, KANSAS CITY, MO

<-      900 Walnut Street, Suite 400, ST. LOUIS, MO

The "POP S", or South POP rates shown in the Qwest Express RBOC/ITC and Qwest
Express 8XX Origination Rate Exhibits will apply for all traffic that meets the
Qwest network at one of the following POP sites:

<-      15 West 16th Street, TULSA, OK

<-      2112 East California Street, OKLAHOMA CITY, OK

<-      777 Walker St. C-170, HOUSTON, TX

The "POP SW", or Southwest POP rates shown in the Qwest Express RBOC/ITC and
Qwest Express 8XX Origination Rate Exhibits will apply for all traffic that
meets the Qwest network at one of the following switch sites:

<-      4275 E. Sahara, LAS VEGAS, NV

<-      136 East South Temple, Suite 1560, SALT LAKE CITY, UT

<-      2600 N. Central, PHOENIX, AZ



                              Qwest Communications
                          Confidential and Proprietary

                                        2
<PAGE>   77

                                    EXHIBIT C
                                       TO
                              QWEST COMMUNICATIONS
                      TELECOMMUNICATIONS SERVICES AGREEMENT

                       Q.I/COMMERCE(TM) SERVICE AGREEMENT

This agreement ("Q.i/commerce Agreement" or "Exhibit C") is made as of March 11,
1999 March 11, 1999 between Qwest and Customer, with respect to that certain
Telecommunications Services Agreement entered into between the parties, dated
March 11, 1999 March 11, 1999 . This Q.i/commerce Agreement consists of this
signature page, the General Terms and Conditions attached hereto and which apply
to all services provided by Qwest under this Q.i/commerce Agreement, and each of
the other Addenda attached hereto and identified below by checking the
applicable box.

CUSTOMER ORDERS THE FOLLOWING SERVICES:  (Check Applicable Boxes)

[X]     Dedicated Internet Access Service pursuant to the terms in Addendum D-1
        ("DIA Pricing Schedule"), Addendum D-2 ("DIA SLA") , and Addendum D-3
        ("DIA Miscellaneous").

[ ]     Collocation Service pursuant to the terms in Addendum B-1 ("Collocation
        Pricing Schedule") and Addendum B-2 ("Collocation Terms and
        Conditions").

[ ]     Shared Web Hosting pursuant to the terms in Addendum C-1 ("Shared Web
        Hosting Pricing Schedule") and Addendum C-2 ("Shared Web Hosting Terms
        and Conditions").

[ ]     Virtual Private Data Network Service ("VPDN") pursuant to the terms in
        Addendum D-1 ("VPDN Pricing Schedule") and Addendum D-2 ("VPDN Terms and
        Conditions").

Customer and Qwest agree to the terms and conditions of this Q.i/commerce
Agreement:

Customer, Inc.:                             Qwest Communications Corporation:

By: /s/ C. G. RUDOLPH                       By: /s/ GREGORY M. CASEY
   -------------------------------             ---------------------------------

Title: Chairman & CEO                       Title: Sr. V.P. Wholesale Mkts.
      ----------------------------                ------------------------------

Date: 3-18-99                               Date: 3-22-99
     -----------------------------               -------------------------------



<PAGE>   78

                          GENERAL TERMS AND CONDITIONS

These General Terms and Conditions apply to Qwest's Q.i/commerce(TM) Services
and any other services acquired by Customer under this Q.i/commerce Agreement
(collectively the "Services") unless an Addendum to this Q.i/commerce Agreement
explicitly supercedes these General Terms and Conditions, in which event the
terms of the Addendum shall govern only the services subject to that Addendum.

1. Definitions Qwest's Q.i/commerce suite is an IP-based set of products and
services.

2. Rates and Charges; Payment. Customer agrees to pay all applicable rates and
charges set forth on each Addendum applicable to any Services acquired
hereunder. Charges shall be invoiced monthly and payment shall be due upon
Customer's receipt of invoice and payable within 30 days of the date of the
invoice. In the event Customer disputes any portion of an invoice, Customer
shall timely pay the disputed amount and provide Qwest with all information
supporting Customer's position regarding the disputed portion. Qwest shall
determine in its sole judgement whether such invoiced items were erroneous, and
shall issue an appropriate credit to Customer if it so determines. Customer will
pay all sales and use taxes, as well as duties or levies, arising in connection
with the Services.

3. Term and Termination.

3.01 This Q.i/commerce Agreement shall be effective upon Qwest's execution and
shall continue for the duration of the Term of the Agreement. In the event
Customer desires to terminate this Q.i/commerce Agreement in advance of the end
of the Initial Term, Customer shall pay Qwest a termination fee equal to the
lesser of (a) the remaining charges applicable through the end of the Initial
Term as scheduled, or (b) six months of monthly recurring charges as applicable
during the month previous to early termination by Customer.

3.02 In addition to the termination rights provided in Section 8, Qwest may
terminate this Q.i/commerce Agreement and cease provision of any Services upon
default of Customer. Default includes the failure to pay any amount when due
hereunder; the filing of a petition in bankruptcy by or against Customer or
Customer's inability to meet obligations when due; or failure of Customer to
cure any violation (other than failure to pay) of the provisions of this
Q.i/commerce Agreement within thirty (30) days notice thereof by Qwest.

3.03 In the event a law or regulatory action prohibits, substantially impairs or
makes impractical the provision of any Services under this Q.i/commerce
Agreement, as determined by Qwest, Qwest may terminate any Services or this
Q.i/commerce Agreement upon thirty (30) days written notice to Customer.

4. Rights and Obligations of Customer.

4.01 Customer shall at its expense undertake all necessary preparations required
to comply with Qwest's installation and maintenance instructions.

4.02 Customer shall comply with all policies set forth in the Internet
Acceptable Use Policies attached hereto

5. Software and Documentation Provided by Qwest. Software and related
documentation provided by Qwest to Customer in connection with any of the
Services ("Software") is subject to the following:

5.01 In consideration for payment of any applicable charges, Customer is granted
a personal, non-exclusive, non-transferable license to use the Software, in
object code form only, solely in connection with the Services for Customer's
internal business purposes on Customer-owned or Customer-leased equipment (the
"License"). Customer shall not use the Software (i) in connection with the
products or services of any third party, or (ii) to provide services for the
benefit of any third party, including without limitation as a service bureau.

5.02 Customer may make one copy of the Software, other than the documentation,
for archival or back-up purposes only, provided that any copyright and other
proprietary rights notices are reproduced on such copy. Customer shall not make
any copies of documentation provided as part of the Software.

5.03 Customer shall not: (i) attempt to reverse engineer, decompile, disassemble
or otherwise translate or modify the Software in any manner; or (ii) sell,
assign, license, sublicense or otherwise transfer, transmit or convey Software,
or any copies or modifications thereof, or any interest therein, to any third
party.

5.04 All rights in the Software, including without limitation any patents,
copyrights and any other intellectual property rights therein, shall remain the
exclusive property of Qwest or its licensors.

5.05 Except to the extent otherwise expressly agreed by the parties in writing,
Qwest has no obligation to provide maintenance or other support of any kind for
the Software, including without limitation any error corrections, updates,
enhancements or other modifications.

5.06 The License shall immediately terminate upon the earlier of: (i)
termination or expiration of this Q.i/commerce Agreement; (ii) termination of
the Service(s) with which the Software is intended for use; or (iii) failure of
Customer to comply with any provisions of this Section. Upon termination of any
License, at Qwest's option, Customer shall promptly either (i) destroy all
copies of the Software in its possession, or (ii) return all such copies to
Qwest, and in either event provide a written officer's certification confirming
the same.

6.      Equipment or Software not Provided by Qwest.

6.01 Except only as may be set forth in Addendum B-1 or B-2, Qwest shall not be
responsible for the installation, operation or maintenance of equipment or
software not



<PAGE>   79

provided by Qwest; nor shall Qwest be responsible for the transmission or
reception of information by equipment or software not provided by Qwest.

6.02 Customer shall be responsible for the use and compatibility of equipment or
software not provided by Qwest. In the event that Customer uses equipment or
software not provided by Qwest which impairs Customer's use of any Services: (a)
Customer shall nonetheless be liable for payment for all Services, including
without limitation any Software, provided by Qwest, and (b) any service
specifications or service levels generally applicable to the Services involved
shall not apply. Upon notice from Qwest that any equipment or software not
provided by Qwest is causing or is likely to cause any hazard, interference or
service obstruction, Customer shall immediately eliminate the likelihood of
hazard, interference or service obstruction and if Customer fails to do so,
Qwest may take such action as it deems required to eliminate such hazard,
interference or service obstruction.

6.03 Qwest shall not be responsible if any changes in any Services (a) cause
equipment or hardware not provided by Qwest to become obsolete or to require
modification or alteration, or (b) otherwise affect performance of equipment or
hardware not provided by Qwest.

6.04 Qwest reserves the right to allow or refuse to allow any make, model or
software revision of customer-provided equipment to be used as a gateway to any
Services. Customer will cooperate with Qwest in setting the initial
configuration for its equipment's interface with the Services.

6.05 Customer shall permit Qwest to access to its routers and other necessary
premise equipment including, without limitation, the router's SNMP variables and
configuration tables. Either Customer or Qwest shall be permitted to administer
the access controls (i.e., login and password) to the router's configuration
editor. Qwest will modify only that part of any Customer router configuration
which controls the interface into the Qwest network used to provide any
Services.

7.   Rights and Obligations of Qwest; Disclaimer of Warranties

7.01 Qwest shall operate and maintain the Services. Customer shall be
responsible for providing Qwest accurate information required to install the
Services. Qwest shall not be responsible for operating or maintaining software,
equipment or cabling that connects equipment not provided by Qwest to the
Services.
7.02 Customer agrees that Qwest and its affiliates exercise no control
whatsoever over the merchandise, information and services offered or made
available or accessible on the Internet. Customer further agrees that Qwest has
no obligation to monitor the Services. CUSTOMER ASSUMES TOTAL RESPONSIBILITY AND
RISK FOR CUSTOMER'S USE AND AUTHORIZED USERS' USE OF THE SERVICES, SOFTWARE, AND
THE INTERNET. NEITHER QWEST NOR ITS AFFILIATES MAKE ANY EXPRESS OR IMPLIED
WARRANTIES, REPRESENTATIONS OR ENDORSEMENTS WHATSOEVER INCLUDING, WITHOUT
LIMITATION, WARRANTIES OF TITLE OR NONINFRINGEMENT, OR THE IMPLIED WARRANTIES OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WITH REGARD TO ANY
MERCHANDISE, INFORMATION OR SERVICE PROVIDED THROUGH THE INTERNET, OR ANY
TRANSACTIONS CONDUCTED ON THE INTERNET, AND NEITHER QWEST OR ITS AFFILIATES
SHALL BE LIABLE FOR ANY COST OR DAMAGE ARISING EITHER DIRECTLY OR INDIRECTLY
FROM ANY SUCH USE OR TRANSACTION.

7.03 CUSTOMER UNDERSTANDS AND AGREES FURTHER THAT THE INTERNET CONTAINS UNEDITED
MATERIALS SOME OF WHICH ARE SEXUALLY EXPLICIT OR MAY BE OFFENSIVE TO SOME
PEOPLE. CUSTOMER AND CUSTOMER'S AUTHORIZED USERS ACCESS SUCH MATERIALS AT
CUSTOMER'S OWN RISK. QWEST HAS NO CONTROL OVER AND ACCEPTS NO LIABILITY OR
RESPONSIBILITY WHATSOEVER FOR SUCH MATERIALS.

7.04 THE SERVICES AND SOFTWARE ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE"
BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT
NOT LIMITED TO WARRANTIES OF TITLE, NONINFRINGEMENT OR IMPLIED WARRANTIES OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. NO ADVICE OR INFORMATION
GIVEN BY QWEST, ITS AFFILIATES OR ITS CONTRACTORS OR THEIR RESPECTIVE EMPLOYEES
SHALL CREATE A WARRANTY. NEITHER QWEST NOR ITS AFFILIATES WARRANTS THAT THE
SERVICE WILL BE UNINTERRUPTED OR ERROR FREE OR THAT ANY INFORMATION, SOFTWARE OR
OTHER MATERIAL ACCESSIBLE ON THE SERVICE IS FREE OF VIRUSES, WORMS, TROJAN
HORSES OR OTHER HARMFUL COMPONENTS.

7.05 IN NO EVENT SHALL QWEST, ITS AFFILIATES OR ITS CONTRACTORS BE LIABLE FOR
ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES
THAT RESULT IN ANY WAY FROM CUSTOMER'S (OR CUSTOMER'S AUTHORIZED USERS') USE OF
OR INABILITY TO USE THE SERVICES, THE SOFTWARE, OR TO ACCESS THE INTERNET OR ANY
PART THEREOF, OR CUSTOMER'S (OR AUTHORIZED USERS') RELIANCE ON OR USE OF
INFORMATION, SERVICES OR MERCHANDISE PROVIDED ON OR THROUGH THE SERVICES OR THE
SOFTWARE, OR THAT RESULT FROM MISTAKES, OMISSIONS, INTERRUPTIONS, DELETION OF
FILES, ERRORS, DEFECTS, DELAYS IN OPERATION, OR TRANSMISSION, OR ANY FAILURE OF
PERFORMANCE. QWEST'S LIABILITY HEREUNDER TO CUSTOMER SHALL IN NO EVENT EXCEED AN
AMOUNT EQUAL TO THE AVERAGE MONTHLY RECURRING CHARGE PAID BY CUSTOMER DURING THE
PERIOD FROM EXECUTION OF THE AGREEMENT TO THE DATE A CLAIM IS MADE.

7.06 If Customer is dissatisfied with the Services or with any terms,
conditions, rules, policies, guidelines, or practices of Qwest applicable to the
Services, Customer's sole and exclusive remedy is to terminate this Q.i/commerce
Agreement in accordance with Section 3 and discontinue using the Services.

8. Failure to Comply With Q.i/commerce Agreement. Qwest may deny Customer access
to and cease to provide all or part of any Services without notice if Customer
(a) violates any provision of Qwest's Internet Acceptable Use Policies, which
are appended to these



<PAGE>   80

General Terms and Conditions (and which may be modified from time to time as
provided in the Policy or by delivery of such modified Internet Policies to
Customer); or (b) engages in any conduct or activity that Qwest, in its sole
discretion, believes violates any of the terms and conditions of this
Q.i/commerce Agreement or causes a risk that Qwest may be subjected to civil or
criminal litigation, charges, or damages. If Qwest ceases to provide or denies
Customer access to any Services pursuant to the preceding sentence, neither
Customer nor any of its authorized users shall have any right (a) to access
through Qwest any materials stored on the Internet, (b) to obtain any credit(s)
otherwise due to Customer, and such credit(s) shall be forfeited, or (c) to
access third party services, merchandise or information on the Internet through
Qwest. Qwest shall have no responsibility to notify any third-party providers of
services, merchandise or information of any discontinuance of any Services
pursuant to this paragraph, nor any responsibility for any consequences
resulting from lack of such notification.

9. Indemnity. Customer agrees to defend, indemnify and hold Qwest and its
affiliates harmless from any and all liabilities, costs and expenses, including
reasonable attorneys' fees, related to or arising from: (a) any breach of this
Q.i/commerce Agreement by Customer or Authorized Users; (b) the use of the
Services or the Internet or the placement or transmission of any message,
information, software or other materials on the Internet by Customer or
Authorized Users; (c) acts or omissions of Customer, Customer's officers,
employees, agents or contractors in connection with the construction,
installation, maintenance, presence, use or removal of systems, channels or
terminal equipment or software not provided by Qwest which are connected or are
to be connected to the Services; and (d) claims for infringement of patents or
any intellectual property right arising from the use of any Services, equipment
and software, apparatus and systems not provided by Qwest in connection with any
Services.

10. Arbitration. Any dispute in connection with this Q.i/commerce Agreement
which is not settled to the mutual satisfaction of the parties within thirty
(30) days from the date that either party informs the other in writing that such
dispute or disagreement exists, shall be settled by arbitration in Denver,
Colorado in accordance with the Commercial Arbitration Rules of the American
Arbitration Association in effect on the date that such notice is given. The
decision of the arbitrator(s) shall be final and binding upon the parties and
shall include written findings of law and fact, and judgment may be obtained
thereon by either party in a court of competent jurisdiction. Each party shall
bear the cost of preparing and presenting its own case. The cost of the
arbitration, including the fees and expenses of the arbitrator(s), shall be
shared equally by the parties hereto unless the award otherwise provides. The
obligation herein to arbitrate shall not be binding upon any party with respect
to requests for preliminary injunctions, temporary restraining orders or other
similar temporary procedures in a court of competent jurisdiction to obtain
interim relief when deemed necessary by such court to preserve the status quo or
prevent irreparable injury pending resolution by arbitration of the actual
dispute.

11.      Miscellaneous.

11.01 In the event that any portion of this Q.i/commerce Agreement is held to be
unenforceable, the unenforceable portion shall be construed in accordance with
applicable law as nearly as possible to reflect the original intentions of the
parties and the remainder of the provisions shall remain in full force and
effect.

11.02 Qwest's failure to insist upon or enforce strict performance of any
provision of this Q.i/commerce Agreement shall not be construed as a waiver of
any provision or right. Neither the course of conduct between parties nor trade
practice shall act to modify any provision of this Q.i/commerce Agreement.

11.03 Customer shall not assign this Q.i/commerce Agreement without the prior
written consent of Qwest.

11.04 Qwest will not be responsible for performance of its obligations hereunder
where delayed or hindered by war, riots, embargoes, strikes or acts of its
vendors, suppliers, or workmen (whether of Qwest or others), accidents, acts of
God, or any other event beyond its reasonable control.

11.05 This Q.i/commerce Agreement shall be governed by and construed in
accordance with the laws of the State of Colorado, without regard to any
provisions thereof which would cause the application of the laws of any other
jurisdiction to this Q.i/commerce Agreement. Any cause of action Customer may
have with respect to the Service must be commenced within one (1) year after the
claim or cause of action arises or such claim or cause of action is barred.

11.06 This Q.i/commerce Agreement, including the Addendums hereto, constitutes
the entire agreement between Customer and Qwest with respect to the Q.i/commerce
Services.



<PAGE>   81

                     QWEST INTERNET ACCEPTABLE USE POLICIES

Qwest's objective is to provide and maintain the highest quality of IP services
available. Qwest must therefore maintain the integrity of not only its own
network, but the networks of the IP community at large. In order to protect not
only Qwest's network viability, but that of other networks as well, Qwest
prohibits certain practices and behaviors it deems detrimental to both its own
network and to the IP community at large by its customers and their users.

All provisions of these Internet Policies apply to Customer, and to any other
person, persons, organization, or other entity using Customer's IP services
including, but not limited to, hosted sites within the Customer's network;
co-located servers and services; Customer dialup clients; sub-letted tenants;
office-park or other dedicated IP circuit clients; business partners or other
affiliated entities or organizations; any other person, persons, organizations,
or entities whose IP traffic is either controlled, routed or processed by
Customer ("Authorized Users"). All obligations of Customer under these policies
also apply to all Authorized Users.

1.      EMAIL POLICIES

SPAM Policies:

Customers, or their Authorized Users, may not send unsolicited bulk or other
mail messages ("junk mail", "spam", or "UE") to any person who does not wish to
receive it. Customer must comply with any request to desist sending any further
mail message upon receipt of such request. Complaints to Customer about any
mail, in situations where the email recipient had inadvertently received a
legitimate bulk or other email message, must be responded to within 48 hours of
receipt of complaint.

        1) "Bulk" is defined as 25 or more electronic mail messages of the same
or substantially similar content within a 24 hour period.

        2) Unsolicited email ("UE") is any electronic mail, message, file,
program or application sent via industry standard email programs where the
recipient did not specifically ask to receive it. Email programs include Bulk
Mailers, List processors, and third-party re-mailers, and any other software
whose function includes, but is not limited to, the sending of email messages,
files, applications, and programs. Included in this list of Unsolicited Email
messages, without limitation, are commercial advertising, informational
announcements, or any other message, file, program or application. Email
recipients who subscribe to a mailing list, Listserv, registered product update
alert service, or who otherwise indicate interest in the content of the email in
a positive manner are not considered recipients of UE for the purposes of this
document.

        3) The use of third-party services to send unsolicited bulk or other
mail messages is tantamount to the Customer sending the message from its own
servers. Third-party re-mailers, processors, and "sanitizers" are those services
that for a fee or other consideration process and send Bulk or other electronic
mail, messages, files, programs, or applications on behalf of the Customer or
Client. Though transparently hiding the relay of first instance, the deleterious
effect on Qwest's network and the community at large of these mailings is the
same as if the Customer or Client had sent them out.

Other Mail Relaying:

Customer, or its Authorized Users, shall not use another non-Qwest site's mail
server to relay mail without the express permission of that site.



<PAGE>   82

        1) "Relay" is defined as (a) the configuration of any software or
program to use a non-Qwest external mail machine to send Customer Bulk or other
email in unattended mode; (b) the direct, interactive attachment to port 25 of
any non-Qwest machine to conduct a sendmail "conversation" with it for the
purposes of having that machine send the Bulk or other mail; or (c) any other
use of non-Qwest sendmail services and servers to send mail or other electronic
messages or files, whether directly or indirectly, whether the software used is
attended or unattended.

        2) Qwest servers and host may be used for relaying non-UE mail only upon
prior arrangement.

Mail Spoofing:

In no case shall the Customer use fictitious or deliberately inaccurate return
addresses in their outgoing mail ("Mail Spoofing"). This pertains to any
electronic message, file, program or application sent, whether UE or non-UE.

        1) Email Spoofing is the deliberate configuration of fictitious or
inaccurate return email usernames or domains within any outgoing email or
message. Included in this definition is the use of "Stealth" email software
which randomizes return addresses, or which uses known inaccurate or fictitious
return email addresses. Defenses to a spoofing incident may not include the
declaration of Customer ignorance of the email address a Stealth mailer may use.
Stealth software is designed and marketed to spoof email addresses.

        2) The unauthorized use of any Qwest-controlled domain in email without
the authorization of the domain registrant is prohibited.


2.      USENET NEWS SERVICE POLICIES

Customers who use Qwest's Usenet News services shall observe acceptable use
policies which apply to Usenet News. These include but not limited to the
following:

Usenet SPAM Policies:

Customers, or their Authorized Users, may not post bulk Usenet News to multiple
News groups or unrelated News groups. Bulk Usenet News is defined as posting
same News message to 5 or more News groups with unrelated content. Customer must
comply with any request to cease and desist sending any further bulk Usenet News
message upon receipt of such request.

Unacknowledged complaints, if confirmed to be legitimate, may result in
temporary suspension of Usenet News feed to Customer until the problem is
resolved.

Usenet News Spoofing Policy:

In no case shall Customer use fictitious or deliberately inaccurate return
addresses in their Usenet News postings. Confirmed News spoofing may result in
temporary suspension of Usenet News feed to Customer until the problem is
resolved.

        1) Usenet News Spoofing is the deliberate configuration of fictitious or
inaccurate return usernames or domains in any outgoing Usenet News header.



<PAGE>   83

        2) The unauthorized use of any Qwest-controlled domain in Usenet News
posts without the authorization of the domain registrant is prohibited.

3.       NETWORK - RELATED POLICIES

        In any of the following circumstances Qwest reserves the right, in its
sole discretion, to either block Customer's traffic from access to the Qwest
network or other networks, terminate on either a temporary or permanent basis
Customer's access to or interconnection with the Qwest network or any other
network, or cease provision of power or other facility support to Customer:

        1) Denial of Service attacks from Customer to other networks, verified
by Qwest using its own procedures. As used here, a "Denial of Service Attack"
means an attack to disable or disrupt the TCP/IP services, including but not
limited to TCPSYN attack, UDP Diagnostic port DoS attack, Smurfing attack or
similar attacks.

        2) Any attempts by Customer or its Authorized Users to break in to or
intrude into other networks. As used here, this includes, but is not limited to,
cracking of password files, exploiting of known or unknown security holes, or
through any other means, to gain logins and/or passwords for unauthorized access
to other networks.

        3) Deliberate or accidental Leaking of Routes. As used here, "Leaking of
Routes" means the failure to properly announce routes to Qwest according to
established protocol.

        4) Use of any third party's DNS Server without permission or consent of
the third party.

        5) Use of any third party's email server as MX backup without permission
or consent of the third party.

4.      CONTENT - RELATED POLICIES


        Although Qwest does not control, monitor, edit, approve or disapprove,
or necessarily have any knowledge of any of the content of Customer's or any
Client's servers, web pages, files, or other information, Qwest retains the
rights, in its sole discretion, to either block Customer's traffic from access
to the Qwest network or other networks, terminate on either a temporary or
permanent basis Customer's access to or interconnection with the Qwest network
or any other network, or cease provision of power or other facility support to
Customer in the event that Qwest becomes aware that Customer or any of its
Authorized Users has:

        1) Posted or transmitted any unlawful, threatening, abusive, libelous,
defamatory, legally obscene, profane or otherwise objectionable information of
any kind, including without limitation any transmissions constituting or
encouraging conduct that would constitute a criminal offense, give rise to civil
liability, or otherwise violate any local, state, national or international law,
including without limitation the U.S. export control laws and regulations;

        2) Posted or transmitted any information or software which contains a
virus, worm, Trojan horse, or other harmful component, or

        3) Uploaded, posted, published, transmitted, reproduced, or distributed
in any way, information, software or other material which is protected by
copyright or other proprietary right or derivative works with respect thereto,
without obtaining permission of the copyright owner or rightholder.

4.      CHANGE OF POLICIES AND LIMITATION OF LIABILITY



<PAGE>   84

        These policies are subject to change at any time by Qwest acting in its
sole discretion, and all such changes shall be binding upon Customer upon
written notice to Customer by Qwest.

        In the event that Qwest determines that Customer has violated or will
violate any of these policies, Qwest may take such action as Qwest solely
determines to be appropriate under the circumstances as known to Qwest at the
time such action was taken to eliminate or preclude such violation, and Qwest
shall not be liable for any damages of any nature suffered by any Customer,
Client, or third party resulting in whole or in part from its exercise of its
rights under these policies.



<PAGE>   85


                                  [QWEST LOGO]



--------------------------------------------------------------------------------
                       ADDENDUM C-1: DIA PRICING SCHEDULE



<TABLE>
<S>                                                                             <C>
1 DS3 BURSTABLE IP ACCESS
Fixed Rate/Month/Location Rate (0 - 3 Mbps):                                    [*]
Variable Rate/Month/Location/Incremental Mbps (4 - 18 Mbps)                     [*]
Variable Rate/Month/Location/Incremental Mbps (19 - 33 Mpbs)                    [*]
Variable Rate/Month/Location/Incremental Mbps (34 - 45 Mbps)                    [*]

1 OC3 BURSTABLE IP ACCESS
Fixed Rate/Month/Location (0 - 25 Mbps):                                        [*]
Variable Rate/Month/Location/Incremental Mbps (26 - 65 Mbps)                    [*]
Variable Rate/Month/Location/Incremental Mbps (66 - 105 Mbps)                   [*]
Variable Rate/Month/Location/Incremental Mbps (106 - 155 Mbps)                  [*]
</TABLE>


NOTES:  1Mbps traffic measurement for billing purposes will be based on the
        following calculation:

        -       Total bits (In and Out) for every 5-minute period for the month
                divided by 300 to arrive at average bits per second.

        -       All bit per second data points for the month are ranked in
                ascending order.

        -       The total number of data points for the month is multiplied by
                .95 to arrive at "n", or the 95th percentile.

        -       The greater of the In or Out bits per second associated with the
                nth data point is the rate that will be billed for the month.

        -       The rates above EXCLUDE local access connectivity between the
                ATG POP and the Qwest POP.

--------------------
[*] Information redacted pursuant to a confidential treatment request
    throughout this exhibit.


<PAGE>   86

                    ADDENDUM C-2: DIA SERVICE LEVEL AGREEMENT

The Dedicated Internet Access Services identified on Attachment C -1("DIA
Pricing Schedule") shall be subject to the provisions of the following service
level agreement which are applicable to each such Service.

                           Qwest Network Availability

For the domestic Qwest Internet Products and Services provided to Customer under
a signed agreement with carrier, carrier IS COMMITTED TO MAINTAIN AN end-to-end
Network Availability of 99.7% based on a minimum of 10 sites and measured as
detailed below under "Calculation".

Calculation

The calculation for end-to-end network availability for a given month is as
follows:

<TABLE>
        <S>                                                                        <C>
        (24 Hours x  # of Days in Month x Number of Sites) - Network Outage Time   =     Network
        ------------------------------------------------------------------------         Availability
                        (24 Hours x Days in Month x Number of Sites)
</TABLE>

Components Included

The performance of the following components of the products and services shall
be included in the determination of Network Availability.

~       All components of the Qwest Internet Network (e.g. POP to POP)

~       Carrier-provided local access facilities used to access the carrier
        Qwest Internet Network

~       Carrier-provided CSU/DSU/Channel Bank

Components Excluded

The following shall be excluded from any network outage time when calculating
the Network Availability:

~       The failure of any components beyond the Customer side of either the
        access provider demarcation or the CSU/DSU/Channel Bank if not provided
        by carrier

~       Scheduled network downtime during carrier's maintenance window

~       The failure of any components which cannot be corrected due to
        inaccessibility of Customer, or causes beyond the reasonable control of
        the carrier

Network Availability Measurement and Remedies

Network outage time in the Network Availability calculation is measured based on
the total outage time of all affected sites, subject to the included and
excluded components set forth herein. An outage condition shall exist when
Customer is unable to transmit data when recorded in the trouble ticket system.
Outage time is measured from the time the trouble ticket is opened to the time
the site is again able to transmit and receive data.

Upon verification that the actual Network Availability is below the Committed
Network Availability, Qwest shall evaluate the network and take corrective
action to remedy the problem. If the Actual Network Availability falls below the
Committed Network Availability, Qwest shall provide a service credit equal to
100 percent (100%) of one day's charge for all ports with validated outages in
the applicable day.

There shall be no caps on either monthly or yearly service credit amounts.

                        End-To-End Network availability

For domestic Qwest Internet products and services provided under this Agreement,
Qwest is committed to maintain an end-to-end network availability of 99.7%.



<PAGE>   87

Calculation

The calculation for end-to-end network availability for a given month is as
follows:

<TABLE>
<S>                                                                               <C>
        (24 Hours x # of Days in Month x Number of Sites) - Network Outage Time   =         Network
        -----------------------------------------------------------------------             Availability
                       (24 Hours x Days in Month x Number of Sites)
</TABLE>

Components Included

The performance of the following components of the products and services shall
be included in the determination of Network Availability.

~       All components of the Qwest Internet Network

~       Carrier-provided local access facilities used to access the Qwest
        Internet Network (e.g. local loop)

Components Excluded

The following shall be excluded from any network outage time when calculating
the Network Availability:

~       The failure of any components beyond the premise of the Qwest
        demarcation

~       Network downtime during carrier's scheduled maintenance window

~       The failure of any components which cannot be corrected due to
        inaccessibility or causes beyond the reasonable control of Qwest

Network Availability Measurement and Remedies

Network outage time in the Network Availability calculation is measured based on
the total outage time of all affected sites, subject to the included and
excluded components set forth herein. An outage condition shall exist when a
site is unable to transmit data when recorded in the trouble ticket system.
Outage time is measured from the time the trouble ticket is opened to the time
the site is again able to transmit and receive data.

Upon verification that the actual Network Availability is below the Committed
Network Availability, Qwest shall evaluate the network and take corrective
action to remedy the problem. If the Actual Network Availability falls below the
Committed Network Availability, Qwest shall provide a service credit equal to
100 percent (100%) of one day's charge for all ports with validated outages in
the applicable day.

                        End-To-End Network Availability

For domestic Qwest Internet products and services provided under this Agreement,
Qwest is committed to maintain an end-to-end network availability of 99.7%.

Calculation

The calculation for end-to-end network availability for a given month is as
follows:

<TABLE>
        <S>                                                                              <C>
        (24 Hours x # of Days in Month x Number of Sites) - Customer Outage Time   =     DIA Network
        ------------------------------------------------------------------------         Availability
                       (24 Hours x Days in Month x Number of Sites)
</TABLE>

Components Included

The performance of the following components of the products and services shall
be included in the determination of Network Availability.

~       All components of the Qwest Internet Network

~       Carrier-provided local access facilities used to access the Qwest
        Internet Network (e.g. local loop) when provided by Qwest to Customer

Components Excluded



<PAGE>   88

The following shall be excluded from any network outage time when calculating
the Network Availability:

~       The failure of any components beyond the premise of the Qwest
        demarcation

~       Network downtime during carrier's scheduled maintenance window (overlap)

~       The failure of any components which cannot be corrected due to
        inaccessibility or causes beyond the reasonable control of Qwest

~       Nonpayment

~       Abuse/Unlawful Use

Network Availability Measurement and Remedies

Network outage time in the Network Availability calculation is measured based on
the total outage time of all Customer affected sites, subject to the included
and excluded components set forth herein. An outage condition shall exist when a
site is unable to transmit data when recorded in the trouble ticket system.
Outage time is measured from the time the trouble ticket is opened to the time
the site is again able to transmit and receive data.

Upon verification that the actual Network Availability is below the Committed
Network Availability, Qwest shall evaluate the network and take corrective
action to remedy the problem. If the Actual Network Availability falls below the
Committed Network Availability, Qwest shall provide a service credit equal to
100 percent (100%) of one day's charge for all affected ports.

                     Network Delay Service Level Agreement

For the domestic Qwest Internet Service provided to Customer under a signed
agreement with carrier, carrier is committed to maintain an average, end-to-end,
roundtrip on-network delay (Committed Network Delay) as follows;

95 milliseconds for DS-3 Access (POPs located in the continental United States
only).

Calculation

The calculation for average, end-to-end, roundtrip network delay (Average
Network Delay) for a given month is as follows based on the procedure criteria
defined below:

<TABLE>
           <S>                                                    <C>
           Total End-to-End, Roundtrip Delay for All Connections  =  Average Network Delay
           -----------------------------------------------------
                         Total Number of Connections
</TABLE>

Components Included

The performance of the following components of the Products and Services shall
be included in the determination of Average Network Delay:

~       All components of the carrier Qwest Internet Network

~       Carrier-provided local access facilities used to access the carrier
        Qwest Internet Network

~       Carrier-provided CSU/DSU/Channel Bank

Components Excluded

The following components shall be excluded in the determination of Average
Network Delay:

~       Equipment beyond the Customer side of either the access provider
        demarcation or the CSU/DSU/Channel Bank if provided by carrier

~       International connections, Peering Interfaces to other ISPs and/or Qwest
        Internet Gateways to other carrier products.

Average Network Delay Measurement and Remedies

Average Network Delay will be measured by a carrier/Customer test in accordance
with the following criteria:



<PAGE>   89

~       software and hardware components capable of measuring Customer
        application traffic and responses shall be placed at each Customer site
        to be measured for roundtrip delay.

~       Total End-to-End, Roundtrip Delay Measurements shall be performed during
        the same four (4) hour period over a minimum of five (5) consecutive
        business days to adequately determine a consistent average performance
        level for the calculation.

~       Customer routers between which the data are transmitted are not more
        than fifty (50) percent utilized during the hour in which the packets
        are transmitted. Both the initiation and termination routers must be
        directly connected via a carrier Qwest Internet connection. End points
        must be located within the 48 contiguous United States.

~       The ports on both access ends between which packets are transmitted must
        not be more than fifty percent (50%) utilized during the hour in which
        packets are transmitted.

Upon verification by carrier that the actual Average Network Delay is below the
Committed Network Delay, the carrier shall take corrective action to remedy the
problem. Carrier shall have thirty (30) days from the date of such verification
to restore the Average Network Delay to the Committed Network Delay. If the
Average Network Delay is still below the committed Network Delay after such
thirty (30) day period, then, for each day that the carrier does not comply with
the Committed Network Delay, carrier shall provide Customer a service credit
equal to 50% percent (50%) of the daily charge for all Ports with validated
outages for the applicable day on a retroactive basis from the date of
verification.

There shall be no caps on either monthly or yearly service credit amounts.

                         Maintenance Window Definition

The maintenance window defines the process for normal upgrades of hardware and
software in a reasonable time frame, giving adequate warning to affected
customers.

There are three levels of urgency for upgrades and fixes:

1.      Normal outages for increasing capacity or upgrading software. Normal
        outages fit into a weekly window in the local off peak hours, with 2 or
        more business day notice to customers.

2.      More urgent problems that degrade service but don't always require
        immediate repair. Maintenance is performed in the local off peak hours,
        with as much notice as possible.

3.      Service affecting problems that must be fixed immediately. These
        services can take place at any time, with notification as soon as
        possible.

<TABLE>
<CAPTION>
 SEVERITY        NOTICE        DAY OF WORK         TIME         REQUIRED NOTICE     SLA OUTAGE
 --------        ------        -----------         ----         ---------------     ----------
<S>           <C>              <C>           <C>                <C>                 <C>
  Normal      By Wed. night      Sunday      2-4am local time   2 business days         No
  Urgent          ASAP             Any           2am-done          As much as           Yes
                                                                    possible
  Critical        ASAP             Any             Any             As much as           Yes
                                                                    possible
</TABLE>

                               SLA Implementation

1.      Who does the customer call if they experience a problem? The Network
        Operations Center via email, telephone, or fax.

2.      What evidence is needed to apply for a service credit? The time stamp on
        the return email from the Network Operations Center stating when the
        problem was detected and when it was corrected.

3.      How does the customer get credited?

4.



<PAGE>   90

        The Network Operations Center will notify billing upon request by the
        customer, or the customer can email their trouble ticket notification
        direct to billing.


**      Service level agreements for new customers begin to take effect on the
        first day of the second month after initial installation of service.

        Overall responsibility to claim any credits belongs to the Customer and
must be done within 30 days of a Service Outage. Customer may only obtain one
credit per month.



<PAGE>   91

                                    EXHIBIT D
                                       TO
                              QWEST COMMUNICATIONS
                      TELECOMMUNICATIONS SERVICES AGREEMENT

                               REVENUE COMMITMENT

1. REVENUE COMMITMENT: Customer acknowledges and agrees that certain rates,
charges and discounts are provided to Customer in consideration of Customer's
agreement to meet or exceed the revenue commitments established in this Exhibit
D, and that such rates, charges and discounts would not be offered to Customer
without Customer's agreement to make such commitments. The parties agree that
any agreed-upon true up payments, deficiency charges, early termination fees or
other relief (the "Commitment Remedies") set forth in this Exhibit D to any
agreed-upon revenue commitments represent mutual good faith estimates of, and
bear reasonable relationships to, the actual damages of Qwest in the event of a
failure by Customer to meet or exceed such revenue commitments. The parties
further agree that such Commitment Remedies do not represent a penalty of any
kind and shall be obligations of Customer subject to specific performance.

1.1     During the Term of the Agreement, Customer commits to purchase Services
        from Qwest in accordance with the amounts set forth in Table D-1 below
        ("Total Minimum Revenue Commitment"). Revenue from any collocation
        agreements entered into by the parties shall not contribute toward the
        Total Minimum Revenue Commitment or the Minimum Revenue Commitment. The
        "Commitment Period" of the Agreement shall not commence until Qwest
        delivers to CUSTOMER any Facility pursuant to the terms of this
        Agreement.
                                          TABLE D-1

<TABLE>
<CAPTION>
                  COMMITMENT PERIOD               MINIMUM REVENUE COMMITMENT
                     (IN MONTHS)                        BY TIME PERIOD
                     -----------                        --------------
                  <S>                             <C>
                        0-36                              [*]
                        37-48                             [*]
                        49-60                             [*]
                        61-72                             [*]
                        73-84                             [*]

              TOTAL MINIMUM COMMITMENT                    [*]
</TABLE>

1.2     In the event CUSTOMER fails to meet its minimum revenue commitment
        ("MRC") as identified in Table D-1 and Qwest has otherwise fulfilled its
        material obligations to CUSTOMER, Qwest shall be entitled to a true up
        payment for the short fall in services purchased during that period.
        This true up payment shall be due and payable within fifteen (15) days
        of receipt of such true up invoice from Qwest after the end of such
        period. In the event that the services or purchases

--------------------
[*] Information redacted pursuant to a confidential treatment request
    throughout this exhibit.

<PAGE>   92

        paid for by CUSTOMER during any period of the contract term are in
        excess of the MRC for such period, CUSTOMER shall have the option to
        either 1) apply such excess toward the subsequent period; or 2) apply
        such excess, or a portion thereof, as a credit payment for services;
        provided, however, that option (2) herein shall only be available if
        CUSTOMER has previously made a true up payment to Qwest; and the amount
        of credit payment for services shall be limited to the amount of such
        previously paid true up payment by CUSTOMER. In the event that such
        excess amount is greater than the amount of any previous true up payment
        and CUSTOMER elects option (2), the difference between such excess
        amount and true up payment shall be applied toward the next MRC in
        accordance with option (1).

1.3     Qwest will provide CUSTOMER a "Meet the Market" option that will apply
        to the price of Qwest services being purchased by CUSTOMER. This option
        provides that Qwest will meet the rates as set forth in any bona fide
        offer received by CUSTOMER for like services, like guaranteed service
        level agreement and like term of agreement, provided, that CUSTOMER
        shall provide to Qwest sufficient documentation evidencing such bona
        fide offer. If Qwest opts to not meet the bona fide service offer,
        CUSTOMER's sole remedy shall be to terminate the Agreement without any
        further obligation to Qwest, and without any Termination Charge as
        specified in Section 3 herein. This option will be exercisable for
        Switched Voice Services only on an annual basis, in months [*]. For all
        other communication services purchased by CUSTOMER, this option will
        only be exercisable by CUSTOMER in month [*] and month [*] of the
        Agreement.

1.4     In the event that CUSTOMER exceeds the Total Minimum Commitment detailed
        in Table D-1 prior to the expiration of the Initial Term, CUSTOMER shall
        have the option to renegotiate or expand the terms of the TSA

2.      CONTRACT ESCROW:

        2.1 CUSTOMER shall deliver the following payments to Qwest as an
        additional assurance of contract commitment ("Total Minimum Commitment")
        detailed above. Should CUSTOMER fail to meet or exceed the first Minimum
        Revenue Commitment ("MRC") for the first commitment period ([*] for
        Months 0 - 36) the Contract Escrow payments detailed below, plus earned
        interest, shall: 1) if greater than the MRC shortfall, be utilized to
        make the true up payment with the excess amount over the MRC shortfall
        applied against CUSTOMER's subsequent service invoice(s), or 2) if less
        than the MRC shortfall, be remitted to Qwest in addition to payment of
        the MRC shortfall payment. However, if CUSTOMER exceeds the MRC for the
        first commitment period [*] for Months 0 - 36), the Contract Escrow
        payments detailed below, plus earned interest, shall be

--------------------
[*] Information redacted pursuant to a confidential treatment request
    throughout this exhibit.


<PAGE>   93

        applied against CUSTOMER service invoice(s) within fifteen (15) days of
        verification of MRC attainment.

<TABLE>
<CAPTION>
                            MONTH               CONTRACT ESCROW PAYMENT
                            -----               -----------------------
                            <S>                 <C>
                              1                        [*]
                              13                       [*]
                              25                       [*]

                    TOTAL CONTRACT ESCROW              [*]
</TABLE>

3.      TERMINATION CHARGE:

3.1     At any time after the Effective Date through the end of the Term,
        Customer may terminate this Agreement in its entirety, without cause, by
        delivering to Qwest a written notice of termination. Customer shall, in
        the event that it exercises its right to terminate for convenience
        hereunder, pay Qwest (in certified funds) the applicable termination
        charge ("Termination Charge") calculated as set forth in Section 3.2
        below. In the event that the Total Minimum Commitment has been fully
        satisfied, Customer may terminate this Agreement without payment of any
        Termination Charge. The notice of termination shall set forth the
        effective date for termination of the Agreement, and the Termination
        Charge shall be due and payable within thirty (30) days after Customer's
        receipt of the final invoice for Services delivered prior to the
        effective date of termination.

3.2     In the event Customer elects to exercise its right to terminate this
        Agreement for convenience under Section 3.1 above, Customer shall pay to
        Qwest a Termination Charge calculated as follows:

        (a)    If the amount actually paid by Customer for all Services and
               Products delivered through the date of termination of the
               Agreement is less than [*], then the difference between fifty
               percent (50%) of the Total Minimum Commitment (or [*]) and the
               amount actually paid by Customer for all Services delivered to
               through the date of termination of the Agreement; plus

        (b)    fifty percent (50%) of the remaining Total Minimum Commitment.

        Two examples of the method for calculation of the Termination Charge are
        set forth below:

<TABLE>
        <S>                                   <C>                      <C>
        Total Minimum Commitment              [*]                      [*]
        Actual revenue paid                   [*]                      [*]
        Modified to (a) above                 [*]                      [*]
        50% of remaining amount               [*]                      [*]
</TABLE>

--------------------
[*] Information redacted pursuant to a confidential treatment request
    throughout this exhibit.



<PAGE>   94

<TABLE>
        <S>                                   <C>                      <C>
        Termination Charge                    [*]                      [*]
</TABLE>

4.      FURTHER ASSURANCES:

4.1     In consideration of the Total Minimum Commitment, Qwest New Business
        Development Organization will negotiate in good faith with CUSTOMER
        regarding a dark fiber lease between Salem, Oregon and Eugene, Oregon,
        as well as additional markets on a case-by-case basis, in the future.
        Notwithstanding anything to the contrary herein, neither party shall
        have the obligation to complete or consummate such dark fiber
        transactions.

4.2     In consideration of the Total Minimum Commitment, Qwest Wholesale
        Markets Division will, for switched voice services purchased from Qwest,
        provide CUSTOMER with a discount from negotiated base rates equal to the
        greater of i) the actual monthly dollar volume for switched voice
        services achieved by CUSTOMER, or ii) the amortized monthly dollar
        volume associated with the Total Minimum Commitment (i.e.; [*]) as
        detailed in Table D-1. The volume discount structure utilized will be as
        contained in Qwest's standard wholesale switched voice services product
        offering (as set forth in the Carrier Services Agreement dated July 14,
        1998 provided to CUSTOMER) plus an additional two percent (2%)
        consideration for the expanded term of the Total Minimum Commitment
        period, the total discount from base rates not to exceed 15% at any
        time. Only the true up payment defined in Section 1.2 of this Exhibit D
        shall apply.

4.3     In consideration of the Total Minimum Commitment, Qwest Wholesale
        Markets Division will, for ATM Services purchased from Qwest, provide
        CUSTOMER with a discount from base rates equal to the greater of i) the
        actual monthly dollar volume for ATM Services achieved by CUSTOMER, or
        ii) the amortized monthly dollar volume associated with the Total
        Minimum Commitment (i.e.; [*]) as detailed in Table D-1. The volume
        discount structure utilized will be as defined below.

<TABLE>
<CAPTION>
             MONTHLY ATM SERVICE REVENUE                DISCOUNT
             ---------------------------                --------
             <S>                                   <C>
                 [*]                               [*]
                 [*]                               [*]
                 [*]                               [*]
                 [*]                               [*]
                 [*]                               [*]
                 [*]                               [*]
                 [*]                               [*]
</TABLE>

--------------------
[*] Information redacted pursuant to a confidential treatment request
    throughout this exhibit.



<PAGE>   95

4.4     In consideration of the Total Minimum Commitment, for all other Qwest
        Wholesale Products and Services which currently exist or which may be
        developed in the future AND which may, at Qwest's sole discretion, allow
        for volume discount pricing and which are purchased from Qwest by
        CUSTOMER, Qwest Wholesale Markets Division will provide CUSTOMER with a
        discount from base rates equal to the greater of i) the actual monthly
        dollar volume for such Products and Services purchased by CUSTOMER, or
        ii) the amortized monthly dollar volume associated with the Total
        Minimum Commitment (i.e.; [*]) as detailed in Table D-1. Only the
        true up payment defined in Section 1.2 of this Exhibit D shall apply.

4.5     In consideration of the Total Minimum Commitment, Qwest will establish,
        at its sole expense, a "Virtual POP" in Santa Rosa, CA for CUSTOMER,
        provided that CUSTOMER will, at a minimum, be purchasing a DS-3 or more
        in revenue bearing services from Qwest in Santa Rosa, CA for as long as
        CUSTOMER maintains such "Virtual POP".

4.6     Qwest may, at its own discretion, utilize CUSTOMER for Access and Local
        Exchange Services in those markets under contemplation by CUSTOMER for
        entry.

4.7     The parties agree to renegotiate the Switched/Switchless Voice
        termination rates applicable to this Agreement within sixty (60) days of
        the Effective Date.

4.8     Qwest will, at its discretion, provide CUSTOMER a POP or a meet-point in
        Tacoma, WA. CUSTOMER shall, at its sole expense, establish a
        Point-of-Interconnect ("POI") at the Qwest fiber route in Tacoma as
        established by the Qwest New Business Development Organization. The
        timing of the deployment of the Tacoma POP or meet-point shall be
        mutually agreed upon by the parties in writing.