<PAGE>
                                                                   EXHIBIT 10.24

           INTERCONNECTION AGREEMENT UNDER SECTIONS 251 AND 252 OF THE
                         TELECOMMUNICATIONS ACT OF 1996

                          Dated as of September 4, 1998

                                 by and between

                 NEW ENGLAND TELEPHONE & TELEGRAPH COMPANY, dba
                          BELL ATLANTIC - MASSACHUSETTS

                                       and

                       COMMUNITY NETWORKS OF MASSACHUSETTS
<PAGE>

           INTERCONNECTION AGREEMENT UNDER SECTIONS 251 AND 252 OF THE
                         TELECOMMUNICATIONS ACT OF 1996

         This Interconnection Agreement (this "Agreement"), under Sections 251
and 252 of the Telecommunications Act of 1996 (the "Act"), is effective as of
the 4th day of September, 1998 (the "Effective Date"), by and between New
England Telephone & Telegraph Company, Inc. d/b/a Bell Atlantic - Massachusetts
("BA"), a New York corporation with offices at 185 Franklin Street, Boston,
Massachusetts 02110, and Community Networks of Massachusetts ("Community"), a
Delaware corporation with offices at 45-18 Court Square, Suite 502, Long Island
City, New York 11101 (each a "Party" and, collectively, the "Parties").

         WHEREAS, Community has requested that BA make available to Community
interconnection, service and unbundled network elements upon the same terms and
conditions as provided in the Interconnection Agreement (and amendments thereto)
between AT&T Communications of New England, Inc. ("AT&T") and BA, dated April
13, 1998, for Massachusetts, approved by the Massachusetts Department of
Telecommunications and Energy ("Department") on May 18, 1998 under Section 252
of the Act (the "Separate Agreement") and attached as Appendix 1 hereto; and

         WHEREAS, BA has undertaken to make such terms and conditions available
to Community hereby only because and, to the extent required by, Section 252(i)
of the Act.

         NOW, THEREFORE, in consideration of the mutual provisions contained
herein and other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, Community and BA hereby agree as follows:

         1.0 Incorporation of Appendix by Reference

         1.1 Except as expressly stated herein, the terms and conditions of
Appendix 1 hereto, with all Schedules and Exhibits thereto, are incorporated by
reference in their entirety herein and form an integral part of this Agreement.

         1.2 References in Appendix 1 hereto to AT&T Communications of New
England, Inc., or to AT&T shall for purposes of this Agreement be deemed to
refer to Community.

         1.3 References in Appendix 1 hereto to the "Effective Date", the date
of effectiveness thereof and like provisions shall for purposes of this
Agreement be deemed to refer to the date first written above. Unless terminated
earlier in accordance with the terms of Appendix 1 hereto, this Agreement shall
continue in effect until the Separate Agreement is terminated.
<PAGE>

         1.4 All notices, affidavits, exemption-certificates or other
communications to Community related to tax matters shall be sent to the
following address:

                  Community Networks of Massachusetts
                  45-18 Court Square, Suite 502
                  Long Island City, New York 11101
                  Attn: Mr. T.J. Anderson

         1.5 All notices, affidavits, exemption-certificates or other
communications to BA related to tax matters shall be sent to the following
address:

                  Tax Administration
                  Bell Atlantic Corporation
                  1095 Avenue of the Americas
                  Room 3109
                  New York, New York 10036

         1.6 Notices to Community under General Terms and Conditions, Section
17, of Appendix 1 hereto shall be sent to the following address:

                  Community Networks of Massachusetts
                  45-18 Court Square, Suite 502
                  Long Island City, New York 11101
                  Attn: Mr. T.J. Anderson
                  Facsimile: (718) 706-9411

         1.7 Notices to BA under General Terms and Conditions, Section 17, of
Appendix 1 hereto shall be sent to the following address:

                  Bell Atlantic Corporation
                  1095 Avenue of Americas
                  New York, NY 10036
                  Attn: President -Telecom Industry Services
                  Facsimile: (212) 597-2585

                  with a copy to:

                  Bell Atlantic Corporation
                  1095 Avenue of Americas
                  40th Floor

                                       2
<PAGE>

                  New York, NY 10036
                  Attn: General Counsel
                  Facsimile: (212) 597-2560

         2.0      Amendments and Clarifications

         2.1 The Parties agree that if any judicial or regulatory authority of
competent jurisdiction determines (or has determined) that BA is not required to
furnish any service or item or provide any benefit to telecommunications
carriers otherwise required to be furnished or provided to Community hereunder,
then BA may, at its sole option, avail itself of any such determination by
providing written notice thereof to Community.

         2.2 Notwithstanding anything to the contrary contained in this
Agreement, the Parties agree that BA shall only be required to provide
Combinations and any services related to its provision of Combinations to the
extent (a) required by Applicable Law or (b) mutually agreed to by the Parties
in writing after the date hereof.

         2.3 For the avoidance of doubt, the Parties acknowledge and agree that
the term "Dedicated Transport", as described in Part II, Section 2.9.5.2 of
Appendix 1 hereto, does not include within its definition transmissions between
locations that include subscriber premises.

         2.4 The reciprocal compensation provisions set forth in this Agreement
do not apply to Internet-bound traffic because such traffic is not local
traffic.

         2.5 The entry into, filing and performance by BA of this Agreement does
not in any way constitute a waiver by BA of any of the rights and remedies it
may have to seek review of any of the provisions of the Separate Agreement, or
to petition the Department, other administrative body or court for
reconsideration or reversal of any determination made by any of them, or to seek
review in any way of any portion of this Agreement in connection with
Community's election under Section 252(i) of the Act.

                                       3
<PAGE>

         IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be
executed as of this 4th day of September, 1998.

COMMUNITY NETWORKS                BELL ATLANTIC
OF MASSACHUSETTS                  MASSACHUSETTS, INC.

By:                               By:
     ----------------------


Printed:                          Printed:  Jacob J. Goldberg
          -----------------                 -----------------
Title:                            Title:  President, Telecom Industry Services
          -----------------               ------------------------------------

                                       4
<PAGE>

                                    AGREEMENT

                                     between

                   New England Telephone and Telegraph Company
                                    d/b/a BA

                                       and

                    AT&T Communications of New England, Inc.

                           Dated as of April 13, 1998
<PAGE>

                                TABLE OF CONTENTS


(1)      GENERAL TERMS AND CONDITIONS

(2)      PART I - Telecommunications Services Provided for Resale
                  Appendix A

(3)      PART II - Unbundled Network Elements and Combinations
                  Exhibit A - Bona Fide Request Process
                  Exhibit B - Timetable for Providing Elements

(4)      PART III - Service Description: Ancillary Functions
                  Exhibit A -
                  Appendix A - Collocation Schedule
                  Appendix B - Application for Collocation
                  Appendix C - Insurance Certification
                  Appendix D - Grounding Requirements
                  Appendix E - Construction Work Completion Notice

(5)      PART IV - Pricing Schedule
                  Exhibit A - Local and Toll Call Flows and Intercarrier Billing
                   in the Competitive Telecommunications Environment
                  Attachment A - Unbundled Network Elements
                  Attachment B - Call Flow Diagram

(6)      Attachment 1 - Definitions

(7)      Attachment 2 - Operations Plan and Implementation Team

(8)      Attachment 3 - Intentionally Omitted

(9)      Attachment 4 - Intentionally Omitted

(10)     Attachment 5 - Intentionally Omitted

(11)     Attachment 6 - Billing and Recording
<PAGE>

                                TABLE OF CONTENTS
                          General Terms and Conditions

<TABLE>
<CAPTION>
                                                                                                              Page
                                                                                                              ----



<S>                                                                                                            <C>
RECITALS..........................................................................................................1

DEFINITIONS.......................................................................................................2

GENERAL TERMS AND CONDITIONS......................................................................................2
         1.       Scope of the Agreement..........................................................................2
         2.       Term of Agreement; Termination..................................................................2
         3.       Transitional Support............................................................................4
         4.       Good Faith Performance..........................................................................4
         5.       Option to Obtain Local Services, Network Elements or .Combinations Under Other Agreements ......4
         6.       Responsibility of Each Party....................................................................5
         7.       Government Compliance...........................................................................5
         8.       Regulatory Matters..............................................................................6
         9.       Liability and Indemnity.........................................................................7
                  9.1      Indemnification........................................................................7
                  9.2      Limitation of Liability................................................................8
         10.      Payment Terms, Disputed Amounts and Audits......................................................8
                  10.1     Local Services.........................................................................8
                  10.2     Payment Terms - Other than Local Services..............................................9
                  10.3     Disputed Amounts - Other than Local Services..........................................10
                  10.4     Audits and Inspections................................................................13
                  10.5     Alternate Billing to Third Numbers....................................................14
                  10.6     Reciprocal Compensation...............................................................17
         11.      Service Standards..............................................................................19
         12.      OSS/Electronic Interfaces......................................................................19
         13.      Operations Plan and Implementation Team........................................................22
         14.      Force Majeure..................................................................................22
         15.      Certain State and Local Taxes..................................................................23
         16.      Dispute Resolution.............................................................................23
         17.      Notices........................................................................................27
         18.      Confidentiality................................................................................29
         19.      Number Portability.............................................................................30
                  19.1     Interim Number Portability............................................................30
                  19.2     Number Reassignment...................................................................33
         20.      Directory Listings and Directory Distributions.................................................33
</TABLE>

                                      ii
<PAGE>

<TABLE>
<S>                                                                                                            <C>
         21.      Subscriber List Information....................................................................35
         22.      Miscellaneous..................................................................................35
                  22.1     Delegation or Assignment..............................................................35
                  22.2     Nonexclusive Remedies.................................................................35
                  22.3     No Third Party Beneficiaries..........................................................36
                  22.4     Referenced Documents..................................................................36
                  22.5     Governing Law.........................................................................36
                  22.6     Publicity and Advertising.............................................................36
                  22.7     Amendments or Waivers.................................................................36
                  22.8     Severability..........................................................................37
                  22.9     Entire Agreement......................................................................37
                  22.10    Survival of Obligations...............................................................37
                  22.11    Executed in Counterparts..............................................................37
                  22.12    Headings of No Force or Effect........................................................37
                  22.13    Joint Work Product....................................................................38
                  22.14    Nonexclusive Dealings.................................................................38
                  22.15    No License............................................................................38
                  22.16    Dialing Parity........................................................................38
                  22.17    Disclaimer of Warranties..............................................................38
</TABLE>

                                      iii
<PAGE>

                            INTERCONNECTION AGREEMENT

         This Agreement, which shall become effective upon the date executed in
accordance with Section 2(a), is entered into by and between AT&T Communications
of New England, Inc., a Massachusetts corporation, having an office at 32 Avenue
of the Americas, New York, New York 10013 ("AT&T"), and New England Telephone
and Telegraph Company, d/b/a Bell Atlantic -Massachusetts, a New York
corporation, having an office at 185 Franklin Street, Boston, Massachusetts
02110 ("BA").

                                    RECITALS

         WHEREAS, the Telecommunications Act of 1996 (as amended or modified
from time to time, the "Act") was signed into law on February 8, 1996; and

         WHEREAS, the Act places certain duties and obligations upon, and grants
certain rights to, Telecommunications Carriers; and

         WHEREAS, the Federal Communications Commission (the "FCC") has issued
rules to implement the Act (including In the Matter of the Local Competition
Provisions in the Telecommunications Act of 1996, FCC 96-325 (hereinafter, as
amended, modified, stayed or reconsidered from time to time, the "Order"); and

         WHEREAS, the Parties are entering into this Agreement to set forth the
respective obligations of the Parties and the terms and conditions under which
AT&T will interconnect with the BA network in the BA service territory within
the Commonwealth of Massachusetts (the "MA Region") and BA will provide services
to AT&T as required by the Act and Order and additional services as set forth
herein; and

         WHEREAS, the Parties have arrived at this Agreement through
negotiations and arbitration proceedings undertaken pursuant to the Act.

         NOW, THEREFORE, in consideration of the premises and the mutual
covenants of this Agreement and other good and valuable consideration, AT&T and
BA hereby agree as follows:
<PAGE>

                                   DEFINITIONS

         For purposes of this Agreement, certain terms have been defined in
Attachment 1 and elsewhere in this Agreement to encompass meanings that may
differ from, or be in addition to, the normal connotation of the defined word.
Unless the context clearly indicates otherwise, any term defined or used in the
singular shall include the plural. The words "shall" and "will" are used
interchangeably throughout the Agreement and the use of either connotes a
mandatory requirement. The use of one or the other shall not mean a different
degree of right or obligation for either Party. A defined word intended to
convey its special meaning is capitalized when used. Other terms that are
capitalized, and not defined in this Agreement, shall have the meaning in the
Act.

                          GENERAL TERMS AND CONDITIONS

1. Scope of the Agreement. This Agreement, together with all applicable tariffs
as referenced herein (as in effect from time to time except with respect to
those provisions in this Agreement in which it is expressly provided otherwise),
set forth the terms, conditions and prices to which BA and AT&T have agreed in
respect of the following: (a) Local Services, (b) certain unbundled network
elements, (hereinafter collectively referred to as "Network Elements") or
combinations of such Network Elements ("Combinations")*, (c) Collocation, (d)
Number Portability, (e) Access to Rights of Way, Ducts, Conduits and Pole
Attachments, (f) Directory Assistance and Operator Services and Directory
Listings, (g) Reciprocal Compensation, (h) E911 and 911 services, (i) Meet-Point
Billing, (j) Dialing Parity, (k) Transient Tandem Service, (1) Interconnection
of AT&T's network to BA's network and (m) Access to Telephone Numbers. This
Agreement includes the General Terms and Conditions, Parts I through IV, and
their Attachments and all accompanying Appendices and Exhibits. Unless otherwise
provided in this Agreement, the rights and obligations of the Parties hereunder
shall apply throughout the MA Region.

------------------------
* The Parties acknowledge and agree that the issue of BA's obligation to combine
unbundled Network Elements is presently before the Department in the
Consolidated Arbitrations D.P.U. 96-73, 96-74, 96-80/81, 96-83 and before the
U.S. Supreme Court. Accordingly, it is agreed that, pending a decision of either
the Department or the U.S. Supreme Court requiring BA to provide combinations of
unbundled Network Elements, BA has no obligation to combine unbundled Network
Elements. When the Department, the U.S. Supreme Court or any court of competent
jurisdiction issues a decision or order upon this issue, upon written request of
either Party, the Parties agree to meet and expeditiously negotiate in good
faith to arrive at modifications to this Agreement if necessary, to comply with
such decision. Notwithstanding the foregoing, nothing in this Agreement shall
prevent either Party from appealing or otherwise contesting the Department's or
any court's decisions or orders.

                                       2
<PAGE>

2.       Term of Agreement; Termination.
         ------------------------------

         (a)      The initial term of this Agreement shall commence on the date
                  on which this Agreement has been executed by both Parties (the
                  "Effective Date") and shall expire on April 12, 2001, except
                  as otherwise provided in Section 2(d) below.

         (b)      AT&T (i) shall, at BA's request, or (ii) may, at its option,
                  nine months prior to the expiration of the Term, with respect
                  to the entire Agreement, and/or eighteen months prior to the
                  expiration of the Term, in the case of the terms and
                  provisions with respect to Local Services set forth in Part I
                  hereof (such terms and provisions, other than with respect to
                  the wholesale discounts set forth in Part IV hereof,
                  hereinafter the "Resale Terms"), make a request to BA to
                  renegotiate all of the terms of this Agreement or the Resale
                  Terms pursuant to Section 251(c)(1) of the Act. The date(s) of
                  BA's receipt of such request(s) shall be hereinafter referred
                  to as the "Renegotiation Request Date". The Parties agree that
                  within sixty (60) days of such Renegotiation Request Date each
                  Party will provide to the other a written description of its
                  proposed changes to, and/or extension of, the terms of this
                  Agreement or the Resale Terms. The Parties shall enter into
                  negotiations on such proposed changes seventy-five (75) days
                  after such Renegotiation Request Date.

         (c)      In the event that, notwithstanding, the good faith efforts of
                  both Parties, they are unable to agree on terms and conditions
                  of a new agreement and/or new Resale Terms, then either Party
                  may, beginning 135 days after the Renegotiation Request Date,
                  file a petition for arbitration by the Department pursuant to
                  Section 252(b) of the Act.

         (d)      The terms and conditions of this Agreement shall only continue
                  in full force and effect until the Effective Date of the
                  Department's decision pursuant to any petition filed under
                  Section 2(c) above (the "Arbitration Decision") if AT&T
                  requests to renegotiate pursuant to Section 2(b) above;
                  provided, however, that the prices, and, where feasible, any
                  --------  -------
                  other terms and conditions of this Agreement shall be trued up
                  to conform with the Arbitration Decision back to the date of
                  expiration of the Term or, with respect to modification of
                  Resale Terms, back to the applicable Renegotiation Request
                  Date.

         (e)      Nothing in this Section 2 shall be construed as a waiver by
                  either Party of its right to appeal any decision of the
                  Department, including the Arbitration Decision.

         (f)      Upon termination or expiration of this Agreement in accordance
                  with this Section 2:

                  (i)      each Party shall comply with its obligations set
                           forth in paragraph (c) of Section 18 of the General
                           Terms and Conditions of this Agreement;

                  (ii)     each Party shall promptly pay all amounts (including
                           any late payment

                                       3
<PAGE>

                           charges or cancellation charges, if any) owed under
                           this Agreement; and

                  (iii)    each Party's obligations that by their terms continue
                           in force and effect after termination or expiration
                           of this Agreement (including, without limitation,
                           indemnification obligations) shall survive
                           termination or expiration of this Agreement.

3. Transitional Support. Upon the termination or expiration of this Agreement,
AT&T may itself provide or retain another vendor to provide Local Services,
Network Elements, Combinations or other access or services comparable to those
furnished under the terms of this Agreement. BA agrees to cooperate with AT&T
and to use commercially reasonable efforts to effect an orderly and efficient
transition to AT&T or AT&T's new vendor, subject to the payment by AT&T to BA of
the reasonable costs incurred in providing such cooperation.

4. Good Faith Performance. In the performance of their obligations under this
Agreement, the Parties shall act in good faith and consistently with the
provisions of the Act and the applicable effective provisions of the Order.
Except to the extent a different standard is expressly set forth in this
Agreement, in which case such other standard shall apply, where notice, approval
or similar action by a Party is permitted or required by any provision of this
Agreement, (including, without limitation, the obligation of the Parties to
further negotiate the resolution of new or open issues under this Agreement)
such notice, approval or similar action shall not be unreasonably delayed or
withheld.

5.       Option to Obtain Local Services, Network Elements or
         Combinations Under Other Agreements.
         -----------------------------------

         (a)      If BA enters into an agreement approved by the Department or
                  the FCC pursuant to Section 252 of the Act which provides for
                  the provision in the Commonwealth of Massachusetts of services
                  covered in this Agreement to another requesting
                  Telecommunications Carrier (the "Other Agreement"), BA shall
                  make available to AT&T upon request such Other Agreement to
                  the extent required by Section 252(i) of the Act.

                  If AT&T enters into an agreement with a Telecommunications
                  Carrier approved by the Department or the FCC pursuant to
                  Section 252 of the Act with respect to services in the
                  Commonwealth of Massachusetts (the "Other AT&T Agreement"),
                  then AT&T shall make available to BA upon request such Other
                  AT&T Agreement to the extent required by Section 252(i) of the
                  Act.

         (b)      Notwithstanding the terms and provisions of paragraph (a) of
                  this Section 5, in the event that as a result of any decision,
                  order or determination of any judicial or regulatory
                  authority, it is determined that all or any portion of such
                  paragraph (a) above is found invalid or unenforceable, or if
                  such decision, order or determination


                                       4
<PAGE>

                  interprets Section 252 (i) to require BA to offer
                  Telecommunications Carriers the right to select less than the
                  entire Other Agreement, the Parties agree to abide by such
                  decision, order or determination and to amend paragraph (a) of
                  this Section 5 to the extent that it conflicts with such
                  decision, order or determination.


6. Responsibility of Each Party. Each Party has and hereby retains the right to
exercise full control of and supervision over its own performance of its
obligations under this Agreement, and retains full control over the employment,
direction, compensation and discharge of all employees assisting in the
performance of such obligations. Each Party will be solely responsible for all
matters relating to payment of such employees, including compliance with social
security taxes, withholding taxes and all other regulations governing such
matters. Subject to the limitations on liability set forth in Section 9 of the
General Terms and Conditions of this Agreement and except as otherwise expressly
provided in this Agreement, each Party shall be responsible for (i) its own acts
and performance of all obligations imposed by all applicable federal, state or
local statutes, laws, rules, regulations, codes, orders, decisions, injunctions,
judgments, awards and decrees (collectively, "Applicable Laws") in connection
with its activities, legal status and property, real or personal, and (ii) the
acts of its own affiliates, employees, agents and contractors during the
performance of that Party's obligations hereunder. Neither this Agreement, nor
any actions taken by BA or AT&T in compliance with this Agreement, shall be
deemed to create an agency, joint venture, or other relationship between AT&T
and BA of any kind, other than that of purchaser and seller of services. Neither
this Agreement, nor any actions taken by BA or AT&T in compliance with this
Agreement, shall create a contractual, agency, or any other type of relationship
or third party liability between BA and AT&T`s end users or others.

7.       Government Compliance.
         ---------------------

         7.1      The provisions of this Agreement are subject in their entirety
                  to the applicable provisions of the Act and any other orders,
                  restrictions and requirements of governmental and regulatory
                  authorities with competent jurisdiction over the subject
                  matter thereof and, in the event of any direct conflict
                  between the provisions of this Agreement and the requirements
                  of such governmental and regulatory authorities, the
                  requirements of such authorities shall prevail.

         7.2      BA represents and AT&T acknowledges that BA is entering into
                  this Agreement specifically in order to satisfy the
                  obligations of BA as set forth in the Act and the Order.

         7.3      In the event that any legislative, regulatory, judicial or
                  other legal action materially affects any material terms of
                  this Agreement or the rights or obligations of either AT&T or
                  BA hereunder or the ability of AT&T or BA to perform any
                  material provision hereof, the Parties shall renegotiate in
                  good faith such affected provisions with a view toward
                  agreeing to acceptable new terms as may be required or
                  permitted as a result of such legislative, regulatory,
                  judicial or other legal action.

                                       5
<PAGE>

         7.4      Notwithstanding anything herein to the contrary, in the event
                  that as a result of any decision, order or determination of
                  any judicial or regulatory authority with jurisdiction over
                  the subject matter hereof, it is determined that BA shall not
                  be required to furnish any service or item or provide any
                  benefit required to be furnished or provided to AT&T
                  hereunder, then AT&T and BA shall promptly commence and
                  conduct negotiations in good faith with a view toward agreeing
                  to mutually acceptable new terms as may be required or
                  permitted as a result of such decision, order or
                  determination; provided, however, that BA expressly reserves
                  all rights it may have to discontinue any such service or item
                  or benefit provided under this Agreement to the extent
                  permitted by any such decision, order or determination and
                  AT&T expressly reserves all rights it may have to oppose any
                  such discontinuance by BA.

         7.5      The Parties hereby agree that where a clause from the
                  Interconnection Agreement between AT&T Communications of New
                  York, Inc. and New York Telephone Company (the "NY Agreement")
                  submitted to the New York Public Service Commission (the "NY
                  PSC") has been incorporated in this Agreement and such clause
                  or provision is subsequently amended in the NY Agreement to
                  conform to an effective order of a governmental agency or
                  court of competent jurisdiction resulting from an appeal of a
                  NY PSC Order in Cases No. 96-C-0723 and No. 96-C-0724, such
                  clause or provision shall be simultaneously amended in this
                  Agreement to conform with any such amendments to the NY
                  Agreement.

8.       Regulatory Matters.
         ------------------

         8.1      Each Party shall reasonably cooperate with the other in
                  obtaining and maintaining any required regulatory approvals
                  for which the Party is responsible in connection with the
                  performance of its obligations under this Agreement.

         8.2      The Parties understand and agree that this Agreement will be
                  filed with the Department and may thereafter be filed with the
                  FCC. The Parties covenant and agree that this Agreement
                  satisfies the requirements of an agreement under Section 251
                  of the Act. Each Party covenants and agrees to fully support
                  approval of this Agreement by the Department or the FCC under
                  Section 252 of the Act without modification, subject to the
                  rights of the Parties to appeal or challenge arbitrated
                  provisions or arbitration decisions. The Parties also reserve
                  the right to seek regulatory relief and otherwise seek redress
                  from each other regarding performance and implementation of
                  this Agreement. In the event the Department, FCC or any court
                  rejects this Agreement in whole or in part, the Parties agree
                  to meet and negotiate in good faith to arrive at a mutually
                  acceptable modification of the rejected portion(s). If such
                  new terms are not renegotiated within 30 days after such
                  rejection, the dispute shall be referred to the Dispute
                  Resolution process set forth in Section 16 of the General
                  Terms and Conditions of this Agreement.

                                       6
<PAGE>

9.       Liability and Indemnity.
         -----------------------

         9.1      Indemnification.
                  ---------------

                  (a)      With respect to all matters under this Agreement
                           other than Local Services (which shall be governed by
                           the provisions of Appendix A to Part I of this
                           Agreement), to the extent not prohibited by any
                           Applicable Law, each Party (the "Indemnifying Party")
                           shall indemnify and hold harmless the other Party
                           ("Indemnified Party") from and against loss, cost,
                           claim, liability, damage, and expense (including
                           reasonable attorney's fees) to third parties for:

                           (i)      damage to tangible personal property or for
                                    personal injury proximately caused by the
                                    negligence or willful misconduct of the
                                    Indemnifying Party, its employees, agents or
                                    contractors; and

                           (ii)     claims for libel, slander, infringement of
                                    copyright arising from the material
                                    transmitted over the Indemnified Party's
                                    facilities arising from the Indemnifying
                                    Party's own communications or the
                                    communications of such Indemnifying Party's
                                    Customers; and

                           (iii)    claims for infringement of patents arising
                                    from combining the Indemnified Party's
                                    facilities or services with, or the using of
                                    the Indemnified Party's services or
                                    facilities in connection with, facilities of
                                    the Indemnifying Party.

                  (b)      The Indemnified Party will notify the Indemnifying
                           Party promptly in writing of any claims, lawsuits, or
                           demands by third parties for which the Indemnified
                           Party alleges that the Indemnifying Party is
                           responsible under this Section, and, if requested by
                           the Indemnifying Party, will tender the defense of
                           such claim, lawsuit or demand. In the event the
                           Indemnifying Party does not promptly assume or
                           diligently pursue the defense of the tendered action,
                           then the Indemnified Party may proceed to defend or
                           settle said action and the Indemnifying Party shall
                           hold harmless the Indemnified Party from any loss,
                           cost, liability, damage and expense. In the event the
                           Party otherwise entitled to indemnification from the
                           other elects to decline such indemnification, then
                           the Party making such an election may, at its own
                           expense, assume defense and settlement of the claim,
                           lawsuit or demand. The Parties will cooperate in
                           every reasonable manner with the defense or
                           settlement of any claim, demand, or lawsuit.

         9.2      Limitation of Liability.
                  -----------------------

                                       7
<PAGE>

                  (a)      Except as otherwise provided in Section 9.1 of the
                           General Terms and Conditions of this Agreement, no
                           liability shall attach to either Party, its parents,
                           subsidiaries, affiliates, agents, servants or
                           employees for any cost, expense, claim, liability,
                           damage, expense or other Loss in the absence of gross
                           negligence or willful misconduct.

                  (b)      Except as otherwise expressly provided in Section 9.1
                           of the General Terms and Conditions of this
                           Agreement, no Party shall be liable to the other
                           Party for any cost, expense, claim, liability,
                           damage, expense or other Loss caused by the conduct
                           of the other Party, the other Party's agents,
                           servants, contractors or others acting in aid or
                           concert with the other Party.

                  (c)      In no event shall either Party have any liability
                           whatsoever to the other Party for any indirect,
                           special, consequential, incidental or punitive
                           damages, including, but not limited to loss of
                           anticipated profits or revenue or other economic loss
                           in connection with or arising from anything said,
                           omitted or done hereunder (collectively,
                           "Consequential Damages"), even if the other Party has
                           been advised of the possibility of such damages.

                  (d)      Except as otherwise provided in Section 9.1 of the
                           General Terms and Conditions, each Party's liability
                           to the other Party for any Loss relating to or
                           arising out of any negligent act or omission in its
                           performance of this Agreement, whether in contract or
                           in tort, shall be limited to the amount that is or
                           would have been charged to the other Party by such
                           negligent or breaching Party for the specific
                           service(s) or function(s) not performed or improperly
                           performed, and only for the period of time such
                           service or function was not performed or improperly
                           performed.

                  (e)      Nothing in this Section 9.2 shall excuse the payment
                           of any award of collocation remedies made pursuant to
                           Section 2.2.20.2 of Part III hereof or any remedy
                           provided pursuant to Section 11 of the General Terms
                           and Conditions of this Agreement.

10.      Payment Terms, Disputed Amounts and Audits.
         ------------------------------------------

         10.1     Local Services.
                  --------------

                  All payments, disputes in regard to payments and (except as
                  provided in 10.4 below) audits for Local Services (if any)
                  shall be on the terms and conditions set forth in Appendix A
                  to Part I of this Agreement. All bills for Local Services
                  provided to one Party by the other are due within thirty-one
                  (31) calendar days of the bill day (payment date) unless the
                  billed Party is able to establish that the bill was not timely
                  received (i.e., at least 20 days prior to the payment date),
                  in which case the payment


                                       8
<PAGE>

                  date shall be twenty (20) calendar days from the receipt of
                  the bill. The Parties agree that Local Services wholesale
                  bills will be rendered and received electronically. The above
                  provisions shall be in addition to the terms and conditions of
                  Appendix A to Part I of this Agreement and shall be
                  interpreted as not in conflict therewith.

         10.2     Payment Terms - Other than Local Services.
                  -----------------------------------------

                  This Section 10.2 does not apply to Local Services. Except for
                  alternately billed calls and meet-point billed calls, each
                  Party shall bill on a current basis all charges incurred by
                  and credits due to the other Party under this Agreement
                  attributable to services established, discontinued or
                  performed during the preceding billing period. In addition,
                  either Party may bill in advance charges for all services to
                  be provided during the ensuing billing period except for
                  charges associated with measured service usage which will be
                  billed in arrears. The bill day (i.e., the billing date of a
                  bill for a Party for services under this Agreement), the
                  period of service each bill covers, and the payment date will
                  be as follows:

                  (a)      Each Party will establish a bill day each month for
                           the other Party's account. If payment is not received
                           by the payment date, as set forth in (b) following,
                           in immediately available funds, a late payment
                           penalty will apply as set forth in (b) following.

                  (b)      All bills dated as set forth in (a) preceding for
                           service provided to one Party by the other are due
                           within thirty-one (31) calendar days (payment date)
                           unless the billed Party is able to establish that the
                           bill was not timely received (i.e., at least 20 days
                                                         ----
                           prior to the payment date), in which case the payment
                           date shall be twenty (20) calendar days from the
                           receipt of the bill. All bills are payable in
                           immediately available funds. If such payment date
                           would cause payment to be due on a Saturday, Sunday
                           or Legal Holiday, payment for such bills will be due
                           from the billed Party as follows:

                           (i)      If such payment date falls on a Sunday or on
                                    a Legal Holiday which is observed on a
                                    Monday, the payment date shall be the first
                                    non-holiday day following such Sunday or
                                    Legal Holiday.

                           (ii)     If such payment date falls on a Saturday or
                                    on a Legal Holiday which is observed on
                                    Tuesday, Wednesday, Thursday or Friday, the
                                    payment date shall be the last non-holiday
                                    day preceding such Saturday or Legal
                                    Holiday.

                           (iii)    Further, if any portion of the payment is
                                    received by the billing Party after the
                                    payment date, or if any portion of the
                                    payment is received by the billing Party in
                                    funds which are not immediately available to
                                    the


                                       9
<PAGE>

                                    billing Party, then a late penalty shall be
                                    due to the billing Party. The late payment
                                    penalty shall be the portion of the payment
                                    not received by the payment date or not
                                    immediately available times a late factor.
                                    The late factor shall be the lesser of:

                                    (x)     The highest interest rate (in
                                            decimal value) which may be allowed
                                            by law for commercial transactions,
                                            for the number of days from the
                                            payment date to and including the
                                            date that the billed Party, actually
                                            makes the payment to the billing
                                            Party, or

                                    (y)     0.0005 per day, simple interest, for
                                            the. number of days from the payment
                                            date to and including the date that
                                            the billed Party actually makes the
                                            payment to the billing Party.

         10.3     Disputed Amounts -Other than Local Services.
                  -------------------------------------------

                  Except with respect to Local Services, in the event that a
                  billing dispute occurs concerning any charges billed to the
                  billed Party by the billing Party the following provisions
                  will apply.

                  (a)      The first day of the dispute shall be the date on
                           which the billed Party furnishes in writing the
                           billing Party with the account number under which the
                           bill has been rendered, the date of the bill and the
                           specific items on the bill being disputed.

                  (b)      If the Parties are unable to resolve the issues
                           related to the disputed amounts in the normal course
                           of business within ninety (90) days after delivery to
                           the billing Party of notice of the disputed amounts,
                           each of the Parties shall appoint a designated
                           representative who has authority to settle the
                           dispute and who is at a higher level of management
                           than the persons with direct responsibility for
                           administration of this Agreement. The designated
                           representatives shall meet as often as they
                           reasonably deem necessary in order to discuss the
                           dispute and negotiate in good faith in an effort to
                           resolve such dispute. The specific format for such
                           discussions will be left to the discretion of the
                           designated representatives, however all reasonable
                           requests for relevant information made by one Party
                           to the other Party shall be honored.

                  (c)      If the Parties are unable to resolve issues related
                           to the disputed amounts within forty-five (45) days
                           after the Parties' appointment of designated
                           representatives pursuant to paragraph (b) above, then
                           the matter shall be decided pursuant to Section 16 of
                           the General Terms and Conditions of this Agreement.

                                       10
<PAGE>

                  (d)      The Parties agree that all negotiations pursuant to
                           this Section 10.3 with respect to disputed amounts
                           shall remain confidential and shall be treated as
                           compromise and settlement negotiations for purposes
                           of the Federal Rules of Evidence and state rules of
                           evidence.

                  (e)      If a billing dispute is resolved in favor of the
                           billing Party, any payments withheld pending
                           resolution of the dispute shall be subject to the
                           late payment penalty as set forth in paragraph 10.2
                           (b)(iii) above. Further, the billed Party will not
                           receive a disputed amount penalty credit and/or a
                           late payment penalty credit.

                  (f)      If a billed Party disputes a bill within three months
                           of the payment date and pays the total billed amount
                           on or before the payment date, and the billing
                           dispute is resolved in favor of the billed Party, the
                           billed Party will receive a credit for a disputed
                           amount penalty from the billing Party for the period
                           starting with the date of payment and ending on the
                           date of resolution. The credit for a disputed amount
                           penalty shall be the following:

                           The disputed amount penalty shall be calculated by
                           multiplying that portion of the disputed amount paid
                           and resolved in the billed Party's favor times the
                           lesser of:

                           (i)      The highest interest rate (in decimal value)
                                    which may be allowed by law for commercial
                                    transactions, for the number of days from
                                    the first date to and including the last
                                    date of the period involved, or

                           (ii))    0.0005 per day for the number of days from
                                    the first date to and including the last
                                    date of the period involved.

                  (g)      If the billed Party disputes a bill within three
                           months of the payment date and pays the total billed
                           amount after the payment date and the billing dispute
                           is resolved in favor of the billed Party, the billed
                           Party will receive a credit for a disputed amount
                           penalty from the billing Party for the period
                           starting with the date of payment and ending on the
                           date of resolution. The credit for a disputed amount
                           penalty shall be as set forth following. In addition,
                           the late payment penalty applied to the disputed
                           amount resolved in the billed Party's favor as set
                           forth in paragraph 10.2(b)(iii) preceding will be
                           credited.

                  (h)      If the billed Party disputes a bill within three
                           months of the payment date and does not pay the
                           disputed amount or does not pay the billed amount
                           (i.e., the non-disputed and disputed amount), and the
                           billing dispute is resolved in favor of the billed
                           Party, the billed Party will not receive a credit for
                           a


                                       11
<PAGE>

                           disputed amount penalty from the billing Party. The
                           late payment penalty applied to the disputed amount
                           resolved in the billing Party's favor as set forth in
                           paragraph 10.2(b)(iii) preceding will not be
                           credited.

                  (i)      If a billed Party disputes a bill after three months
                           from the payment date and pays the total billed
                           amount on or before the dispute date or after the
                           dispute date but prior to the date of resolution, and
                           the billing dispute is resolved in favor of the
                           billed Party, the billed Party will receive a credit
                           for a disputed amount penalty from the billing Party
                           for the period starting with the date of dispute (if
                           the payment was received before or on the dispute
                           date) or the date of payment (if the payment was
                           received after the dispute date) and ending on the
                           date of resolution., The credit for a disputed amount
                           penalty shall be as set forth following. The billed
                           Party will not receive a credit for the late payment
                           penalty applied to the disputed amount resolved in
                           the billed Party's favor if the payment was received
                           on or before the dispute date. If the payment was
                           received after the dispute date but prior to the date
                           of resolution, the billed Party will receive a credit
                           for a late payment penalty applied to the disputed
                           amount resolved in the billed Party's favor times a
                           late payment penalty factor for the period starting
                           with the date of dispute and ending on the date of
                           payment. The penalty factor shall be as set forth in
                           paragraph 10.2(b)(iii) preceding.

                  (j)      If the billed Party disputes a bill after three
                           months from the payment date and does not pay the
                           disputed amount or does not pay the billed amount
                           (i.e., the non-disputed amount and disputed amount)
                           and the billing dispute is resolved in favor of the
                           billed Party, the billed Party will not receive a
                           credit for a disputed amount penalty from the billing
                           Party. The billed Party will receive a credit for the
                           late payment penalty applied to the disputed amount
                           resolved in the billed Party's favor times a late
                           payment penalty factor for the period starting with
                           the date of dispute and ending on the date of
                           resolution. The penalty factor shall be as set forth
                           in paragraph 10.2(b)(iii) preceding.

                  (k)      Adjustments for the quantities of services
                           established or discontinued in any billing period
                           will be prorated to the number of days or major
                           fraction of days based on a thirty (30) day month.
                           The billing Party will, upon request and if
                           available, furnish to the billed Party such detailed
                           information as may reasonably be required for
                           verification of any bill.

                  (l)      When a rate as set forth in this Agreement is shown
                           to more than two decimal places, the charges will be
                           determined using the rate shown. The resulting amount
                           will then be rounded to the nearest penny (i.e.,
                           rounded to two decimal places).



                                       12
<PAGE>

                  (m)      The Parties agree to establish a process by which
                           closure of a specific billing period will occur by
                           joint agreement. The purpose of a closure process is
                           for the Parties to jointly agree to close a billing
                           period to all further analysis and billing
                           transactions. Closure documentation at a minimum
                           should consist of a mutually developed agreement
                           outlining the process, a sign-off document to
                           formalize the closure of a specific period, and
                           documented specific issues which would be exempt from
                           closure. The intent of a closure process is for the
                           Parties to agree that except for exempted issues, all
                           billing and financial adjustments have been processed
                           and rendered for a specific bill period. The Parties
                           agree to a bill closure process which will be
                           established within twelve (12) months of the
                           Effective Date of this Agreement.

         10.4     Audits and Inspections.
                  ----------------------

                  (a)      Subject to the terms and conditions of this Section
                           10.4, the restrictions set forth in Section 18 of the
                           General Terms and Conditions and the reasonable
                           security requirements of each Party and except as may
                           be otherwise specifically provided in this Agreement,
                           each Party (the "Auditing Party") may audit the other
                           Party's (the "Audited Party") books, records and
                           other documents which relate solely to the Parties'
                           billing to the other Party under this Agreement
                           (other than in connection with Local Services, with
                           respect to which no such audit right shall be
                           available except to the extent BA develops an audit
                           of the bill certification process pursuant to an
                           industry collaborative process, in which event such
                           audit rights shall be governed by such developed
                           process and not by this Agreement) once each year at
                           the conclusion of each calendar year, in order to
                           evaluate the accuracy of such other Party's billing
                           and invoicing. The Parties may employ other persons
                           or firms for this purpose. Such audit shall take
                           place at a time and place agreed to by the Parties no
                           later than thirty (30) days after notice thereof to
                           such other Party.

                  (b)      Each Audited Party shall promptly correct any billing
                           error that is revealed in an audit, including
                           reimbursing any overpayment in the form of a credit
                           to the Auditing Party on the invoice for the first
                           full billing cycle after the Parties have agreed upon
                           the accuracy of the audit results. Any disputes
                           concerning audit results shall be resolved pursuant
                           to the procedures described in Section 16 of the
                           General Terms and Conditions of this Agreement.

                  (c)      Each Audited Party shall cooperate fully in any such
                           audit, providing reasonable access to any and all
                           appropriate employees and relevant books, records and
                           other documents reasonably necessary to assess the
                           accuracy of its bills.

                  (d)      Each Auditing Party may perform a single additional
                           audit of the Audited


                                       13
<PAGE>

                           Party's relevant books, records and documents during
                           any calendar year if the previous audit uncovered
                           uncorrected net variances or errors in invoices in
                           favor of the Audited Party having an aggregate value
                           (except for Local Services purchases) of not less
                           than two percent (2%) of the total amount payable by
                           the Auditing Party during the period covered by the
                           audit.

                  (e)      All audits shall be conducted at the sole cost and
                           expense of the Auditing Party.

                  (f)      Upon (i) the discovery by either Party of overcharges
                           not previously reimbursed to the other Party or
                           underpayments by a Party or (ii) the resolution of
                           disputed audits, each Party shall promptly reimburse
                           or pay to the Party entitled thereto the amount of
                           any overpayment or underpayment, together with
                           interest thereon at a rate per month equal to the
                           lesser of 1.5% or the maximum permitted legal rate of
                           interest for the number of days from the date such
                           Party received such overpayment or, in the case of an
                           underpayment, should have received such payment
                           through but excluding the date such reimbursement or
                           payment is made. In no event, however, shall interest
                           be assessed on any previously assessed or accrued
                           late payment charges.

         10.5     Alternate Billing to Third Numbers.
                  ----------------------------------

                  10.5.1   Calls on BA resold Lines using BA's Operator
                           Services. The following procedures shall apply for
                           Alternately Billed Calls which are local calls or
                           IntraLATA toll calls carried by BA and originating or
                           terminating over a BA line (x) which has been resold
                           by AT&T pursuant to the terms of Part I of this
                           Agreement and (y) for which BA is providing operator
                           and directory assistance services:

                           10.5.1.1         AT&T Originating Call charged to
                                            Customer Served by a BA Line. In the
                                            case of a call which originates from
                                            an AT&T Customer being served by a
                                            resold line in the BA territory
                                            within Massachusetts (hereinafter
                                            "AT&T Customer Resold Line") which
                                            is charged to a retail Customer
                                            served by a BA line including a
                                            resold line in BA territory within
                                            Massachusetts (hereinafter "BA
                                            Massachusetts Territory"), BA shall
                                            record and process such call, and
                                            transmit to AT&T an unrated call
                                            record. AT&T shall rate such call
                                            for purposes of charging the retail
                                            Customer and send such rated record
                                            to BA or a resale carrier designated
                                            by BA in billable form for billing
                                            and collection purposes, at which
                                            point AT&T shall have no further
                                            responsibility for billing or
                                            collecting for such


                                       14
<PAGE>

                                            call for BA retail Customers. BA,
                                            for BA retail Customers only, shall
                                            pay AT&T for such call the billed
                                            amount less the billing and
                                            collection fee specified in Part IV.
                                            AT&T shall pay BA for the call at
                                            the wholesale discount rate set
                                            forth in Part IV as billed on the
                                            wholesale bill.

                           10.5.1.2         BA Originating Call charged to AT&T
                                            Customer. In the case of a call
                                            which originates from a BA retail
                                            Customer within Massachusetts and is
                                            charged to an AT&T Customer Resold
                                            Line, BA shall record and process
                                            such call and rate such call for
                                            purposes of charging AT&T's
                                            Customer. BA shall send such rated
                                            record to AT&T in billable form for
                                            billing and collection purposes, at
                                            which point BA shall have no further
                                            responsibility for billing or
                                            collecting for such call. AT&T shall
                                            pay BA for such call the billed
                                            amount less the billing and
                                            collection fee specified in Part IV.

                           10.5.1.3         AT&T Originating Call charged to
                                            Other Carrier. In the case of a call
                                            which originates from an AT&T
                                            Customer Resold Line which is
                                            charged to a customer of a third
                                            party Telecommunications Carrier
                                            outside BA Massachusetts Territory,
                                            BA shall record and process such
                                            call and transmit to AT&T an unrated
                                            call record, at which point BA shall
                                            have no further responsibility for
                                            rating, billing, or collecting for
                                            such call. AT&T shall pay BA for
                                            such call at the wholesale discount
                                            rate set forth in Part IV as billed
                                            on the wholesale bill.

         10.5.2   Calls on BA Resold Lines Using AT&T's Operator Services. The
                  following procedures shall apply for Alternately Billed Calls
                  which are local calls or IntraLATA toll calls carried by BA
                  and originating or terminating over a BA line (x) which has
                  been resold by AT&T pursuant to the terms of Part I of this
                  Agreement and (y) for which BA is not providing operator and
                  directory assistance services:

                           10.5.2.1         AT&T Originating Call charged to BA
                                            Customer. In the case of a call
                                            which originates from an AT&T
                                            Customer Resold Line and is charged
                                            to a BA retail Customer within BA
                                            Massachusetts Territory, AT&T shall
                                            record and process such call at its
                                            OSPS and rate such call for purposes
                                            of charging BA's Customer and send
                                            such rated record to BA in billable
                                            form for billing and collection
                                            purposes, at which point AT&T shall
                                            have no further responsibility for
                                            billing or collecting for such call.
                                            BA shall pay AT&T for such call the


                                       15
<PAGE>

                                            billed amount less the billing and
                                            collection fee specified in Part IV.
                                            AT&T shall pay charges for
                                            Customized Routing in accordance
                                            with Part IV, Section B. XIII of
                                            this Agreement. Appropriate
                                            Reciprocal Compensation charges for
                                            terminating to a BA line will apply
                                            pursuant to Section 10.6 of this
                                            Agreement.

                           10.5.2.2         BA Originating Call charged to AT&T
                                            Customer. In the case of a call
                                            which originates from a BA retail
                                            Customer within Massachusetts and is
                                            charged to an AT&T Customer Resold
                                            Line, BA shall record and process
                                            such call and rate such call for
                                            purposes of charging AT&T's
                                            Customer. BA shall send such rated
                                            record to AT&T in billable form for
                                            billing and collection purposes, at
                                            which point BA shall have no further
                                            responsibility for billing or
                                            collecting for such call. AT&T shall
                                            pay BA for such call the billed
                                            amount less the billing and
                                            collection fee specified in Part IV.

                           10.5.2.3         AT&T Originating Call charged to
                                            Other Carrier. In the case of a call
                                            which originates from an AT&T
                                            Customer Resold Line which is
                                            charged to a customer of a third
                                            party Telecommunications Carrier
                                            providing services outside BA
                                            Massachusetts Territory, AT&T shall
                                            record and process such call. AT&T
                                            shall pay charges for Customized
                                            Routing in accordance with Part IV,
                                            Section B. XIII of this Agreement.
                                            Appropriate Reciprocal Compensation
                                            charges for terminating to a BA line
                                            will apply pursuant to Section 10.6
                                            of this Agreement.

                  10.5.3   Calls Billed to BA Resold Lines and Carried through
                           CMDS and CATS. The following procedures shall apply
                           for Alternately Billed Calls which are local calls or
                           IntraLATA toll calls billed through the Centralized
                           Message Distribution System ("CMDS") and originating
                           or terminating over a third company's line and
                           charged to a BA line which has been resold by AT&T
                           pursuant to the terms of Part I of this Agreement.

                           10.5.3.1         Calls Carried through CMDS and CATS.
                                            In the case of a call which
                                            originates and terminates outside BA
                                            Massachusetts Territory and is
                                            charged to an AT&T Customer Resold
                                            Line, BA shall provide to AT&T the
                                            information and charges with respect
                                            to such call received from the
                                            out-of-region Telecommunications
                                            Carrier via the daily usage feed. BA
                                            shall have no further responsibility
                                            for rating, billing and


                                       16
<PAGE>

                                            collecting for such call. AT&T shall
                                            pay BA for such call an amount equal
                                            to the amount charged to BA through
                                            the CATS settlement process by such
                                            out-of-region Telecommunications
                                            Carrier with respect to such call as
                                            billed on the wholesale bill and a
                                            Call Usage Detail Service charge in
                                            accordance with Part IV, Section B,
                                            XI. B1 of this Agreement.

                  10.5.4   Administrative Matters. All other matters relating to
                           the rating, billing, payment and transmission of
                           records with respect to Alternately Billed Calls
                           which are not set forth above, including, without
                           limitation, the timing of payments and billings, the
                           frequency of transmission of records and the
                           eligibility of messages for billing, shall be
                           governed by the other applicable provisions of this
                           Agreement or, to the extent not so provided, by the
                           Joint Operations Plan.

                  10.5.5   Other Alternate Billed Calls. A BA territory
                           intraregion Alternate Billed Call clearinghouse will
                           be used for settling Alternately Billed Calls for
                           facility-based and unbundled Network Element purposes
                           and, to the extent it can be implemented, for calls
                           originating or charged to an AT&T Customer Resold
                           Line (including BA lines resold by third party
                           carriers within Massachusetts).

         10.6     Reciprocal Compensation.
                  -----------------------

                  (a)      Reciprocal Compensation only applies to the transport
                           and termination of Reciprocal Compensation Traffic.

                  (b)      The Parties shall compensate each other for transport
                           and termination of Reciprocal Compensation Traffic,
                           based on actual usage, at the rates set forth in Part
                           IV hereof.

                  (c)      The Reciprocal Compensation arrangements set forth in
                           this Agreement are not applicable to interLATA calls,
                           intraLATA toll calls or to intraLATA calls originated
                           on a third-party carrier's network on a 1 +
                           presubscribed basis or a casual dialed (10XXX or
                           101XXXX) basis. All such calls shall continue to be
                           governed by the terms and conditions of the
                           applicable federal and state tariffs.

                  (d)      When either Party delivers seven (7) or ten (10)
                           digit translated intraLATA 800/888 service to the
                           other Party for termination, where the originating
                           Party uses its own switch (i.e., not utilizing
                           unbundled switching from the terminating Party), the
                           originating Party shall provide the terminating Party
                           with customer billing records in industry standard
                           format (EMR) if required by the terminating Party.
                           Where the originating Party utilizes unbundled


                                       17
<PAGE>

                           switching from the terminating Party, the Party with
                           recording capability will provide such records. Where
                           the originating Party uses its own switch (not
                           utilizing unbundled switching) to originate the call,
                           the originating Party may bill the terminating Party
                           for the delivery of the traffic at Reciprocal
                           Compensation rates. The terminating Party may not
                           bill the originating Party for Reciprocal
                           Compensation under this Agreement, except where the
                           originating Party fails to provide the terminating
                           Party with useable EMR records in a timely manner.
                           The originating Party shall bear the entire cost of
                           any systems development and production of such
                           records; provided that the terminating Party that is
                           providing the 800/888 service shall pay for each
                           record provided by the originating Party at the
                           reciprocal record exchange rate set forth in Part IV
                           hereof. If the originating Party performs the 800
                           database query for the terminating Party, the
                           originating Party may charge the terminating Party
                           for such a query at the rate set forth in Part IV
                           hereof.

                  (e)      Each Party shall charge the other Party its effective
                           applicable tariffed IntraLATA switched access rates
                           for the transport and termination of all IntraLATA
                           Toll Traffic.

                  (f)      The rates for termination of Reciprocal Compensation
                           Traffic are set forth in Part IV.

110      Service Standards.
         -----------------

                  The Parties hereby agree that the performance standards and
remedies approved by the Department in the Consolidated Arbitrations, D.P.U.
96-73/74, 96-75, 96-80/81, 96-83 and 96-94, shall be incorporated by reference
into this Agreement and shall govern the provision of services hereunder, as
applicable.

120      OSS/Electronic Interfaces.
         -------------------------

         (a)      Each BA service order completion (with the exception of
                  complete account conversions processed through the BA Service
                  Order Processor ("SOP") system, e.g., complex services or
                  accounts of 10 lines or greater) shall contain all working
                  telephone numbers ("WTNs") that were processed on the service
                  order. Should BA develop the capability of providing WTNs on
                  orders completed through the SOP system for itself during the
                  Term of this Agreement, BA will make such capability for
                  SOP-processed orders available to AT&T. The Parties mutually
                  agree to continue discussions regarding the feasibility,
                  timeframes and cost to implement such SOP capabilities for
                  AT&T Customers.

         (b)      Migration as Specified.



                                       18
<PAGE>

                  (i)      With respect to Local Services customers, AT&T may
                           submit service orders for agreed upon service types
                           for BA end users who convert their existing local
                           exchange service to services resold by AT&T by
                           submitting a service order which indicates the
                           desired service configuration for each end user line
                           being converted. By submitting such service orders,
                           AT&T directs BA to remove all services except for
                           those delineated below and to connect only those
                           services stated on the service order without
                           disconnecting the line. At this time, BA will not
                           support this migration-as-specified service order
                           process for partial acquisitions (i.e. those end user
                           accounts for which AT&T seeks to convert some, but
                           not all, of the end user lines associated with a
                           single Billed Telephone Number). BA agrees that BA
                           will explore the possibility of performing
                           migration-as-specified service order processing for
                           partial migrations in the future. BA shall convert
                           such end user line retaining the end user's existing
                           telephone number (except as otherwise provided in
                           Part I(E)), directory listing information, appearance
                           in the E911 database, disability designations,
                           demarcation information, and voluntary blocking
                           selection. BA shall provision such resold line only
                           with the existing abovereferenced line
                           characteristics and the service configuration
                           provided by AT&T in the service order.

                  (ii)     [Intentionally omitted]

                  (iii)    If the service order is incomplete, insufficient,
                           incorrect, or contains conflicting information such
                           that BA is not able to process the order, BA may
                           reject such service order. Any such rejection shall
                           not be considered in any manner in measuring or
                           calculating BA's service performance or satisfying
                           any measurements. Notwithstanding anything to the
                           contrary set forth in this Agreement, (x) in the
                           absence of gross negligence or willful misconduct, BA
                           shall have no liability to AT&T, any AT&T customer,
                           or any other third party as a result of or otherwise
                           in connection with the rejection of any
                           migration-as-specified service order; and (y) AT&T
                           shall indemnify BA and hold BA harmless from and
                           against any and all claims, losses, liabilities and
                           damages to third parties incurred by BA by reason of
                           such incomplete, insufficient, incorrect or otherwise
                           erroneous migration-as-specified service order.

                  (iv)     BA shall develop this new service order capability
                           and have it in service to handle a commercially
                           reasonable volume of service orders by March 1, 1998
                           for Local Services. The Parties shall mutually agree
                           to the expansion of this service order capability to
                           additional service types.

                  (v)      Appropriate OSS charges as set forth in Part IV shall
                           apply. Additionally, AT&T shall pay BA its
                           apportioned share of reasonable direct development
                           costs, to the extent not previously recovered from
                           AT&T, for migration-as


                                       19
<PAGE>

                           specified capability (collectively,
                           "Migration-as-Specified Costs"). Prior to incurring
                           such Migration-as Specified Costs, BA shall submit a
                           good faith estimate of such development costs to
                           AT&T. AT&T shall notify BA within ten (10) business
                           days from receipt of such estimate as to whether or
                           not BA should proceed with the development of
                           migration-as-specified capability for Local Services.
                           If AT&T notifies BA to proceed, BA shall continue to
                           develop such capability and AT&T shall be obligated,
                           as stated herein, to pay BA its development costs.
                           Subsequent to the implementation of migration-as
                           specified capability by BA, the parties agree that BA
                           will calculate Migration-as-Specified Costs and
                           submit such costs to AT&T. If AT&T disputes such
                           costs, such dispute shall be submitted pursuant to
                           Section 16 of the General Terms and Conditions to
                           determine (x) if BA actually incurred such costs for
                           the development of this service order process
                           capability to AT&T; and (y) that such costs were
                           reasonably incurred in order to provide this service
                           order process capability to AT&T.

                  (vi)     The Parties shall negotiate in good faith to agree on
                           documented interface specifications and a mutually
                           acceptable testing period for the service order
                           capability described above. AT&T agrees to provide
                           prior written notice to BA in the event it decides to
                           use such service order capability for any high
                           volume, unusual quantity or other non-ordinary course
                           of business request sufficiently prior to the date it
                           expects to effect such order so that BA may
                           adequately implement the same, and will agree to
                           further testing in connection therewith to the extent
                           required to assure proper implementation. The Parties
                           shall work cooperatively to assure that any problems
                           in connection with implementation and the provision
                           of such service order capabilities are resolved.

                  (vii)    AT&T and BA acknowledge and agree that the new
                           service order process provided herein shall only be
                           utilized by AT&T to place orders in a fully
                           mechanized flow through environment. The parties
                           further agree that any changes to this service order
                           type that the parties may undertake to negotiate
                           shall preserve and not degrade such fully mechanized
                           processes.

                  (viii)   AT&T's agreement to pay such development costs herein
                           does not preclude AT&T from asserting a position
                           against BA's recovery of other development costs
                           before appropriate regulatory bodies. The Parties
                           agree that this migration-as-specified provision
                           shall not be used to support either Party's position
                           as to the appropriate means for BA to recover its
                           costs to develop service order processing
                           capabilities.

         (c)      AT&T may submit a service order correction, change, supplement
                  or cancellation (a "Change Order") with respect to an initial
                  service order for Local Services and


                                       20
<PAGE>

                  unbundled Network Elements at any time after such service
                  order has been transmitted to BA. BA anticipates rejecting
                  such Orders (i) for incorrect information contained in the
                  Change Order; and (ii) in those instances when the Order has
                  been removed from queue for processing. If such Change Order
                  is rejected for reasons other than incorrect information
                  supplied with the Change Order, AT&T may, at its option,
                  contact its BA service representative for manual intervention
                  on a real time basis. The Parties shall cooperate to resolve
                  any problems which may arise in connection with such service
                  order process. For Local Services, BA will use commercially
                  reasonable efforts to implement the new process by December 1,
                  1997 or sooner, as mutually agreed to by the parties. The
                  Parties shall mutually agree to an implementation date for
                  unbundled Network Elements.

         (d)      As further described in the attached Appendix A to the General
                  Terms and Conditions of this Agreement, the parties agree to
                  work together to develop and implement
                  application-to-application electronic interfaces which already
                  conform or will conform to national standards for primary
                  interfaces* adopted by appropriate industry standards bodies,
                  for the conduct of local service resale, unbundled Network
                  Elements, and the interconnect business between ILECs and
                  CLECs. The specifications stated in Appendix A reflect the
                  Parties' reasonable interpretation of what they believe, at
                  the present time, to be the future national standards. Both
                  Parties agree that the interfaces which will be implemented
                  pursuant to Appendix A will not be proprietary to either party
                  and that information related to these interfaces will be made
                  publicly available in accordance with Applicable Laws. Neither
                  party waives any of its rights as a participant in industry
                  forums in the development and implementation of national
                  standards. The Parties acknowledge that the state of the art
                  in this area is rapidly changing. The Parties agree that this
                  Section 12(d) of the Agreement and Appendix A hereto and any
                  joint implementation plans pursuant to Appendix A do not imply
                  and shall not be used in any manner to demonstrate that (i)
                  existing BA interfaces do or do not meet OSS requirements
                  established by appropriate regulatory bodies; (ii) adoption of
                  national standards is a requirement under the Act, the Order,
                  or Applicable Laws; or (iii) a particular means of cost
                  recovery is appropriate or not, except to the extent the
                  Parties have agreed to cost recovery herein. Except for the
                  foregoing neither party waives its rights to present its
                  positions with respect to the adequacy of BA's existing and
                  future interfaces and the need for national standards.

         (e)      The Parties acknowledge that activities similar to those
                  described in this Section 12 and Appendix A to these General
                  Terms and Conditions are currently underway in New York
                  pursuant to the NY Agreement and that, where practical, the
                  Parties do not intend unnecessarily to duplicate performance
                  thereunder.

-----------------------
* As used herein, the term "Primary Interface" relates to the interface which is
designated as primary interface amongst more than one alternative offering by an
impartial, recognized standards body in the United States.

                                       21
<PAGE>

130      Operations Plan and Implementation Team. The Parties agree to an
         ---------------------------------------
Implementation Plan as set forth in Attachment 2 to this Agreement.

140      Force Majeure.
         -------------

         (a)      Neither Party shall be liable for any delay or failure in
                  performance of any part of this Agreement (other than an
                  obligation to make money payments) from any cause beyond its
                  reasonable control and without its fault or negligence
                  including, without limitation, acts of nature, acts of civil
                  or military authority, government regulations, embargoes,
                  epidemics, terrorist acts, riots, insurrections, fires,
                  explosions, earthquakes, nuclear accidents, floods, work
                  stoppages, strikes, equipment failure, power blackouts,
                  volcanic action, other major environmental disturbances,
                  unusually severe weather conditions, inability to secure
                  products or services of other persons or transportation
                  facilities, or acts or omissions of transportation carriers
                  (each, a "Force Majeure Event"). If any Force Majeure Event
                  occurs, the Party delayed or unable to perform shall give
                  prompt notice to the other Party and shall take all reasonable
                  steps to mitigate the effects of such Force Majeure Event.
                  During the pendency of the Force Majeure Event, the duties of
                  the Parties under this Agreement affected by the Force Majeure
                  Event shall be abated and, upon cessation of such Force
                  Majeure Event, shall resume as promptly as reasonably
                  practicable, without liability thereafter.

         (b)      Notwithstanding paragraph (a) of this Section 14, no delay or
                  other failure to perform shall be excused pursuant to this
                  Section 14 by the acts or omissions of a Party's
                  subcontractors, materialmen, suppliers or other third persons
                  providing products or services to such Party unless such acts
                  or omissions are themselves the product of a Force Majeure
                  Event, or unless such delay or failure and the consequences
                  thereof are beyond the reasonable control and without the
                  fault or negligence of the Party claiming excusable delay or
                  other failure to perform.

150 Certain State and Local Taxes. Each Party purchasing services hereunder
shall pay or otherwise be responsible for all federal, state, or local sales,
use, excise, gross receipts, transaction or similar taxes, fees or surcharges
levied against or upon such purchasing Party (or the providing Party when such
providing Party is permitted to pass along to the purchasing Party such taxes,
fees or surcharges), except for any tax on either Party's corporate existence,
status or income (other than income taxes included in rates through the
computation of carrying charge factors). Whenever possible, these amounts shall
be billed as a separate item on the invoice. To the extent a sale is claimed to
be qualified for resale tax exemption, the purchasing Party shall furnish the
providing Party a proper resale tax exemption certificate as authorized or
required by statute or regulation by the jurisdiction providing said resale tax
exemption. Failure to timely provide said resale tax exemption certificate will
result in no exemption being available to the purchasing Party.

160      Dispute Resolution.
         ------------------

                                       22
<PAGE>

         (A)      Inter-Company Review Board:

                  (1)      The Parties to this Agreement shall establish an
                           Inter-Company Review Board consisting of at least one
                           representative from each Party at the managing
                           director or above level (or such lower level as the
                           Parties agree) to assist in the resolution of
                           disputes between BA and AT&T.

                           (a)      Each Party must designate its initial
                                    representative to the Inter-Company Review
                                    Board within 15 days of the Effective Date
                                    of this Agreement.

                           (b)      The Parties may change their designee, or
                                    select an alternative designee, as required
                                    or deemed appropriate, without notice.

         (B)      Non-Service Affecting Disputes:
                  ------------------------------

         If a non-service affecting dispute arises between BA and AT&T during
         the Term of the Agreement, the following process, which shall be
         overseen by the Department, shall be followed to resolve such dispute.
         In the event the Parties, in good faith, do not agree that a
         non-service affecting dispute exists, the dispute shall be assumed to
         be a service affecting dispute (except as provided in Paragraph (C)
         below) and the process for resolving a service affecting dispute, as
         described in Paragraph (C) below, shall be followed.

                  (1)      Informal Negotiation of Non-Service Affecting
                           ---------------------------------------------
                           Dispute.
                           -------

                           If the Parties have a non-service affecting dispute
                           either Party may initiate the procedures set forth
                           herein by providing notice of the existence of a
                           non-service affecting dispute as set forth in Section
                           17 of the General Terms and Conditions of the
                           Agreement. The petitioning party shall also serve the
                           Department and the Inter-Company Review Board with a
                           copy of the notice.

                           (a)      The Parties shall have an initial 30-day
                                    period beginning from the date on which
                                    either Party has provided written notice to
                                    the other Party identifying the existence of
                                    a non-service affecting dispute within which
                                    to resolve the dispute themselves, without
                                    mediation or arbitration as provided below.
                                    The Parties shall make a reasonable effort
                                    to meet as often as necessary but not less
                                    than one time each week in an effort to
                                    resolve a dispute.

                           (b)      The Parties may also mutually agree to other
                                    informal resolution processes for specific
                                    circumstances, including, but not limited to
                                    commercial mediation or arbitration prior to
                                    requesting the


                                       23
<PAGE>

                                    Department initiate mediation or arbitration
                                    of any non-service affecting dispute between
                                    BA and AT&T.

                  (2)      Formal Mediation or Expedited
                           -----------------------------
                           Investigation/Arbitration of Non-Service Affecting
                           --------------------------------------------------
                           Dispute by the Department.
                           --------------------------

                           If the Inter-Company Review Board is unable to
                           resolve a non-service affecting dispute within thirty
                           (30) days (or such other period agreed to in writing
                           by the Parties) either Party may petition the
                           Department. The initial petition shall be for
                           mediation. If agreement cannot be reached through
                           mediation, the aggrieved Party may then petition the
                           Department for expedited investigation/arbitration.
                           The mediation and expedited investigation/arbitration
                           process shall be overseen by the Department.

                           (a)      A request for mediation shall be submitted
                                    in writing to the Department, with a copy
                                    served on the other Party.

                           (b)      The period of mediation shall be 60 days
                                    commencing on the date of filing of such
                                    petition for mediation. Such petition shall
                                    include a request to the Department to
                                    choose a mediator within the first 10 days
                                    of such 60 day period, and the mediation
                                    shall be conducted by a mediator designated
                                    by the Department. The Department may assign
                                    a staff person or a professional mediator,
                                    funded equally by the Parties, to conduct
                                    the mediation. The Parties shall cooperate
                                    in good faith with the mediator to resolve
                                    the dispute within such 60 day period. If,
                                    at any date following the 45th day of such
                                    60 day period, the Parties have not resolved
                                    their dispute, the Parties may request the
                                    mediator formally declare a deadlock.

                           (c)      Following the earlier to occur of (i)
                                    expiration of the 60-day mediation period
                                    without resolution of the dispute between
                                    the Parties or (ii) formal declaration of a
                                    deadlock by the mediator as contemplated in
                                    preceding paragraph (b), either Party may
                                    petition the Department to open an expedited
                                    investigation/arbitration into the dispute.
                                    The petition should include a comprehensive
                                    explanation of the dispute (e.g., unresolved
                                    issues, areas of agreement, stipulations of
                                    fact), as well as all relevant
                                    correspondence exchanged during negotiations
                                    or mediation. The petitioning Party shall
                                    provide a copy of the petition to the other
                                    Party on the same day that it is filed with
                                    the Department. The petition shall include a
                                    request to open an expedited
                                    investigation/arbitration within 10 business
                                    days of receipt of its petition. The
                                    Department may assign a staff person or a
                                    professional arbitrator, funded equally by
                                    the Parties, to conduct the


                                       24
<PAGE>

                                    expedited investigation/arbitration which
                                    shall be no more than 60 days. The staff
                                    person or arbitrator shall issue and serve
                                    his or her decision and award on the Parties
                                    within 20 business days of the close of the
                                    investigation/arbitration. Any such decision
                                    shall be submitted to the Department for
                                    approval, unless otherwise provided by the
                                    Department.

         (C)      Service Affecting Disputes:
                  --------------------------

                  If a service affecting dispute arises between BA and AT&T
                  during the Term of the Agreement, the following process, which
                  shall be overseen by the Department, shall be followed to
                  resolve such dispute. Any disputes over a matter that directly
                  affects the ability of a Party to provide uninterrupted
                  high-quality services to its customers shall be considered a
                  service affecting dispute. However, in the sole discretion of
                  the Party identifying the existence of the service affecting
                  dispute, said dispute may be resolved in accordance with the
                  general procedures/timeframes for a non-service affecting
                  dispute, as described above. The Parties agree that disputes
                  regarding collocation remedies in Exhibit A to Part III hereof
                  shall not constitute service affecting disputes.

                  (1)      Informal Negotiation of Service Affecting Dispute.
                           -------------------------------------------------

                           If the Parties have a service affecting dispute
                           either Party may initiate the procedures set forth
                           herein by providing notice of the existence of a
                           service affecting dispute as set forth in Section 17
                           of the General Terms and Conditions of the Agreement.
                           The petitioning party shall also serve the Department
                           and the Inter-Company Review Board with a copy of the
                           notice.

                           (a)      The Parties shall have an initial 5 business
                                    day period beginning from the date on which
                                    either Party has provided written notice to
                                    the other Party identifying the existence of
                                    a service affecting dispute and seeking to
                                    resolve it, within which to resolve the
                                    dispute themselves through the Inter-Company
                                    Review Board, without mediation or
                                    arbitration as provided below, except as set
                                    forth in subsection (b) below. The Parties
                                    shall make a reasonable effort to meet as
                                    often as necessary but not less than once in
                                    an effort to resolve the dispute.

                           (b)      The Parties may also mutually agree to other
                                    informal resolution processes for specific
                                    circumstances, including, but not limited to
                                    commercial mediation or arbitration prior to
                                    requesting the Department to initiate
                                    mediation or arbitration of a service
                                    affecting dispute between BA and AT&T.



                                       25
<PAGE>

                  (2)      Formal Expedited  Investigation/Arbitration of
                           ----------------------------------------------
                           Service Affecting Dispute by the Department.
                           -------------------------------------------

                           If the Inter-Company Review Board is unable to
                           resolve a service affecting dispute within 5 business
                           days (or such other period agreed to in writing by
                           the Parties) either Party may petition the Department
                           for expedited consideration and disposition of such
                           dispute pursuant to paragraph B(2)(c) above. There
                           shall be no period of mediation. The other Party
                           shall assent to such request for expedition. In
                           addition, to the extent technically and operationally
                           feasible, the Party against whom the complaint has
                           been made, shall take immediate remedial action to
                           correct the service affecting condition, without
                           prejudice to its position on the merits of the
                           dispute or its right to recover any costs incurred in
                           implementing an interim solution. The staff person or
                           arbitrator appointed by the Department shall issue
                           and serve his or her decision and award on the
                           Parties within 10 business days of the close of the
                           investigation/arbitration. Such decision shall be
                           submitted for approval by the Department, unless
                           otherwise provided by the Department.

         (D)      Confidentiality:
                  ---------------

                  (1)      BA, AT&T, and the arbitrator will treat the
                           arbitration proceedings, including the hearings and
                           conferences, discovery, or other related events, as
                           confidential, except as necessary in connection with
                           a judicial challenge to, or enforcement of, an award,
                           or unless otherwise required by an order or lawful
                           process of a court or governmental body.

                  (2)      In order to maintain the privacy of all arbitration
                           conferences and hearings, the arbitrator shall have
                           the power to require the exclusion of any person,
                           other than a Party, counsel thereto, or other
                           essential persons.

                  (3)      To the extent that any information or materials
                           disclosed in the course of an arbitration proceeding
                           contain proprietary, trade secret or confidential
                           information of either Party, it shall be safeguarded
                           in accordance with an appropriate agreement for the
                           protection of proprietary, trade secret or
                           confidential information that the Parties agree to
                           negotiate. However, nothing in such negotiated
                           agreement shall be construed to prevent either Party
                           from disclosing the other Party's information to the
                           arbitrator in connection with or in anticipation of
                           an arbitration proceeding. In addition, the
                           arbitrator may issue orders to protect the
                           confidentiality of proprietary information, trade
                           secrets, or other sensitive information in the event
                           the Parties cannot agree upon an agreement to govern
                           the handling of such information.

170 Notices. Any notices or other communications required or permitted to be
given or delivered


                                       26
<PAGE>

under this Agreement shall be in hard-copy writing (unless otherwise
specifically provided herein) and shall be sufficiently given if (a) delivered
personally, (b) delivered by prepaid overnight express service or (c) delivered
by confirmed telecopier transmission with a copy delivered thereafter in the
manner set forth in (a) or (b) above, to the following (unless otherwise
specifically required by this Agreement to be delivered by other means or to
another representative or point of contact and except for notices required in
the ordinary course of business):

                  If to AT&T:
                  AT&T Communications of New England, Inc.
                  32 Avenue of the Americas
                  New York, NY 10013
                  Attention: Vice President-Northeast States, LSO
                  Telecopier: (212) 387-4908

                  with a copy of each notice relating to an action, suit,
                  proceeding or claim to be sent simultaneously to:

                  AT&T Corp.
                  32 Avenue of the Americas
                  26th Floor
                  New York, NY 10013
                  Attention: Regional V.P. - Law and Government Affairs
                  Telecopier: (212) 387-5613

                  If to BA:
                  BA
                  1095 Avenue of the Americas
                  40th Floor
                  New York, NY 10036
                  Attention: President -Telecom Industry Services
                  Telecopier: (212) 597-2562

                  with a copy of each notice relating to an action, suit,
                  proceeding or claim to be sent simultaneously to:

                  BA
                  1095 Avenue of the Americas
                  40th Floor
                  New York, NY 10036
                  Attention: General Counsel
                  Telecopier: (212) 597-2560

         Either Party may unilaterally change its designated representative
and/or address for the receipt of notices by giving seven (7) days' prior
written notice to the other Party in compliance with


                                       27
<PAGE>

this Section. Any notice or other communication shall be deemed given when
received.

180      Confidentiality.
         ---------------

         (a)      Any information such as specifications, drawings, sketches,
                  business information, forecasts, models, samples, data,
                  computer programs and other software and documentation of one
                  Party (a "Disclosing Party") that is furnished or made
                  available or otherwise disclosed to the other Party or any of
                  its employees, contractors, agents or Affiliates (its
                  "Representatives" and, together with a Party, a "Receiving
                  Party") pursuant to this Agreement (such information, other
                  than customer proprietary network information, as defined in
                  Section 222(f)(1) of the Act, being hereinafter collectively
                  referred to as "Proprietary Information") shall be deemed the
                  property of the Disclosing Party. Proprietary Information, if
                  written, shall be marked "Confidential" or "Proprietary" or by
                  other similar notice, and, if oral or visual, shall be
                  confirmed in writing as confidential by the Disclosing Party
                  to the Receiving Party within ten (10) days after disclosure.
                  Unless Proprietary Information was previously known by the
                  Receiving Party free of any obligation to keep it
                  confidential, or has been or is subsequently made public by an
                  act not attributable to the Receiving Party, or is explicitly
                  agreed in writing not to be regarded as confidential, or is
                  independently developed by the Receiving Party, the Parties
                  hereby agree that in addition to the confidentiality
                  requirements set forth in the Act and the Order, all
                  Proprietary Information (i) shall be held in confidence by
                  each Receiving Party; (ii) shall be disclosed on a
                  confidential basis to only those persons who have a need for
                  it in connection with the provision of services required to
                  fulfill this Agreement and shall be used only for such
                  purposes; and (iii) may be used for other purposes only upon
                  such terms and conditions as may be mutually agreed to in
                  advance of use in writing by the Parties. Notwithstanding the
                  foregoing sentence, a Receiving Party shall be entitled to
                  disclose or provide Proprietary Information as required by any
                  governmental authority or applicable law only in accordance
                  with Section 18(b) below.

         (b)      If any Receiving Party is required by any governmental
                  authority or by applicable law to disclose any Proprietary
                  Information, then such Receiving Party shall provide the
                  Disclosing Party with written notice of such requirement, to
                  the extent permitted by law, as soon as possible and, where
                  possible, prior to such disclosure. The Disclosing Party may
                  then seek appropriate protective relief from all or part of
                  such requirement, and the Receiving Party shall use all
                  commercially reasonable efforts to cooperate with the
                  Disclosing Party in attempting to obtain any protective relief
                  which such Disclosing Party chooses to obtain. Absent any
                  restraining order or other relief prohibiting any such
                  disclosure by the Receiving Party, then the Receiving Party
                  shall be entitled to disclose such Proprietary Information and
                  shall incur no liability hereunder as a result thereof.



                                       28
<PAGE>

         (c)      In the event of the expiration or termination of this
                  Agreement for any reason whatsoever, each Party shall return
                  to the other Party or destroy all Proprietary Information and
                  other documents, work papers and other material (including all
                  copies thereof) obtained from the other Party in connection
                  with this Agreement and shall use all reasonable efforts,
                  including instructing its employees and others who have had
                  access to such information, to keep confidential and not to
                  use any such information, unless such information is now, or
                  is hereafter disclosed, through no act, omission or fault of
                  such Party, in any manner making it available to the general
                  public.

         (d)      Except as may be otherwise provided herein, by Applicable Law
                  or in any FCC rules or procedures hereinafter issued, BA shall
                  not use any AT&T data, even if the AT&T data is in aggregated
                  form, for retail marketing purposes, unless such data was
                  previously known by BA free of any obligation not to use such
                  data for retail marketing purposes, has been or is
                  subsequently made public by an act not attributable to BA or
                  is explicitly agreed in writing not to be subject to the
                  restriction set forth in this Section 18(d).

         (e)      BA shall provide to AT&T documentation of BA operational flows
                  within 60 days after the Effective Date of this Agreement to
                  help ensure that Section 18(d) above is being complied with by
                  BA.

         (f)      The Receiving Party may make copies of Proprietary Information
                  only as reasonably necessary to perform its obligations under
                  this Agreement. All such copies shall bear the same copyright
                  and proprietary rights notices as are contained on the
                  original.

         (g)      Except as otherwise expressly provided elsewhere in this
                  Agreement, no license is hereby granted under any patent,
                  trademark, or copyright, nor is any such license implied,
                  solely by virtue of the disclosure of any Proprietary
                  Information.

         (h)      The Parties acknowledge and agree that CPNI is governed by
                  Section 222 of the Act.

190      Number Portability.
         ------------------

         19.1     Interim Number Portability.
                  --------------------------

                  (a)      Until Number Portability is implemented on an
                           industry-wide basis pursuant to an order or
                           regulation issued by the FCC or the Department, the
                           Parties agree to provide to each other Interim Number
                           Portability as defined in the Act, ("INP") through
                           remote call forwarding, route indexing, and full NXX
                           code migration as set forth below or through any
                           other technical solution which may, at the option of
                           the Parties, be mutually agreed to by the Parties.

                  (b)      Upon implementation of Number Portability pursuant to
                           an FCC or


                                       29
<PAGE>

                           Department regulation, both Parties agree to conform
                           and provide such Number Portability in accordance
                           with said regulation. Once Number Portability is
                           implemented, either Party may withdraw, at any time
                           and at its sole discretion, its INP offerings,
                           subject to reasonable advance written notice to the
                           other Party.

                  (c)      In the event a Customer of one Party ("Party A")
                           elects to become a Customer of the other Party
                           ("Party B") and such Customer continues to reside
                           within the same central office boundary and Rate
                           Center, and elects to utilize the original telephone
                           number(s) corresponding to the Exchange Service(s) it
                           previously received from Party A in conjunction with
                           the Exchange Service(s) it will now receive from
                           Party B:

                           (i)      Party B shall, upon receipt from such
                                    Customer of the type of customer
                                    authorization required by the Department or
                                    the FCC (together with an associated service
                                    order which, among other things, indicates
                                    that Party B has obtained the required
                                    customer authorization permitting assignment
                                    of the number to Party B), place an order
                                    with Party A to implement an arrangement
                                    whereby all calls to the original telephone
                                    number(s) will be forwarded to Party B over
                                    the appropriate Local/IntraLATA trunks for
                                    purposes of forwarding the call.

                           (ii)     Party B shall become the customer of record
                                    for the original Party A telephone numbers
                                    subject to the INP arrangements provided
                                    that Party B continues to use the INP
                                    service for the use of the end user customer
                                    originally assigned such number, and in all
                                    respects shall be treated as the customer as
                                    to such number as if Party B has been
                                    assigned such number. Party A shall use its
                                    reasonable efforts to consolidate into as
                                    few billing statements as possible all
                                    collect, calling card, and third-number
                                    billed calls associated with those numbers,
                                    with sub-account detail by retained number.
                                    The parties shall work cooperatively to
                                    enable Party A to provide such billing
                                    statement to Party B in an agreed-upon
                                    format via either electronic file transfer,
                                    daily magnetic tape, or monthly magnetic
                                    tape.

                           (iii)    Party A will update its Line Information
                                    Database ("LIDB") listings for retained
                                    numbers, as directed by Party B, and cancel
                                    calling cards associated with those
                                    forwarded numbers.

                           (iv)     Within two (2) business days of receiving
                                    notification from the new Local Services
                                    carrier or the Customer terminating service
                                    with Party B, Party B shall notify Party A
                                    of the Customer's termination of


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<PAGE>

                                    service with Party B. Party A will cancel
                                    the INP arrangements for such Customer's
                                    telephone number(s). In the event Party A
                                    changes its telephone numbers, it may
                                    discontinue providing INP service as to such
                                    numbers.

                  (d)      Procedures for Providing INP Through Route Indexing.
                           ---------------------------------------------------
                           Either Party may deploy a Route Index arrangement
                           which combines direct trunks provisioned between BA's
                           and AT&T's end offices with trunk side routing
                           translations. Under this arrangement, inbound calls
                           to a ported number will be pointed at a Route Index
                           that sends the call to a dedicated trunk group, built
                           as a direct final, for the sole purpose of
                           facilitating completion for calls to a ported number.
                           Each Party will coordinate with the other to provide
                           this solution in a mutually agreeable and
                           administratively manageable manner (e.g., NXX level)
                           so as to minimize switch resource utilization for
                           both Parties. AT&T shall pay to BA all costs and
                           expenses incurred by BA in implementing such Route
                           Indexing through tandems as requested by AT&T
                           including, without limitation, all costs and expenses
                           arising out of the development of necessary
                           translations/reprogramming of existing trunk routing,
                           the provision of additional dedicated trunks serving
                           each affected tandem and the establishment of
                           increased call processing and memory capacity to
                           handle the increased volume of traffic, codes,
                           translations and routing domains for all affected
                           tandem or end office switches.

                  (e)      Procedures for Providing INP Through Full NXX Code
                           --------------------------------------------------
                           Migration. Where either Party has activated an entire
                           ---------
                           NXX for a single Customer, or activated a portion
                           consisting in excess of fifty percent (50%) of an NXX
                           Code for a single Customer with the remaining numbers
                           in that NXX either reserved for future use or
                           otherwise unused, if such Customer chooses to receive
                           service from the other Party, the first Party shall
                           cooperate with the second Party to have the entire
                           NXX reassigned in the LERG (and associated industry
                           databases, routing tables, etc.) to an end office
                           operated by the second Party. Such transfer will be
                           accomplished with appropriate coordination between
                           the Parties and subject to lead times specified in
                           ATTIS Numbering Committee Guidelines 95-0407-008 C.O.
                           code (NXX) Assignment guidelines and NOF Reference
                           Document, Part II, Section 2.3, NXX Code Openings,
                           for movements of NXXs from one switch to another.

                  (f)      The Parties shall pay to each other for ported
                           telephone numbers the amounts determined in
                           accordance with the Rochester Plan formula as
                           referenced in Phase 3 of the Arbitration Award.
                           Terminating IXC access charges shall be shared
                           between BA and AT&T pursuant to meet-point billing
                           arrangements between the Parties using special
                           estimated studies until such time as actual
                           meet-point billing records are available.



                                       31
<PAGE>

         19.2 Number Reassignment. BA shall not be required to reassign to AT&T
thousand number blocks (i.e., split NXX codes into blocks of a thousand numbers)
in the Local Exchange Routing Guide ("LERG") except to the extent that BA agrees
to such reassignment consistent with a change in the national guidelines for
Central Office Code assignments.

200      Directory Listings and Directory Distributions.
         ----------------------------------------------

         (a)      BA will include those AT&T Customers of Local Services resold
                  by AT&T from BA pursuant to Part I hereof in its "White Pages"
                  and "Yellow Pages" directory listings in accordance with the
                  terms of Appendix A of Part I, and will distribute such
                  directories to such customers, in an identical and transparent
                  manner in which it provides those functions for its own
                  customers' telephone numbers.

         (b)      With respect to all other AT&T Customers, BA will include such
                  AT&T Customers' telephone numbers in all of its "White Pages"
                  and "Yellow Pages" directory listings (including electronic
                  directories) and directory assistance databases associated
                  with the areas in which AT&T provides services to such
                  Customers, and will distribute such directories to such
                  Customers, in an identical and transparent manner in which it
                  provides those functions for its own Customers' telephone
                  numbers. In this Section 20, references to AT&T Customer
                  telephone numbers means telephone numbers falling within NXX
                  codes directly assigned to AT&T and to numbers which are
                  retained by AT&T on the customer's behalf pursuant to Interim
                  Number Portability arrangements described in Section 19 of the
                  General Terms and Conditions of this Agreement.

         (c)      BA will include all AT&T NXX codes on appropriate existing
                  calling charts in the BA Customer Guide section of the
                  directory in the same manner as it provides this information
                  for its own NXX Codes. BA shall assist AT&T in dealing with
                  Bell Atlantic Yellow Pages Company to facilitate Bell Atlantic
                  Yellow Pages Company's publication of AT&T Calling Charts or
                  other AT&T information in the front portion of Bell Atlantic
                  Yellow Pages Company directories distributed in the MA Region.

         (d       AT&T will provide BA with its directory listings and daily
                  updates to those listings (including new, changes, and deleted
                  listings) on a non-exclusive basis in a mutually agreed upon
                  format at no charge.

         (e       BA will accord AT&T's directory listing information the same
                  level of confidentiality which BA accords its own directory
                  listing information.

         (f       BA shall provide AT&T at no charge with directory distribution
                  for AT&T Customers. The Parties hereby acknowledge and agree
                  that BA is not required, as per applicable tariffs, to provide
                  more than one free white pages directory listing for each


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<PAGE>

                  CENTREX system purchased for resale, regardless of the number
                  of CENTREX lines purchased as part of such system.

         (g       BA will provide AT&T with a report of all AT&T customer
                  listings 90 days prior to directory publication in such form
                  and format as may be mutually agreed to by both parties. Both
                  Parties shall use their best efforts to ensure the accurate
                  listing of such information.

         (h       BA will work cooperatively with AT&T so that Yellow Page
                  advertisements purchased by Customers who switch their service
                  to AT&T (including Customers utilizing Interim Number
                  Portability) are maintained without interruption. BA will
                  allow AT&T customers to purchase new Yellow Pages
                  advertisements without discrimination, under the identical
                  rates, terms and conditions that apply to BA's customers.

         (i       BA will include, on one-eighth of a page, in the "Information
                  Pages" or comparable section of its White Pages Directories
                  for areas served by AT&T in the MA Region, listings provided
                  by AT&T for AT&T's installation, repair and customer service
                  and other customer service-oriented information, including
                  appropriate identifying logo. Such listings shall appear in
                  the manner that such information appears for subscribers of BA
                  and other LECs. BA shall not charge AT&T for inclusion of this
                  information.

         (j       Electronic Format Directory Assistance. Upon at least thirty
                  --------------------------------------
                  days notice from AT&T, BA shall provide to AT&T in electronic
                  format BA's master directory assistance listing for BA end
                  user customers in the MA Region, exclusive of non-published
                  numbers to the extent that BA is prohibited from selling or
                  offering to sell such numbers under Applicable Law. BA shall
                  also provide AT&T with updates (containing adds, deletes and
                  changes only) to these listings, at the same frequency that BA
                  updates its own directory assistance databases. The Parties
                  shall mutually agree to content, format and timing
                  specifications for these directory assistance listings. Such
                  directory assistance listings shall only be used by AT&T for
                  the purpose of providing local directory assistance to AT&T
                  local exchange service customers. AT&T shall pay BA a rate
                  based on the cost of providing directory assistance listings
                  and updates in an electronic format, including a reasonable
                  profit.

21.      Subscriber List Information.
         ---------------------------

         (a       At AT&T's request, in accordance with Section 222(e) and (f)
                  of the Act, for the purpose of publishing a directory in any
                  format, BA shall provide to AT&T published Subscriber List
                  Information on a timely basis via readily accessible tape or
                  electronic formats on the same terms and conditions and at the
                  same rates that BA provides its own Subscriber List
                  Information to third party directory publishers. Changes to
                  the Subscriber List Information shall be available on a timely
                  basis through the same tape


                                       33
<PAGE>

                  or electronic transfer means used to transmit the initial
                  Subscriber List Information at the same rates and on the same
                  terms and conditions that BA provides its own Subscriber List
                  Information to third party directory publishers. Subscriber
                  List Information provided by BA shall indicate whether the
                  customer is a residence or business customer.

         (b       BA shall provide Subscriber List information that includes
                  AT&T Customers to third parties, as required by the Act, on
                  the same terms and conditions and at the same rates that BA
                  provides its own Subscriber List Information to third parties.
                  AT&T shall receive its pro-rata share (calculated based on the
                  proportionate share of AT&T Customers to the total number of
                  customers included in the Subscriber List Information) of net
                  proceeds realized by BA from third parties for such Subscriber
                  List Information; provided, however, that BA shall not be
                  required to include AT&T Customers in Subscriber List
                  Information sales to third parties (other than AT&T) if BA
                  promptly notifies AT&T of all requests by third party
                  directory publishers and others for AT&T Subscriber List
                  Information thus permitting AT&T to deal directly with said
                  third parties.

22.      Miscellaneous.
         -------------

         22.1     Delegation or Assignment - Neither Party may assign or
                  transfer (whether by operation of law or otherwise) this
                  Agreement (or any rights or obligations hereunder) to a third
                  party without the prior written consent of the other Party
                  which consent shall not be unreasonably withheld or delayed;
                  provided, however, each Party may assign this Agreement to a
                  corporate Affiliate or an entity under its common control or
                  an entity acquiring all or substantially all of its assets or
                  equity by providing prior written notice to the other Party of
                  such assignment or transfer. Any attempted assignment or
                  transfer that is not permitted shall be void ab initio. All
                  obligations and duties of any Party shall be binding on all
                  successors in interest and assigns of such Party.

         22.2     Nonexclusive Remedies - Except as otherwise expressly provided
                  in this Agreement, each of the remedies provided under this
                  Agreement is cumulative and is in addition to any remedies
                  that may be available at law or in equity.

         22.3     No Third Party Beneficiaries - Except as may be specifically
                  set forth in this Agreement, this Agreement does not provide
                  and shall not be construed to provide third parties with any
                  remedy, claim, liability, reimbursement, cause of action, or
                  other privilege.

         22.4     Referenced Documents - Unless otherwise specifically provided
                  herein, whenever any provision of this Agreement refers to a
                  technical reference, technical publication, AT&T Practice, BA
                  Practice, any publication of telecommunications industry
                  administrative or technical standards, or any other document
                  specifically incorporated


                                       34
<PAGE>

                  into this Agreement, it will be deemed to be a reference to
                  the most recent version or edition (including any amendments,
                  supplements, addenda, or successors) of such document that is
                  in effect, and will include the most recent version or edition
                  (including any amendments, supplements, addenda, or
                  successors) of each document incorporated by reference in such
                  a technical reference, technical publication, AT&T Practice,
                  BA Practice, or publication of industry standards.

         22.5     Governing Law - The validity of this Agreement, the
                  construction and enforcement of its terms, and the
                  interpretation of the rights and duties of the Parties shall
                  be governed by the laws of the Commonwealth of Massachusetts
                  other than as to conflicts of laws, except insofar as federal
                  law may control any aspect of this Agreement, in which case
                  federal law shall govern such aspect.

         22.6     Publicity and Advertising - Neither Party shall publish or use
                  any advertising, sales promotions or other publicity materials
                  that use the other Party's logo, trademarks or service marks
                  without the prior written approval of the other Party. Neither
                  BA nor AT&T may offer services to its end users or others
                  under any of the brand names of the other Party or any of its
                  parents, subsidiaries or affiliates, regardless of whether or
                  not such brand names are registered trademarks or
                  servicemarks, without the other Party's prior written
                  authorization. Neither Party shall state or imply that there
                  is any partnership or other joint business arrangement with
                  the other Party, its parent, subsidiaries, or affiliates, for
                  the provision of services to the other Party's end users or
                  others. BA and AT&T may jointly develop a press release
                  publicizing their relationship under this Agreement, subject
                  to both (1) any prior non-disclosure agreement, and (2)
                  mutually agreed upon language and media. Notwithstanding this
                  section, AT&T is entitled to identify BA as the underlying
                  carrier of the services provided hereunder.

         22.7     Amendments or Waivers - Except as otherwise provided in this
                  Agreement, no amendment or waiver of any provision of this
                  Agreement, and no consent to any default under this Agreement,
                  shall be effective unless the same is in writing and signed by
                  both Parties. In addition, no course of dealing or failure of
                  a Party strictly to enforce any term, right or condition of
                  this Agreement shall be construed as a waiver of such term,
                  right or condition. By entering into this Agreement neither
                  Party waives any right granted to it pursuant to the Act
                  and/or the Order, except to the extent the Act or the Order
                  permits such rights to be modified or waived and such
                  modification or waiver is expressly set forth herein.

         22.8     Severability - If any term, condition or provision of this
                  Agreement is held to be invalid or unenforceable for any
                  reason, such invalidity or unenforceability shall not
                  invalidate the entire Agreement, unless such construction
                  would be unreasonable. However, the Parties agree to meet and
                  negotiate in good faith to arrive at a mutually acceptable
                  modification of the invalid or unenforceable provision. If the
                  Parties are


                                       35
<PAGE>

                  unable to agree on such modification within 30 days after the
                  Agreement provision(s) is held to be illegal, invalid or
                  enforceable, such failure to agree shall be resolved in
                  accordance with the Dispute Resolution process in Section 16
                  of the General Terms and Conditions.

         22.9     Entire Agreement - This Agreement, which shall include the
                  Attachments, Appendices, Exhibits and other documents
                  referenced herein, including all applicable tariffs as
                  referenced herein (as in effect from time to time except with
                  respect to those provisions in this Agreement in which it is
                  expressly provided otherwise), constitutes the entire
                  Agreement between the Parties concerning the subject matter
                  hereof and supersedes any prior agreements, representations,
                  statements, negotiations, understandings, proposals or
                  undertakings, oral or written, with respect to the subject
                  matter expressly set forth herein. Neither Party shall be
                  bound by any terms additional to or different from those in
                  this Agreement that may appear subsequently in the other
                  Party's form documents, purchase orders, quotations,
                  acknowledgments, invoices or other communications.

         22.10    Survival of Obligations - Any liabilities or obligations of a
                  Party for acts or omissions prior to the cancellation or
                  termination of this Agreement; any obligation of a Party under
                  the provisions regarding indemnification, Proprietary
                  Information, limitations on liability, and any other
                  provisions of this Agreement which, by their terms, are
                  contemplated to survive (or to be performed after) termination
                  of this Agreement, shall survive expiration or termination
                  hereof.

         22.11    Executed in Counterparts - This Agreement may be executed in
                  any number of counterparts, each of which shall be deemed an
                  original, but such counterparts shall together constitute one
                  and the same instrument.

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

         22.13    Joint Work Product - This Agreement is the joint work product
                  of the Parties and their respective counsel and shall be
                  fairly interpreted in accordance with its terms and, in the
                  event of any ambiguities, no inferences shall be drawn against
                  either Party.

         22.14    Nonexclusive Dealings - This Agreement does not prevent either
                  Party from providing or purchasing services to or from any
                  other person nor, except as provided in Section 5 of the
                  General Terms and Conditions and Exhibit A (Bona Fide Request
                  Process) of Part II hereof, does it obligate either Party to
                  provide or purchase any services not specifically provided
                  herein.



                                       36
<PAGE>

         22.15    No License - No license under patents, copyrights or any other
                  intellectual property right (other than the limited license to
                  use consistent with the terms, conditions and restrictions of
                  this Agreement) is granted by either Party or shall be implied
                  or arise by estoppel with respect to any transactions
                  contemplated under this Agreement.

         22.16    Dialing Parity - In addition to the parity requirements set
                  forth in Section E of Part I, the Parties shall provide
                  dialing parity to each other as required under Section
                  251(b)(3) of the Act, except as may be limited by Section 271
                  (e)(2)(B) of the Act.

         22.17    Disclaimer of Warranties - Upon the Department's ruling that
                  it has substantially completed the establishment of
                  performance standards and remedies in the Consolidated
                  Arbitrations, D.P.U. 96-73/74, 96-75, 96-80/81, 96-83 and
                  96-94, the following disclaimer shall take effect: EXCEPT AS
                  EXPRESSLY PROVIDED UNDER THIS AGREEMENT, NO PARTY MAKES OR
                  RECEIVES ANY WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO THE
                  SERVICES, FUNCTIONS AND PRODUCTS IT PROVIDES UNDER OR
                  CONTEMPLATED BY THIS AGREEMENT AND THE PARTIES DISCLAIM THE
                  IMPLIED WARRANTIES OF MERCHANTABILITY OR OF FITNESS FOR A
                  PARTICULAR PURPOSE.

                                       37