EXHIBIT 10.35
-------------

CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE PORTIONS OF THE
AGREEMENT INDICATED WITH AN ASTERISK (*). A COMPLETE COPY OF THIS AGREEMENT,
INCLUDING THE REDACTED TERMS, HAS BEEN SEPARATELY FILED WITH THE SECURITIES &
EXCHANGE COMMISSION.



                       OBJECTIVE SYSTEMS INTEGRATORS, INC.

                          ENTERPRISE LICENSE AGREEMENT

                               CONTRACT ELA - 352


THIS ENTERPRISE LICENSE AGREEMENT ("Agreement") is entered into as of September
22, 2000 ("Effective Date"), between OBJECTIVE SYSTEMS INTEGRATORS, INC.
("OSI"), and E.SPIRE COMMUNICATIONS, INC. ("e.spire").


1.   DEFINITIONS
     -----------

     (A)  COMBINED SOFTWARE. Computer code, data files or rules that result from
          (1) other computer code, data files or rules being linked, combined or
          otherwise operated with OSI Software, or (2) Licensee's extensions or
          enhancements to OSI Software.

     (B)  CONFIDENTIAL INFORMATION. Written, machine-reproducible and visual
          materials that are described in this Agreement, or clearly marked when
          disclosed, as being confidential, together with all visual or oral
          materials that are identified as confidential at the time of their
          disclosure or, based on the circumstances of the disclosure, ought
          reasonably understood to be confidential.

     (C)  DOCUMENTATION. User manuals and similar documents supplied to e.spire
          with OSI Software. Documentation does not include product or service
          descriptions, advertising materials or marketing materials.

     (D)  INSTALLATION DATE. The day that OSI declares OSI Software ready for
          use, if it is to be installed by OSI, or the day it is installed by
          Licensee, if it is not to be installed by OSI; provided, however, in
          all events the Installation Date will be on or before December 31,
          2000.

     (E)  LICENSEE. e.spire*.

     (F)  LICENSEE SOFTWARE. Computer code, modules, programs, data files or
          rules that are owned by or licensed to Licensee and designed to be
          linked, combined or otherwise operated with OSI Software. Licensee
          Software does not include OSI Software.

     (G)  NETWORK. e.spire's internal local or wide area network, including
          interfaces deployed outside of its facilities that are used for
          communicating with other entities.

     (H)  OSI SOFTWARE. Computer code, data files and rules that are listed as
          OSI Software in an Order or that are provided to Licensee in
          connection with Support. OSI Software does not include Licensee
          Software.

     (I)  .*

     (J)  SELF-HELP CODE. Any back door, time bomb, drop dead device or other
          software routine designed to disable a computer program automatically
          with the passage of time or under the positive control of a person
          other than e.spire. Self-Help Code does not include authorization
          codes or other software routines designed to permit


ELA - 352                                                                PAGE 1

<PAGE>


          OSI or its agents to obtain access to e.spire's computer systems for
          purposes of maintenance, usage statistics or technical support.

     (K)  SUPPORT. The update, maintenance and support services described in
          Exhibit 4.

     (L)  UNAUTHORIZED CODE. Any virus, Trojan horse, worm, or other software
          routines designed to permit unauthorized access, to disable, erase, or
          otherwise harm software or data, or to perform any other similar
          actions. Unauthorized Code does not include Self-Help Code.

     (M)  VENDOR. A third party that provides software modules embedded in OSI
          Software.


2.   FEES, ORDERS AND PAYMENT
     ------------------------

     (A)  FEES. Licensee will pay the fees set forth in Exhibit 1 and at the
          time specified in Exhibit 1.

          (1)  Payment will be made in U.S. Dollars and in immediately available
               funds. Amounts not paid when due will accrue interest at the
               lesser of 1.5% per month or the highest rate permitted by law.
               Licensee will reimburse OSI for all fees, costs and expenses
               (including reasonable attorneys' fees) incurred to collect
               overdue amounts.

          (2)  *.

     (B)  TAXES. Fees exclude, and Licensee will pay, all sales, value-added,
          use or other governmental taxes and fees except for taxes based on
          OSI's net income ("Taxes"). Taxes paid or payable by OSI will be
          invoiced to and paid by Licensee. If Licensee is required to make a
          Tax or other withholding in connection with a payment, the amount due
          will be that which, having been grossed-up and the tax withheld, will
          yield OSI the same amount as it would have received if no withholding
          had been made. OSI will contest any Taxes that e.spire reasonably
          deems improperly levied, at e.spire's sole expense and subject to its
          direction and control.

     (C)  ORDERS. Licensee will use the Order form attached as Exhibit 2
          ("Order") to acquire any additional copies of OSI Software under this
          Agreement. If Licensee modifies this form or submits a different form,
          OSI will not be bound to any additional or different terms unless it
          expressly consents to them. If Licensee is in material breach of this
          Agreement, OSI may delay or cancel outstanding Orders. Otherwise, all
          Orders will be filled and are included within the license fees set
          forth in Exhibit 1.

     (D)  CHANGES AND CANCELLATIONS. Orders may be changed or cancelled on
          notice to OSI not less than 30 days before scheduled shipment.
          Licensee will pay any out-of-pocket expenses reasonably incurred by
          OSI in connection with the change or cancellation.

     (E)  DELIVERY. OSI will pack and ship OSI Software according to its
          standard practice, F.O.B. OSI's factory. Freight and insurance charges
          will be prepaid and invoiced to Licensee. Licensee will not acquire
          title to OSI Software. Risk of loss will pass when OSI Software is put
          on a carrier at OSI's facility. OSI will have no liability in
          connection with shipment except in the case of its gross negligence,
          in which case OSI's liability will be limited to promptly providing
          replacement OSI Software. Partial shipment is not allowed without
          Licensee's prior approval. If a partial shipment occurs without
          Licensee's prior approval, Licensee will have no obligation to pay for
          the shipment until any shortfall has been delivered by OSI.

     (F)  AUDITS. On reasonable notice and no more than once per year, OSI or
          its agents (who will not be a competitor of e.spire or a Related
          Entity) may during normal business hours have access to Licensee's
          facilities to inspect Licensee's facilities (including its computers)
          and records to verify Licensee's proper use of the OSI Software
          governed by this Agreement. Licensee will keep records, in a format
          reasonably chosen by Licensee, regarding its use in sufficient detail
          to permit this verification. Licensee will also provide OSI with
          on-site access to its network and on-site access to its records, all
          as reasonably necessary to conduct a proper audit. Audits will be
          made, if at all, only in connection with (1) the termination or
          non-renewal of this Agreement, (2) the termination or non-renewal of
          any license under this Agreement, or (3)


ELA - 352                                                                PAGE 2

<PAGE>


          use by a Related Entity in connection with that Related Entity ceasing
          to be a Related Entity as defined in this Agreement.


3.   LICENSES
     --------

     (A)  GENERAL. This Section contains the rights granted to Licensee in OSI
          Software. Except for rulesets, which are provided in OSI's 4GL
          programming language, Licensee will receive only an object code
          license for OSI Software.

     (B)  LICENSE GRANTS. Licensee is granted a personal, non-transferable,
          non-exclusive, * license, solely for its own internal use and without
          rights to sublicense, to (1) load, install, execute, display and store
          OSI Software, (2) use the Documentation for that purpose, (3) extend
          or enhance OSI Software, and (4) use OSI Software as a part of
          Combined Software.

     (C)  TERM AND LIMITATIONS. * Licensee will not, nor will it permit others
          to, use OSI Software to develop code, objects, modules or programs
          that modify or substitute for code, objects, modules or programs in
          OSI Software. Use of OSI Software is limited those uses for which
          Licensee has paid the applicable fees. OSI Software may contain
          authorization codes and lockout software that restricts their
          operation to properly licensed uses.

     (D)  INTELLECTUAL PROPERTY. Licensee will not copy, alter, adapt, modify or
          make derivative works of OSI Software except as permitted by this
          Section. A reasonable number of backup copies of OSI Software may be
          made (and a reasonable number of copies of the Documentation for
          Licensee's internal use) provided that all proprietary notices on and
          in the OSI Software and Documentation are simultaneously copied. OSI
          Software may contain processes or techniques that are patented. No
          license to use those processes and techniques apart from the OSI
          Software is granted.

     (E)  REVERSE ENGINEERING. Licensee will not, and waives to the fullest
          extent permitted by law any right to, reverse engineer, decompile,
          disassemble or otherwise derive the source code for OSI Software, or
          to decode, de-encrypt or engineer around any security measures in OSI
          Software.

     (F)  TRANSFERS. Licensee may transfer OSI Software to computers that are
          owned by or leased to Licensee. However, it will need to obtain the
          requisite authorization codes from OSI before making the transfer.
          Licensee will not otherwise rent, license, sell or transfer any
          portion of the OSI Software. Any purported transfer will be void, will
          be a breach of this Agreement and will cause the licenses granted in
          this Agreement to automatically terminate without notice to Licensee.

     (G)  THIRD PARTY SERVICES. Licensee will not use OSI Software to provide
          network management or operations support services to a third party,
          other than another Related Entity, except in combination with
          providing other services to the third party via Licensee's Network.
          This will apply whether the elements of the Network are owned by the
          third party, leased to the third party by Licensee, or fully owned by
          Licensee.

     (H)  *


4.   OWNERSHIP AND PROPRIETARY RIGHTS
     --------------------------------

     (A)  OWNERSHIP. All right, title and interest to copyrights, trade secrets,
          patents and other intellectual property rights (1) in OSI Software
          will remain the exclusive property of OSI and its Vendors, and (2) in
          Licensee Software and the Network will remain the exclusive property
          of Licensee. For Combined Software, the parties will each retain full
          and exclusive rights to those portions of their respective software
          that are incorporated into the Combined Software. Combined Software
          will not be a joint work, and on termination of the license to OSI
          Software included in Combined Software, Licensee's right to use that
          OSI Software will end, even as part of Combined Software.

ELA - 352                                                                PAGE 3

<PAGE>


     (B)  OSI CONFIDENTIAL INFORMATION. All aspects of OSI Software, including
          programs, methods of processing, program design and structure, and the
          interaction and unique programming techniques they employ, are
          Confidential Information.

     (C)  LICENSEE CONFIDENTIAL INFORMATION. All aspects of Licensee's Network,
          including programs, methods of processing, structure, the interaction
          of elements within the Network and unique programming techniques
          employed by Licensee to facilitate that interaction, are Confidential
          Information.


5.   INSTALLATION, SUPPORT AND TRAINING
     ----------------------------------

     (A)  INSTALLATION AND SUPPORT. OSI will not be responsible for installing,
          testing, managing or controlling OSI Software. Exhibit 4 contains the
          terms that will apply to Support.

     (B)  TRAINING. OSI will make available to Licensee a total of * OSI
          Training Units that can be used by Licensee at any time during the
          Term for OSI training. Training classes will be held at mutually
          agreed times and at OSI's designated facilities within the continental
          United States. The cost of these training credits is included within
          the fees in Exhibit 1. Additional training will be in accordance with
          the OSI's standard rates in effect at the time the training occurs, or
          at any other rates the parties may later agree, and subject to OSI's
          standard cancellation policies. Licensee will be responsible for the
          travel and other out-of-pocket expenses of its employees attending OSI
          training.


6.   WARRANTIES
     ----------

     (A)  WARRANTIES. OSI makes the following warrants for the benefit of
          e.spire:

          (1)  For 90 days after the Installation Date, the media on which the
               each component of OSI Software is recorded will be free from
               defects.

          (2)  For 90 days after the Installation Date, each component of OSI
               Software will operate in all material respects as described in
               its Documentation.

          (3)  OSI has all necessary authority, right and power to convey the
               licenses granted in this Agreement.

          (4)  OSI knows of no infringement claims or facts that would give rise
               to an infringement claim regarding its ownership or license of
               the OSI Software.

          (5)  The OSI Software, including future updates, does not and will not
               contain any Self-Help Code or any Unauthorized Code. OSI makes
               this warranty notwithstanding any state law that authorizes the
               use of Self-Help Code.

     (B)  LIMITATIONS. THE WARRANTY IN SECTION 6(A) IS EXCLUSIVE. EXCEPT FOR
          THAT WARRANTY, OSI SOFTWARE AND SUPPORT ARE PROVIDED "AS-IS." THIS
          WARRANTY DOES NOT GUARANTEE THAT (1) OSI SOFTWARE WILL PERFORM IN
          EVERY OPERATING ENVIRONMENT OR BE UNINTERRUPTED OR ERROR FREE IN ITS
          OPERATION, OR (2) ANY DEFECT OR MALFUNCTION CAN OR WILL BE CORRECTED.
          NO OTHER WARRANTY OR CONDITION IS EXPRESSED OR IMPLIED, INCLUDING
          WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE AND MERCHANTABILITY.
          OSI will have no warranty obligation with respect to (1) any portion
          of OSI Software that has been modified, altered or combined with other
          software by a party other than OSI, unless the modification has been
          approved in writing or required by OSI, or (2) defects or malfunctions
          resulting from causes other than ordinary and proper use, or from
          hardware or software other than that provided, approved in writing or
          required by OSI and in the form provided, approved or required by OSI.

     (C)  EXCLUSIVE REMEDIES. Licensee's sole remedy for a breach of the limited
          warranties in Section 6(a) will be for OSI to use commercially
          reasonable efforts to restore the OSI Software so that it materially
          conforms to its Documentation as described in Exhibit 4. If it cannot
          do so, Licensee may terminate its license for the non-conforming OSI
          Software and obtain a refund of the pro rata license fees paid to OSI
          for the license.

ELA - 352                                                                PAGE 4

<PAGE>


     (D)  PRE-RELEASE SOFTWARE. On request, OSI may provide Licensee with
          Pre-Release OSI Software (such as "alpha" or "beta" versions of new or
          existing OSI Software) for evaluation and familiarization. Pre-Release
          OSI Software is provided "as is" and without warranty of any kind. It
          may contain bugs or inoperable features that will not be corrected.
          OSI may change Pre-Release OSI Software significantly before
          commercial release, or even not produce a commercial product based on
          Pre-Release OSI Software.


7.   DAMAGES AND LIMITATIONS
     -----------------------

     (A)  DAMAGES. NEITHER PARTY WILL BE LIABLE, REGARDLESS OF THE FORM OF
          ACTION, FOR LOST DATA, REVENUES, PROFITS OR SAVINGS, OR FOR INDIRECT,
          CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, EVEN IF THE
          PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF THE DAMAGES. THIS
          LIMITATION WILL NOT APPLY TO A BREACH OF SECTIONS 3, 4 OR 10(A).

     (B)  AGGREGATE LIABILITY. OSI WILL NOT BE LIABLE FOR DAMAGES IN EXCESS OF
          *. THIS LIMITATION WILL (1) APPLY REGARDLESS OF THE FORM OF ACTION,
          WHETHER CONTRACT OR TORT, INCLUDING NEGLIGENCE AND STRICT LIABILITY,
          AND (2) NOT APPLY TO INDEMNITY UNDER SECTION 8 OR TO LIABILITY FOR
          REAL PROPERTY DAMAGE, DEATH OR BODILY INJURY CAUSED BY OSI'S GROSS
          NEGLIGENCE OR WILLFUL MISCONDUCT.


8.   INFRINGEMENT INDEMNITIES
     ------------------------

     (A)  OSI INDEMNIFICATION.

          (1)  So long as Licensee complies with the material terms of Sections
               3 and 4, OSI will defend Licensee against any claims, and
               indemnify and hold it harmless against any judgments, directly or
               indirectly resulting from a claimed infringement or violation of
               copyright, patent or other intellectual property rights with
               respect to OSI Software. However, OSI will not be liable for any
               claims or judgments based directly on (a) the actions of
               Licensee, its employees or agents, unless those actions were on
               the express instructions or authorization of OSI, (b) use of a
               version, modification or adaptation of OSI Software, if the
               infringement would have been avoided by the use of a then-current
               unaltered release of OSI Software that had been provided to
               Licensee under this Agreement before the claim, (c) use of
               Combined Software, if OSI Software operated independently of the
               Combined Software is not the cause of the infringement unless the
               infringement arises from OSI's express instructions to Licensee,
               or (d) use of OSI Software in combination with any hardware,
               software or data not delivered in that combination by OSI, unless
               the use or combination was made on the express instructions to
               Licensee.

          (2)  On receiving notice of a claimed infringement, OSI may (a) settle
               on terms that permit continued use of the OSI Software, (b)
               modify the OSI Software to be non-infringing, or (c) if these
               remedies are not reasonably available, grant Licensee a credit
               equal to the depreciated value of the OSI Software that is the
               cause of the claim on its return to OSI. Depreciation will be
               based on a 48-month life that begins on the Installation Date.

          (3)  THIS SECTION PROVIDES LICENSEE'S SOLE REMEDY FOR INFRINGEMENT OF
               PATENTS, COPYRIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS.

     (B)  LICENSEE INDEMNIFICATION. Licensee will defend OSI and its Vendors
          against any claims, and indemnify and hold them harmless against any
          judgments, directly or indirectly resulting from a claimed
          infringement or violation of copyright, patent or other intellectual
          property rights with respect to OSI Software to the extent that
          Licensee Software or any of the acts described in Section 8(a)(1)(a) -
          (d) is the cause of the claimed infringement or violation.

     (C)  COOPERATION. Notwithstanding the above, an indemnifying party not
          obligated to defend or indemnify another party unless: (1) it has been
          promptly notified of the claim or suit and furnished with a copy of
          each pleading, communication, notice and other action relating to the
          claim or suit, (2) it is allowed, at its


ELA - 352                                                                PAGE 5

<PAGE>


          expense, to assume sole authority to conduct the trial or settlement
          of the claim or suit and any negotiations related to it, and (3) the
          party being indemnified promptly provides all information and
          assistance the indemnifying party reasonably requests in connection
          with the claim or suit.


9.   TERM AND TERMINATION
     --------------------

     (A)  TERM. This Agreement will start as of the Effective Date and will
          remain in effect for * months ("Term").

     (B)  TERMINATION OF AGREEMENT. This Agreement may be terminated (1) by
          either party on breach by the other remaining uncured 30 days after
          notice specifying the breach with particularity, (2) immediately on
          notice by OSI under Section 3(f), or (3) by notice from either party
          if the other party becomes insolvent, bankrupt or makes an assignment
          for the benefit of creditors.

     (C)  TERMINATION OF LICENSES. The licenses granted in Section 3 will
          terminate on the earliest of the following to occur: (1) termination
          of this Agreement by OSI under Section 9(b), (2)* or (3) notice from
          Licensee. On termination of a license, Licensee will immediately
          destroy or return to OSI, at Licensee's option, all copies of the
          relevant OSI Software in its possession or under its control. If
          Licensee elects to destroy the OSI Software, it will provide written
          confirmation from a full time employee at the Vice President level or
          above to the effect that the OSI Software has been destroyed. Licensee
          will thereafter have no continuing rights to that OSI Software,
          whether alone or as part of Combined Software.

     (D)  RENEWAL. Not less than 60 days before expiration of this Agreement,
          the parties will meet to (1) determine the scope of Licensee's
          then-current use of the OSI Software, and (2) agree pricing that will
          apply to Licensee's use, if any, of the OSI Software in excess of its
          volume of use on the date of expiration. Absent agreement, pricing for
          additional usage increments of OSI Software will be set at OSI's
          then-current list prices.

     (E)  SURVIVAL. On expiration or termination of this Agreement, the
          obligations of Licensee to pay amounts owed to OSI and to discharge
          any liability incurred before expiration or termination will survive,
          together with the provisions of Sections 2- 4 and 6-10.


10.  GENERAL
     -------

     (A)  CONFIDENTIAL INFORMATION. In the course of their dealings, each party
          will acquire Confidential Information about the other and its
          partners, including Confidential Information regarding business
          activities and operations, technical information and other trade
          secrets. Each party will hold the other party's Confidential
          Information in confidence. Neither party will use the other's
          Confidential Information for purposes other than to perform this
          Agreement nor will they disclose the other's Confidential Information
          except to those employees or advisors who (1) have a need to know it,
          and (2) are bound by law or have otherwise agreed in writing to
          maintain its confidence. Confidential Information includes all
          nonpublic components of OSI Software, including program design and
          structure, the unique programming techniques employed, and performance
          data or test results. It also includes a party's non-public plans for
          new products or services, product improvements and business
          strategies. If a party discovers Confidential Information has been
          improperly used or disseminated, it will immediately notify the other
          party and take all reasonable actions to minimize the impact of the
          use or disclosure.

     (B)  EXCLUDED INFORMATION. Even if marked as confidential, Section 10(a)
          will not apply to information that is (1) generally available to the
          public, (2) known by the receiving party without obligation of
          confidentiality before the negotiations leading to this Agreement, (3)
          independently developed by the receiving party outside the scope of
          this Agreement, (4) lawfully disclosed to the receiving party without
          restriction by a third party having the right to make the disclosure
          or (5) required to be publicly disclosed to a court or other tribunal.
          For required disclosures to a court or tribunal, the receiving party
          will promptly notify the disclosing party of the proceedings and fully
          assist it, at the expense of the party seeking protection, in
          obtaining protective orders to maintain the confidentiality of its
          Confidential Information.


ELA - 352                                                                PAGE 6


<PAGE>


     (C)  COMPLIANCE WITH EXPORT AND OTHER LAWS.
          --------------------------------------

          (1)  OSI Software, and all related rights, technical data and
               information, are subject to export controls imposed by the U.S.
               Government and other countries. Licensee will comply with all
               applicable import, export or other control restrictions. To the
               extent Licensee wishes to export OSI Software, OSI will provide
               Licensee with reasonable assistance to enable it to comply with
               applicable export laws.

          (2)  Each party, at its expense, will comply with all applicable laws,
               regulations, codes and ordinances. In addition to being a breach
               of this Agreement, to the extent that any such non-compliance
               results in liability which flows in whole or in part to the
               non-violating party, the non-violating party will be entitled to
               require the violating party to provide full and complete
               indemnification. Neither party will be bound by any provision of
               this Agreement to the extent, but only to the extent, that it
               violates applicable law.

     (D)  TRADEMARKS. Neither party will have any claim or right in the other's
          name, logo, trademarks, and other identifying mark, including
          trademarks, service marks, or trade names owned, used or claimed by
          the other ("Identifying Marks"). Neither party will lodge any filings
          with respect the other party's Identifying Marks nor to marks
          confusingly similar to the Identifying Marks.

     (E)  ORDERLY TRANSITION. If the Agreement terminates other than as a result
          of Licensee's material breach, OSI will provide Licensee with
          reasonable assistance in its transition to another vendor. This
          assistance will not include providing Confidential Information or
          protected intellectual property to the new vendor, but will include
          such items as the provision of reports, files or similar documents
          necessary for the continued operation of Licensee's Network. OSI will
          be compensated for this assistance but the amount of that
          compensation, if any, will be as mutually agreed by the parties.

     (F)  NO SOLICITATION. Neither party will (1) solicit the other's employees
          or otherwise aid, encourage, or advise employees of the other to
          terminate their employment, or (2) hire an individual who has been an
          employee of the other at any time within the six months after the
          individual has ceased being an employee of the other. The foregoing
          will not be deemed to preclude a party from hiring an employee of the
          other who has responded to a notice of a vacant position open to the
          general public.

     (G)  NOTICES AND CONSENTS. Notices, consents, approvals and communications
          given under this Agreement will be (1) in the English language, (2) in
          writing, (3) sent by registered or certified mail, return receipt
          requested, postage prepaid, sent by confirmed facsimile, or sent by a
          courier service that obtains a signed receipt, in all cases to the
          address indicated below or to such other address as a party designates
          by prior notice, and (4) effective on the date received unless a later
          date is otherwise indicated in the notice, consent or communication.

     (H)  ASSIGNMENT. This Agreement is not assignable, including by operation
          of law, by either party, either in whole or in part, without the prior
          consent of the other party, which consent will not be unreasonably
          withheld. * This Agreement will be binding on and inure to the benefit
          of the parties and their respective successors and permitted assigns.

     (I)  GOVERNING LAW. This Agreement will be governed by and construed in
          accordance with the laws of the State of California, United States of
          America, excluding its choice of law principles. The United Nations
          Convention on Contracts for the International Sale of Goods will not
          apply.

     (J)  ARBITRATION. Any dispute, controversy or claim arising out of or
          relating to this Agreement will be finally resolved by binding
          arbitration under the Commercial Arbitration Rules of Arbitration of
          the American Arbitration Association in effect at the time of the
          arbitration ("AAA Rules"). There will be one arbitrator selected by
          mutual agreement of the parties within 45 days after the initiation of
          arbitration. If the parties do not agree on the arbitrator within that
          period, the President of the State Bar of California at that time will
          make the selection.

          (1)  The venue of the arbitration will be Folsom. California. All
               proceedings will be conducted in English and, translations into
               English of all non-English language documents filed, submitted or
               exchanged


ELA - 352                                                                PAGE 7

<PAGE>
               during the proceedings will be supplied concurrently by the
               producing party. On reasonable notice to the other party and the
               arbitrator, a party may use expert and rebuttal witnesses.

          (2)  Each party will pay its own fees and expenses in connection with
               the arbitration. Common expenses (such as the fees of the
               arbitrator) will be borne by the parties as the arbitrator may
               determine.

          (3)  The award of the arbitrator will be (a) in writing (including
               reasons), and (b) final and binding on the parties. Judgment on
               the award may be entered and enforced by any court of competent
               jurisdiction.

          (4)  In no event will the arbitrator award punitive damages or any
               other damages that are not permitted under the express terms of
               this Agreement.

          (5)  Without prejudice to the AAA Rules, either party may apply to any
               court of competent jurisdiction for such interim relief as it
               considers appropriate, without the need to post bond or other
               security, or if required, then the minimum bond or security
               required.

     (K)  EQUITABLE RELIEF. Breach of a party's obligations regarding
          intellectual property rights will cause irreparable injury for which
          there is no adequate remedy at law. The aggrieved party will be
          entitled to equitable relief in addition to all other remedies that
          may be available, without the posting of bond or other security, or if
          required, then the minimum bond or security required.

     (L)  FORCE MAJEURE. Neither party will be liable or held in default for a
          failure or delay in performing its obligations under this Agreement,
          other than to make payment for amounts owing or to comply with
          Sections 3 4 and 10(a), due to any causes beyond its control provided
          it takes all reasonable steps to avoid and minimize the impact of the
          cause.

     (M)  ENTIRE AGREEMENT. This Agreement, including its Exhibits, is the
          entire agreement between the parties regarding its subject matter and
          supersedes all prior communications between them, both oral and
          written. Except as set forth in Section 10(k), this Agreement may not
          be modified, and no rights will be waived, except by an instrument in
          writing signed by a duly authorized representative of both parties.
          Section headings are for convenience only and will not be relevant in
          interpreting this Agreement. As used in this Agreement, the term
          "including" means by way of example and not limitation. Absent an
          express indication to the contrary, all references to a "day" or
          "days" are to calendar days.

     (N)  MODIFICATIONS TO EXHIBITS. OSI may change Exhibit 4 on 30 days prior
          notice. If a change to Exhibit 4 materially reduces Support, Licensee
          may terminate Support for the remainder of any prepaid period and
          receive a pro rata refund.

     (O)  WAIVERS AND REMEDIES. No waiver of a breach will constitute a waiver
          of any other breach of the same or any other provision of this
          Agreement. Except as otherwise provided, the rights and remedies in
          this Agreement are cumulative and in addition to any other rights or
          remedies available at law or equity.

     (P)  EXECUTION. Neither this Agreement nor any modification of it will be
          binding on OSI unless signed by one of its Executive Officers. This
          Agreement may be executed in multiple counterparts, each of which will
          be deemed an original. A counterpart delivered by facsimile or similar
          electronic means will be deemed an original, equivalent in all
          respects to a manually executed counterpart.

     (Q)  INTENTIONAL RISK ALLOCATION. The provisions of this Agreement reflect
          an informed, voluntary allocation between the parties of the risks
          (known and unknown) that may exist in connection with its subject
          matter. This allocation was a material part of the bargain between the
          parties. The economic and other terms of this Agreement were
          negotiated and agreed to by them in reliance on that allocation.

     (R)  INDEPENDENT CONTRACTORS. The parties are independent contractors.
          Under no circumstances will the employees of one party be deemed the
          employees of the other. This Agreement does not grant authority for
          either party to act for the other in an agency or other capacity, or
          to make commitments of any kind for the account of or on the behalf of
          the other.

     (S)  SEVERABILITY. If any provision of this Agreement is determined to be
          invalid or unenforceable, it will be deemed to be modified to the
          minimum extent necessary to be valid and enforceable. If it cannot be
          so

ELA - 352                                                                PAGE 8

<PAGE>


          modified, it will be deleted and the deletion will not affect the
          validity or enforceability of any other provision unless, as a result,
          the rights of either party are materially diminished or the
          obligations and burdens of either party are materially increased so as
          to be unjust or inequitable.


ELA - 352                                                                PAGE 9

<PAGE>


IN WITNESS WHEREOF the parties have caused this Agreement to be executed by
their duly authorized representatives.


OBJECTIVE SYSTEMS INTEGRATORS, INC.            E.SPIRE COMMUNICATIONS, INC.


<TABLE>
<CAPTION>
<S>                                            <C>
By:                                            By:
     ---------------------------------              --------------------------------
Name:                                          Name:
       -------------------------------                ------------------------------
Title:                                         Title:
        ------------------------------                 -----------------------------
Date:                                          Date:
       -------------------------------                ------------------------------



Address for Notices:

Objective Systems Integrators, Inc.            e.spire Communications, Inc.
101 Parkshore Drive                            12975 Worldgate Drive
Folsom, California  95630 U.S.A.               Herndon, Virginia  20170
Attn:  Contracts Administration                Attn:  Chief Information Officer
Business Telephone:  (1) (916) 353-2400        Business Telephone:  (703) 389-2045
Facsimile for Notices:  (1) (916) 353-0647     Facsimile for Notices:  (703) 464-8073

                                               With a copy to the same address:
                                               Attn:  General Counsel
                                               Facsimilie:  (703) 639-6035

</TABLE>


ELA - 352                                                                PAGE 10


<PAGE>


                                    EXHIBIT 1
                                    ---------

                               CONTRACT ELA - 352

                                  LICENSE TERMS



1.     OSI SOFTWARE COVERED.*
       --------------------


2.     FEES. *
       ----


3.     ON-SITE PROFESSIONAL SERVICES. OSI will also provide e.spire, in
       consideration of the Fees paid under this Agreement, with on-site
       professional services assistance for a period of * . Provision of these
       professional services will be under the Enterprise Professional Services
       Agreement (EPSA - 129) entered into between the parties contemporaneously
       with this Agreement, and will be as detailed in a Statement of Work under
       that Agreement.


ELA - 352                                                               PAGE 11

<PAGE>


                                    EXHIBIT 2
                                    ---------

                               CONTRACT ELA - 352

                                 ORDER NO. _____



THIS ORDER is entered into as of ________ ("Effective Date") under the above
Enterprise License Agreement ("Agreement"). All capitalized terms are defined in
the Agreement unless otherwise expressly defined in this Order. On acceptance of
this Order by OSI, the software and manuals described below will be OSI Software
and Documentation for purposes of the Agreement.


1.     DESCRIPTION OF OSI SOFTWARE.
       ---------------------------


       Product
       ITEM #              QUANTITY         DESCRIPTION










2.     ATTACHMENT OF LICENSEE'S PURCHASE ORDER.
       ---------------------------------------


       Instead of completing the description and listing prices in this Order,
       Licensee may incorporate that information by attaching its standard form
       of purchase order. If Licensee does so, it agrees that, except for this
       information, no provisions in its purchase order will (1) be incorporated
       into this Order or into the Agreement, or (2) modify or amend the terms
       of this Order or the Agreement.


4.     DESIGNATION OF INITIAL DELIVERY POINT.
       -------------------------------------

       Licensee directs OSI to deliver the OSI Software to ___________________.


IN WITNESS WHEREOF, Licensee has caused this Order to be executed by its duly
authorized representative as of the date indicated below.


-------------------------------------------------


By:
     --------------------------------------------
Name:
       ------------------------------------------
Title:
        -----------------------------------------
Date:
       ------------------------------------------

ELA - 352                                                               PAGE 12


<PAGE>


                                    EXHIBIT 3
                                    ---------

                               CONTRACT ELA - 352

*


                                           OBJECTIVE SYSTEMS INTEGRATORS, INC.
-----------------------------------

LICENSEE



By:                                        By:
     ------------------------------             --------------------------------
Name:                                      Name:
       ----------------------------               ------------------------------
Title:                                     Title:
        ---------------------------                -----------------------------
Date:                                      Date:
       ----------------------------               ------------------------------


ELA - 352                                                               PAGE 13

<PAGE>


                                    EXHIBIT 4
                                    ---------

                               CONTRACT ELA - 352

                                     SUPPORT



1.   DEFINITIONS
     -----------

     (A)  DEFECT. An error in OSI Software or a failure of OSI Software to
          conform substantially with the Documentation supplied to Licensee in
          connection with the OSI Software that can be reproduced by OSI.
          Defects fall into three categories as follows:

          (1)  PRIORITY 1 (PRODUCTION SYSTEM FAILURE). Licensee's primary
               production system (a) is completely unavailable, (b) has a
               problem that occurs with sufficient frequency that the system is
               effectively rendered inoperable, or (c) is affected such that
               critical business processes are unavailable. In each case, no
               Workaround can be immediately identified. For Priority 1 Defects,
               both OSI and Licensee will commit full-time resources to resolve
               the situation.

          (2)  PRIORITY 2 (SYSTEM IMPAIRMENT). Licensee's business processes are
               impacted or impaired, but its primary production system still
               functions.

          (3)  PRIORITY 3 (MINOR FAULT). There is no material operational impact
               on Licensee's business processes or a Workaround has been
               identified.

     (B)  MAINTENANCE RELEASE. An updated release of OSI Software that
          incorporates all Patches since the last Maintenance Release or Product
          Release. A Maintenance Release is denoted by a change in the third
          number of the Version ID. Release notes are generally included.

     (C)  PATCH. A specific change to resolve a Defect that is made between
          Maintenance Releases or Product Releases. A Patch may include
          additional or replacement Documentation.

     (D)  PRODUCT RELEASE. A release of OSI Software that incorporates new
          enhancements, features and fixes since the last Product Release. A
          Product Release is denoted by a change in the first or second number
          in the OSI Software Version ID. Release notes and full Documentation
          are included.

     (E)  REMOTE ACCESS. Access to Licensee's systems reasonably required by OSI
          to provide Support. Remote Access may include a dedicated connection,
          dial-up modem, internet, telnet or other means by which OSI can gain
          the needed access.

     (F)  VERSION ID. A designation used to denote different versions of OSI
          Software. A Version ID consists of two or more numbers, each separated
          by a period (i.e. X.X.X), where the first two numbers designate the
          Product Release, the third number designates the Maintenance Release
          within a Product Release and any subsequent numbers designate the
          Patch level.

     (G)  WORKAROUND. A change to the procedures Licensee follows or the data it
          supplies when using OSI Software. A Workaround is designed to enable
          OSI Software to operate without a material, adverse effect on it use
          by Licensee in its production environment.


2.   SUPPORT COVERAGE
     ----------------

     (A)  OSI SOFTWARE. So long as Licensee is current in paying all undisputed
          Support charges and is not then in material breach of this Agreement,
          Licensee will receive the Support as described below for all OSI
          Software. Support is provided only for the current and the just prior
          Product Release of OSI Software, with all OSI recommended operating
          system, database and other Patches applied. For further information
          regarding non-current Product Releases, see OSI's Product Lifecycle
          Guidelines on its Web-based Technical Assistance Center, URL:
          http://tac.osi.com/ ("WebTAC").


ELA - 352                                                               PAGE 14

<PAGE>


     (B)  EXCLUDED ITEMS. Support does not include (1) installation of
          Maintenance Releases, Patches, Product Releases and Workarounds, (2)
          their integration into Licensee's system, or (3) their customization
          to conform to Licensee's environment.


3.   SUPPORT
     -------

     (A)  OSI SOFTWARE. If Licensee believes that there is a Defect in OSI
          Software, Licensee will (1) promptly notify OSI, describing the
          parameters, procedures and conditions resulting from the Defect in
          sufficient detail to permit OSI to isolate the code that has caused
          the Defect, and (2) provide OSI with all data files, database rules
          and other software, together with Remote Access and (if OSI requires)
          on-site access, reasonably believed necessary by OSI for it to
          reproduce and analyze the Defect. If the Defect cannot be reproduced,
          no further action will be taken.

     (B)  RESPONSE TIMES. On notice of a Defect and during the hours set forth
          below, OSI will initiate work to verify a Defect, advise Licensee of
          its plans for resolving the Defect, and use commercially reasonable
          efforts to resolve the Defect, as follows:

          (1)  PRIORITY 1. OSI will promptly initiate work to verify the Defect,
               will use commercially reasonable efforts to resolve the Defect
               within 2 hours and, if unable to do so, will continue diligently
               to pursue resolution of the Defect.

               Licensee will also receive a support telephone/paging number to
               be used after normal business hours to report Priority 1 Defects.
               OSI will endeavor to respond within 15 minutes of receiving a
               call, message or page.

               OSI will be available to resolve Priority 1 Defects 24 hours per
               day, 7 days per week, 365 days per year.

          (2)  PRIORITY 2. OSI will initiate work to verify a Priority 2 Defect
               no later than the next business day and will try to resolve it in
               10 business days. OSI will be available to resolve Priority 2
               Defects from 9 am until 6 p.m. PST, Monday through Friday
               excluding local OSI holidays.

          (3)  PRIORITY 3. OSI will initiate work to verify a Priority 3 Defect
               and provide a reasonable Workaround in 30 business days. OSI will
               also try to include a correction for the Defect in the next
               Maintenance Release or Product Release. OSI will be available to
               resolve Priority 3 Defects from 9 am until 6 p.m. PST, Monday
               through Friday excluding local OSI holidays.

          If a Defect cannot be resolved within the times described above, OSI
          will notify Licensee and the parties will cooperate in good faith to
          arrive at a mutually satisfactory alternative.

     (C)  NOTICE. OSI will work diligently to resolve Priority 1 and Priority 2
          Defects with a Workaround or Patch. Whenever practical, OSI will
          verbally advise Licensee of a Workaround, followed by a confirmation
          posted on WebTAC, or otherwise provided to Licensee. If a Workaround
          does not resolve the Defect, OSI will use commercially reasonable
          efforts to provide a Patch.


4.   OSI SOFTWARE UPDATES
     --------------------

     Support fees include the right to receive a license to Maintenance Releases
     and Product Releases at the time each Release is made generally available.
     Revisions and enhancements to OSI Software will be made as OSI deems
     necessary and appropriate. OSI may discontinue updating OSI Software at any
     time or may incorporate any portion of existing OSI Software into a new and
     distinct product. In this latter case, OSI will offer to make the new
     product available to Licensee at its then current price.


ELA - 352                                                               PAGE 15

<PAGE>


5.   GENERAL ASSISTANCE
     ------------------

     OSI will provide Licensee with a reasonable amount of generalized advice
     regarding the proper installation, configuration and operation of OSI
     Software in the form provided by OSI ("General Assistance"). Additional
     General Support is available on a time and materials basis.


6.   TELEPHONE HOTLINE
     -----------------

     Telephone Support for Basic Support and General Assistance is available
     6:00 a.m. to 5:00 p.m., PST, Monday - Friday, excluding local OSI holidays.


7.   WEBTAC
     ------

     Subject to system availability, Support includes 24 hour-a-day, 7
     day-a-week access to OSI's WebTAC. Use of the WebTAC is subject to the
     terms, conditions and procedures that are posted on the WebTAC site.


8.   GENERAL MATTERS
     ---------------

     (A)  CONTACTS AND INTERNAL SUPPORT.

          (1)  Licensee will designate one employee who will be the primary
               contact and one employee who will be the backup contact (either
               of whom is a "Contact") for all matters related to Support. Each
               Contact will have will have reasonable knowledge of the OSI
               Software. In addition, they will have reasonable knowledge of
               both Unix system administration and database administration,
               troubleshooting and operation. Only the Contacts will have full
               use of OSI's WebTAC, although "read only" access and report
               generation can be provided to other of Licensee's employees.

          (2)  All requests for Support will be made through the Contacts. In
               addition, Licensee will take and document the following actions
               (to the extent appropriate) both before and after reporting a
               Defect:

               o    Maintain an up-to-date record of system changes, such as
                    upgrades, Patches and modifications to operating systems,
                    databases, devices, device software and OSI Software.

               o    Identify the nature of the Defect.

               o    Describe the events that led up to the problem.

               o    Reproduce the error and document the steps needed to do so.

               o    Provide OSI with proper Remote Access and any required
                    assistance.

               Licensee will also commit appropriate resources to clearing the
               Defect until its source has been agreed.

     (B)  CANCELLATION. Support will end if Licensee's license for OSI Software
          is terminated. If Support ends, it will end, effective immediately,
          for all OSI Software. Previously paid fees will not be refunded.

     (C)  REINSTATEMENT. Licensee may reinstate lapsed Support by paying all
          Support fees that are in arrears, plus (1) a reinstatement fee equal
          to 50% of the then-current annual fee, and (2) any costs, on a time
          and material basis, that OSI incurs to update Licensee's installations
          to current versions of OSI Software.

     (D)  MODIFICATIONS AND UNAUTHORIZED USES. OSI will have no obligation to
          support OSI Software if it (1) has been modified by anyone other than
          OSI or at OSI's express authorization or request, or (2) is being used
          in violation of the terms of the Agreement. If a reported problem is
          not a Defect in OSI Software but is actually a problem caused by user
          error, modification of OSI Software by a party other than OSI, or
          third party hardware or software, OSI may invoice Licensee on a time
          and materials basis for efforts provided by OSI personnel for the
          problem.


ELA - 352                                                               PAGE 16

<PAGE>


     (E)  LIMITATIONS. OSI WILL USE COMMERCIALLY REASONABLE EFFORTS TO REPAIR
          DEFECTS, BUT DOES NOT GUARANTEE THAT IT WILL BE ABLE TO DO SO, OR THAT
          ANY REPAIR WILL BE SATISFACTORY TO LICENSEE.



ELA - 352                                                               PAGE 17