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                                                                   EXHIBIT 10.34

                         RESIDENTIAL RESELLER AGREEMENT

     THIS AGREEMENT is made and entered into this 29th day of May, 1998, by and
between TELEPORT COMMUNICATIONS GROUP INC., a Delaware corporation with a
principal office located at One Teleport Drive, Staten Island, NY 10311
(hereinafter "TCG"), and TVMAX TELECOMMUNICATIONS, INC., d/b/a OpTel, Inc., a
Delaware business corporation with its principal office located at 1111 W.
Mockingbird Lane, Suite 1000, Dallas, Texas 75247 (hereinafter "Reseller"), for
the purpose of establishing a wholesale provider and reseller relationship
between them.

                                  WITNESSETH:

     WHEREAS, TCG is in the business of providing telecommunications services in
certain geographic market areas; and

     WHEREAS, Reseller has applied to TCG for the right to rebrand and resell
TCG's services; and

     WHEREAS, TCG has agreed to provide services to Reseller pursuant to the
terms and conditions set forth herein.

     WHEREAS, TCG and Reseller wish to set forth terms and conditions which
will be applicable to such telecommunications services, as herein defined, of
TCG as may be ordered and furnished from time to time in various metropolitan
areas as herein provided. The services will be offered in each metropolitan area
by an entity. ("Authorized Entity") over which TCG has control as defined below,
and which is either an affiliate or subsidiary of TCG and/or which TCG manages
or is otherwise contractually affiliated with.

     NOW, THEREFORE, in consideration of the mutual promises, covenants and
warranties contained herein, and intending to be legally bound hereby, the
parties hereby agree as follows:

                                    ARTICLE 1
                                   DEFINITIONS

     Whenever used in this Agreement, as hereinafter defined, the following
terms shall have the respective meanings given to them in this Article 1, unless
the context requires otherwise. Said terms also shall have the said meanings
when used in any exhibit, schedule, attachment, or addendum hereto or in any
document made or otherwise delivered pursuant to this Agreement, unless the
context otherwise requires. Each term defined in this Article 1 shall be deemed
to refer to the singular, plural, masculine, feminine, or neuter as the context
requires.



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     1.1. "AGREEMENT" means this Residential Reseller Agreement, as originally
executed and as the same may be amended, modified and supplemented from time to
time by exhibits, schedules, attachments or addendums executed in accordance
herewith.

     1.2. "AFFILIATE" means, when used with reference to a specific Person, any
Person that, directly or indirectly, through one or more intermediaries,
controls, is controlled by or is under common control with such specific Person.
This term shall also include any person who, directly or indirectly, through one
or more intermediaries, has the contractual right or option to acquire or vote
more than 10% of the voting interest of a specific Person.

     1.3. "ASSIGNMENT" means a sale exchange, transfer or other disposition of
all or any portion of a Party's rights hereunder.

     1.4. "BUILDING" means the structure in which a Residence is housed.

     1.5. "BUSINESS DAY" means any day other than Saturdays, Sundays, and legal
holidays.

     1.6. "CONTROL" (or the verb form "Controlled") means a Person shall be
deemed to control another Person when such controlling Person has the power,
directly or indirectly, to cause the direction of the management or policies of
such other Person, whether through the ownership of voting securities, by
contract, agency or otherwise.

     1.7. "CUSTOMER" means any Residential end-user of the Services, any
commercial end-user of the Services with ten (10) directory numbers or less, or
any leasing office, property management office, or clubhouse located within or
upon a Premises.

     1.8. "DIRECTORY NUMBER" or "DN" means a unique ten-digit number which
resides on a TCG switch.

     1.9. "EFFECTIVE DATE" means the date of the last necessary signature
hereto.

     1.10. "FCC" refers to the Federal Communications Commission.

     1.11. "FINAL ORDER" means an action by any applicable federal or state
agency or court as to which: (i) no request for stay by the federal or state
agency or court of the action is pending, no such stay is in effect, and, if any
deadline for filing any such request is designated by statute or regulation, it
has passed; (ii) no petition for rehearing or reconsideration of the action is
pending and the time for filing any such petition has passed;




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(iii) the federal or state agency or court does not have the action under
reconsideration on its own motion and the time for such reconsideration has
passed; and (iv) no appeal to a court, or request for stay by a court, of the
federal or state agency's or court's action is pending or in effect, and if any
deadline for filing such appeal or request is designated by statute or rule, it
has passed.

     1.12. "IXC" means a certified interexchange carrier.

     1.13. "LEC" means a local exchange carrier certified as such within its
applicable regulatory jurisdiction.

     1.14. "MDU" means multiple dwelling units, typically an apartment complex 
or real estate development, but which may also include private single-family
residential developments, mobile home parks, and condominiums; where the
Services may be resold by Reseller to Customers. An MDU may consist of one or
more Buildings.

     1.15. "MOU" means a minute of use of TCG's Services hereunder.

     1.16. "PARTY" refers to one or both of the parties to this Agreement, TCG
or Reseller, as the context indicates.

     1.17. "PERSON" means any general partnership, limited partnership,
corporation, joint venture, trust, business trust, governmental agency,
cooperative, association, individual or other entity, and the heirs, executors,
administrators, legal representatives, successors and assigns of such person as
the context may require.

     1.18. "POINT OF DEMARCATION" refers to the point(s) of interface, as
defined in any applicable Service Supplements (see Schedule C) to this Agreement
where each Party will receive the traffic from the other.

     1.19. "PREMISES" means the property and any buildings thereon, described in
any applicable Service Supplement(s) attached hereto and incorporated herein
Such Service Supplement(s) may be amended or added to from time to time, or
additional Service Supplements attached, to permit additional properties to be
included in the Premises covered under this Agreement, and such amendment(s)
and/or additional Service Supplements shall be incorporated herein.

     1.20. "PROPRIETARY INFORMATION" means information relating to the business,
and operations of TCG, Reseller, or their subsidiaries, affiliates, customers
and consultants including,



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but not limited to, all technical, marketing and financial information relating
thereto, any information relating to the pricing, methods, processes, financial
data, lists, apparatus, statistics, programs, research, development or related
information of TCG, Reseller or their subsidiaries or affiliates, or TCG's or
Reseller's customers, concerning past, present or future business activities or
operations of said entities or the provision of Services under this Agreement.

     1.21. "RESALE SERVICES" are the telecommunications services including but
not limited to: long distance, internet and satellite service obtained by TCG
from a third party and resold to Reseller.

     1.22. "RESIDENTIAL" or "RESIDENCE" means any single dwelling unit.

     1.23. "SERVICE DATE" refers to the date when TCG notifies Reseller that
Services are available for use.

     1.24. "SERVICES OR TCG'S SERVICES" refers to the wholesale switched
telecommunications services and features delineated in Schedules A and B hereto
and Resale Services, purchased by Reseller as an intermediary to be resold
exclusively to Customers in certain geographic market areas.

     1.25. "TARIFFED SERVICES" are services offered by TCG pursuant to effective
tariffs filed with the various applicable state public service commissions,
public utility commissions or other similar bodies and/or the FCC.

                                    ARTICLE 2
                           UNDERTAKING OF THE PARTIES

     2.1. SCOPE. Reseller and TCG wish to set forth a standard set of general
terms and conditions which will facilitate Resellers' ability to order and
purchase Services from TCG and market, sell and distribute such Services to
Customers in various metropolitan areas only where TCG and Reseller have legal
authority to do so. The Services will be offered to Reseller by TCG in each
metropolitan area by an Authorized Entity. TCG will notify Reseller from time
to time of the identity of each Authorized Entity for which such terms and
conditions are applicable and of the appropriate procedure for placing orders.
Reseller and Authorized Entity may enter into service order agreements
pertaining to individuals Premises or other agreements supplemental hereto
(together with product descriptions attached thereto, the "Service Supplements")
pursuant to which Authorized Entity will provide Reseller with the Services
commencing on the Service Date (as hereinafter defined) and continuing for the
periods of time and on the other terms and conditions specified




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on such Service Supplements. The terms and conditions of this Agreement shall
apply to each Service Supplement, whether executed simultaneously herewith or
subsequent hereto.

     2.2. SERVICES. The Services that may be ordered under and pursuant to the
terms and conditions of this Agreement are as described and set forth in
Schedules A & B hereto and in any applicable tariffs. These Schedules may be
revised from time to time by TCG in accordance with generally applicable changes
in TCG's Service offerings, provided that the Services shall not be materially
diminished from those set forth in Schedules A & B. TCG will inform Reseller of
any changes in its Services in a timely manner. All orders are subject to the
execution of a Service Supplement by Reseller and acceptance of same by TCG.

     2.2.1. ORDERING. Reseller will market the Services to its Customers and
to prospective Customers. When Reseller desires to order Services under this
Agreement the Reseller shall submit to TCG Service Supplement executed by
Reseller in the form attached hereto as Schedule C. Upon acceptance of
Reseller's order, TCG shall execute the Service Supplement.

     Procedures for ordering of individual DNs and provision of Services to
Customers shall be established and agreed to by the Parties.

   
     2.2.2. *** 

(MATERIAL DENOTED BY *** HAS BEEN SEPARATELY FILED WITH THE COMMISSION
PURSUANT TO AN APPLICATION FOR CONFIDENTIALITY)
    

     2.2.3. FORECASTING. Upon the Effective Date hereof, Reseller shall submit
to TCG a forecast of the network facilities and DNs it will require from TCG, in
the form attached hereto as Schedule E (hereinafter, the "Forecast") for the
first 3 months of the first in-service quarter and for the first in-service
year. Reseller shall submit a revised rolling Forecast to TCG on the first day
of each quarter thereafter.

     2.3. AUTHORITY OF RESELLER. When reselling TCG's Services, Reseller shall
at all times act as a reseller of TCG's Services in connection with its
solicitation of offers from Customers for Services. Reseller shall enter into
agreements with Customers for the Services and TCG shall not be a party to said
agreements. Reseller, as a residential retail provider, shall be limited to
selling Services to its Customers and represents and warrants that it will not
under this Agreement solicit offers for Services or enter into agreements
for the provision of Services to non-residential customers. RESELLER WARRANTS
AND REPRESENTS TO TCG THAT RESELLER WILL INCLUDE IN THE TERMS AND CONDITIONS OF
ITS CONTRACTS WITH ITS CUSTOMERS, DISCLAIMERS OF WARRANTY AND




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LIMITATIONS ON LIABILITY, GENERALLY CONSISTENT WITH THE PROVISIONS CONTAINED IN
SECTIONS 7.8 THROUGH 7.9 HEREOF, INCLUSIVE. Reseller shall have no right,
however, to enter into a contract on TCG's account or to bind TCG in any
manner.

     2.4. RESELLER'S AUTHORIZATIONS. Reseller shall secure and maintain, at its
sole expense, all licenses and permits required by federal, state or municipal
law or regulation for it and its employees, agents or other representatives, to
ensure that Reseller may lawfully offer the Services hereunder and to ensure
Reseller's lawful performance of its obligations under this Agreement.

     2.5. TARIFFED SERVICES. Some Services offered by TCG under this Agreement
may be TCG Tariffed Services. Orders for TCG Tariffed Services shall be made in
accordance with the applicable provisions of the TCG tariffs. In the event that
provisions set forth in this Agreement differ from those set forth in the
applicable federal and/or state tariffs, the terms of this Agreement shall be
deemed to waive or modify the terms of the applicable TCG tariff, to the extent
permitted by law. TCG may amend or modify the Services offered under Schedules A
and B, at any time, by ninety (90) days written notice to Reseller, provide that
no such amendment or modification shall operate to materially diminish the
availability of the Services, except to the extent required by general network
changes or facilities upgrades. Reseller shall immediately file a tariff, as
required by applicable law, on all Services purchased from TCG and offered for
sale to Customers.

     2.5.1. SERVICE SUPPLEMENTS. The Services provided to Reseller shall be set
forth in Service Supplement(s) (see Schedule C) executed by TCG and Reseller
from time to time during the Term. Each Service Supplement shall include a
description of the location(s) of the Point of Demarcation, the charges, the
estimated Service commencement date, the term during which Services are to be
provided, the estimated DN and facility requirements (i.e. T-1s) and such other
terms and conditions as may be necessary.

     2.5.2. When executed by Reseller and accepted by TCG, each Service
Supplement shall be deemed a separate agreement with all the rights and
obligations as provided for herein. All provisions of this Agreement applicable
to the Services described in each Service Supplement shall be incorporated into
and made part of such Service Supplement, except as may be otherwise expressly
provided in such Service Supplement.

     2.5.3. In the event of a conflict or inconsistency between the provisions
set forth in this Agreement and those set forth in a Service Supplement, the
provisions of the Service



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Supplement shall be given precedence.

     2.6. SERVICE DATE. At such time as TCG completes installation or connection
of the necessary fiber optic facilities and/or equipment to provide the
Services, TCG shall conduct appropriate tests thereon. Upon successful
completion of such tests TCG shall notify Reseller that such Services are
available for use. TCG shall use reasonable efforts, subject to the other
provisions hereof, to make the Services available by the estimated Service Date
specified in the Service Supplement. TCG shall not be liable for any damages
whatsoever resulting from delays in meeting any service dates due to delays
resulting from normal construction procedures. Such delays shall include, but
not be limited to, delays in obtaining necessary regulatory approvals for
construction, delays in obtaining right-of-way approvals and delays in actual
construction work. In the event there is a Reseller or Customer caused delay,
and such delay continues for thirty (30) days after the estimated service date
for any Resale Services, TCG may commence billing Reseller for the Resale
Services effective on such a date. TCG shall commence billing Reseller for the
Resale Services effective on the Service Date and, if applicable, for costs of
IntraLATA or InterLATA calls incurred by the Reseller subsequent to TCG
notifying Reseller that such Services are available for use. For any Resale
Services ordered by Reseller and provided by TCG, Reseller reserves the right to
delay the Service Date, and provide TCG as much advance notice as reasonably
possible, provided Reseller shall be liable to TCG for any applicable delay or
change order charge assessed by the provider of the Resale Services.

     2.7. USE. Reseller shall only provide Services to Customers located at the
Premises. The Services shall be available to Reseller as set forth herein.
Reseller shall not use the Services (i) so as to interfere with or impair
service over any of the facilities and associated equipment comprising the fiber
optic cable network and associated equipment utilized by TCG in the provision of
the Services, or (ii) so as to impair the privacy of any communications over
such network and equipment, or (iii) create hazards to any employees or the
public. Reseller shall notify TCG regarding less than Standard operations with
respect to Services.

     2.8 MAINTENANCE. TCG shall provide industry standard maintenance services
for the equipment and facilities provided and installed by TCG on its side of
the Point of Demarcation. Except as provided for in a Service Supplement, TCG
shall have no responsibility for the installation, maintenance and repair of any
kind with respect to equipment and facilities not provided and installed by TCG
for equipment and facilities or beyond the Point of Demarcation. For all repair
requests, Reseller shall establish pre-screening guidelines, subject to TCG's
prior




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consent, which shall be adhered to prior to referring trouble to TCG. Reseller
shall pay TCG for handling troubles that are found not to be in the TCG network,
as provided for in Schedule D. The Parties agree that TCG may contact Reseller's
Customers, if in its sole discretion, TCG deems it necessary for maintenance
purposes. Neither Party shall rearrange, move, disconnect, remove or attempt to
repair any facilities owned by the other Party, except with the written consent
of such other Party.

Reseller may order maintenance and repair of equipment and facilities installed
by TCG from the Point of Demarcation to the Residence, in accordance with
Schedule D.

     2.9. RESALE SERVICES. TCG will use reasonable efforts to obtain, monitor
and provide Resale Services requested by Reseller. TCG shall use reasonable
efforts to obtain a sufficient quantity of telephone numbers to meet Reseller's
requirements, subject to availability and payment by Reseller. Should Reseller
request that TCG reserve additional numbers for future requirements, Reseller
shall pay associated reservation charges imposed by TCG until and including such
time as those numbers are in actual use which shall be no higher on a pro rated
basis than those charges imposed by the Resale Service provider. For DID
trunking, Reseller shall pay the associated reservation charges imposed by TCG
throughout the term of this Agreement which shall be no higher on a pro rated
basis than those charges imposed by the Resale Service provider.

The following special provisions apply to the provision of Resale Services, as
applicable: (i) Reseller's use of the Resale Services shall be subject to all
applicable terms and provisions contained in the applicable tariffs of the
providers of Resale Services as the same may be amended from time to time to the
same extent as if the tariffs were those of TCG. TCG shall notify Reseller, in
writing, which Services are subject to the tariffs of another service provider,
and shall furnish Reseller with a copy of the tariff provisions governing such
Resale Services, and shall notify Reseller of any amendments to such tariffs
upon learning of such amendments. (ii) in the event of a rate increase in the
tariffs for Resale Services, TCG may amend Schedule D to increase its
corresponding rates to Reseller on a pro rata basis to fully recover such
increase, notwithstanding anything to the contrary in any other agreement
between Reseller and TCG. If the Resale Services have a term requirement,
Reseller will be responsible to pay all charges through the end of the term, or
any applicable termination charges imposed by the provider of the Resale
Services in the event that Reseller terminates the Resale Services before the
end of the term, provided that, prior to the provision of any such Resale
Service, TCG notifies Reseller, in writing of the term requirement, applicable
termination charges and other terms and conditions relating to that requirement.




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(iii) TCG makes no representations, warranties or guarantees regarding the
quality, availability, installation or maintenance of the Resale Services.
Reseller's sole remedy in the event that such Resale Services are of poor
quality, are unavailable, or are not installed or repaired properly or on a
timely basis are such credits or other remedies as TCG may actually recover from
the provider of the Resale Services. TCG shall, at Reseller's request, permit
Reseller to seek such credits and other remedies directly from the underlying
service provider if permitted under TCG's contract with the service provider
or, in the alternative, act on TCG's behalf in doing so. Any rights to terminate
Service or receive credit for Service Outage, and any representations or
warranties contained in this Agreement or a Service Supplement between TCG and
Reseller relating to quality, availability or maintenance of Services shall not
apply to the Resale Services.

     2.10. RIGHTS-OF-WAY. Except as otherwise provided herein or on a Service
Supplement and subject to Section 3.1.1., any and all costs associated with
obtaining and maintaining rights-of-way, lease, license or access agreement from
the Point of Demarcation to the Building or inside the Building, including, but
not limited to, the costs of installing conduit or of altering the structure or
Building to permit installation of facilities, shall be borne by Reseller. In
the event the Point of Demarcation is located within the Customer's Residence,
Reseller shall bear any and all costs associated with obtaining and maintaining
the rights-of-way, lease, license or access agreement from the Point of
Demarcation to the Customer Residence. Reseller's use of rights-of-way obtained
by TCG shall in all respects be subject to the terms, conditions and
restrictions of such rights-of-way and of agreements between TCG and such third
parties relating thereto, including without limitation, the duration applicable
to and the condemnation of such rights-of-way, and shall not be in violation of
any applicable governmental ordinance, law, rule, regulation or restriction.
Where applicable, Reseller agrees that it shall assist TCG at TCG's reasonable
expense in the procurement and maintenance of such right-of-way.

                                    ARTICLE 3
                         RATES, PAYMENT AND COLLECTIONS

   
     3.1.  *** 

(MATERIAL DENOTED BY *** HAS BEEN SEPARATELY FILED WITH THE COMMISSION
PURSUANT TO AN APPLICATION FOR CONFIDENTIALITY)
    



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*** 

(MATERIAL DENOTED BY *** HAS BEEN SEPARATELY FILED WITH THE COMMISSION
PURSUANT TO AN APPLICATION FOR CONFIDENTIALITY)
    

     3.1.1. Except as otherwise provided in a Service Supplement, Reseller
shall: (i) acquire, install and maintain all access equipment and facilities
from the Point of Demarcation to the Residence, including all associated cable
and inter- and intra-Building and intra-Residence cabling compatible with TCG's
existing switching equipment and network architecture, (ii) acquire TCG
equipment or equipment which meets TCG's standard requirements or which is
otherwise approved by TCG (i.e. the subscriber line carrier, digital loop
carrier or access node and associated line card equipment), (iii) provide
transport and maintenance of the equipment, by whomever provided, from the Point
of Demarcation to the Residence, or from the point at which it leaves the
digital loop carrier, or the access node, whichever is applicable, (iv) provide
customer support and billing services to Customers, (v) maintain the TCG
specified environment for Reseller's and/or TCG's equipment and facilities; and
(vi) provide appropriate file record information and dataline services for
information transfers.

     3.2. BILLING; LATE PAYMENT; BILLING DISPUTES. Recurring and nonrecurring
charges shall be billed as incurred and paid by Reseller in full within
forty-five (45) days of receipt of TCG's invoice. Any amount not received within
the forty-five (45) day period will be subject to a late charge of 1 1/2% per
month or the maximum amount permitted by law, whichever is less. Reseller shall
review each invoice promptly and notify TCG of any discrepancies within sixty
(60) days of receipt of each invoice. TCG shall promptly review any such notice
and in the event TCG determines that any billing adjustments in Reseller's favor
are required in TCG's reasonable judgement, TCG shall provide a credit to
Reseller on the next feasible invoice. In the event that TCG fails to provide to
Reseller the computerized usage recording system for a billing period within
ninety (90) days following the expiration of such billing period, TCG shall
provide Reseller a credit for such missed billing period based on an average of
usage for the prior three (3) months for such Premises. Reseller shall pay all
sales, use, gross receipts, excise, access, bypass or other local, state and
federal taxes or charges, however designated, imposed on or based upon the
provision, sale or use of the Services (excluding taxes on TCG's net income).
Such taxes shall be separately stated on the applicable invoice. Upon proof of
tax exemption certification




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from Reseller, the total amount billed to Reseller will not include any taxes
due from the Customer. In such event, Reseller will be solely responsible for
the computation, tracking, reporting and payment of all sales, use, gross
receipts, excise, access, bypass or other local, state and federal taxes or
charges, however designated, imposed on or based upon the provision, sale or use
of the Services (excluding taxes on TCG's net income). Reseller shall also
collect and remit any charges, surcharges, taxes, etc., however designated, as
required by any governmental or quasi-governmental authority, including by way
of illustration but not by way of limitation, E 9-1-1 surcharges.

     3.2.1. Non-recurring charges per DN shall be waived by TCG, for an initial
six (6) month period, when Reseller either: (i) executes a Service Supplement(s)
for provision of TCG Services to a Premises in which Reseller has already been
providing telecommunications services prior to executing such Service
Supplement(s) with TCG; or (ii) enters into an agreement with the owner of an
existing building or MDU for the provision of TCG Services to residents of such
existing building or MDU.

     3.3 CREDIT. TCG may perform an evaluation of Reseller's credit if there is
a material change in Reseller's creditworthiness and it is determined by TCG to
be reasonably necessary as a condition to providing services hereunder, and may
impose a cash deposit (in an amount not to exceed the average total monthly
billings to Reseller over the preceding three (3) month period) as security for
payment. A "material change" in Reseller's creditworthiness shall mean a
negative movement in Reseller's bond rating of equal to, or greater than, two
(2) rating levels according to Standard & Poor's Bond Rating Index, or if
Reseller is in arrears in its payments hereunder for good faith nondisputed
amounts for two (2) consecutive months and Reseller has failed to pay such sums
for more than ten (10) days after written notice of such failure from TCG.

     Customers' creditworthiness is the sole responsibility of Reseller.
Reseller shall make all payments required hereunder regardless of whether
Customer makes payment to Reseller.

                                   ARTICLE 4
                         TERM OF AGREEMENT; TERMINATION

     4.1. EFFECTIVE DATE; RENEWAL. This Agreement shall become effective upon
the Effective Date and shall remain in effect for a period of six (6) years
unless otherwise terminated in accordance herewith. Unless notice is given as
provided herein, this Agreement automatically shall be renewed for successive
periods of two (2) years. In no event shall the minimum term of any Service
Supplement be less than twenty-four (24) months. The terms and conditions of
this Agreement shall apply to any




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Schedule C that remains unexpired after the end of the term.

     4.2. TERMINATION EVENTS.

     4.2.1 TERMINATION BY AGREEMENT. This Agreement shall be terminable by
either Party at the end of the initial or then-current renewal term upon written
notice given at least ninety (90) days prior to the end of the then-current
term. In the event that this Agreement is not renewed or Reseller does not give
TCG ninety (90) days written notice of its intent not to renew prior to the
termination date, this Agreement shall continue on a month to month basis. In
such event, either Party may terminate this Agreement upon thirty (30) days
prior written notice. In the event that TCG continues to provide Service
following termination of the term, such Service shall be provided at TCG's then
current tariffed residential retail rates or, in the absence of such rates, at a
rate determined by the applicable state and/or federal regulatory agency having
jurisdiction over the subject matter hereof.

     4.2.2 INSOLVENCY. Either Party may terminate this Agreement or service
under any Service Supplement to this Agreement upon thirty (30) days notice to
the other Party in the event of: (1) an inability by the other party to pay its
debts as they come due, (2) the entering into by the other Party of a
composition or other arrangement with its creditors, the appointment of a
trustee or receiver, with or without consent, for the other Party of all or any
substantial portion of its property, or (3) the filing of a petition for relief
by or against the other Party under the Bankruptcy Code or any similar federal
or state statute (including moratorium laws); provided, however, that in the
case of an involuntary petition, there shall be no right of cancellation
hereunder if such Petition is dismissed within sixty (60) days after the filing
thereof.

     4.2.3. LOSS OF OPERATING AUTHORITY. Affected Service Supplements to this
Agreement shall immediately terminate without notice and without liability or
further obligation on the part of either Party to the other if, by Final Order,
either Party loses its authority to provide the Services contemplated hereunder,
or if such authority is suspended or not renewed; provided, however, in such
event, both Parties shall do all that is within their lawful ability to prevent
loss of operating authority and termination of Service without notice to the
other Party or Customers and, for the Parties to assist each other in the
orderly transfer of Service to another provider (if not TCG).

     If such authority is lost, suspended or not renewed with regard only to a
portion of the Services or service areas, then the provisions of this Section
4.2.2 shall only apply with regard to the Services or service area for which
authority is lost,




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suspended or not renewed. The provisions of this Section 4.2.2 shall not be
construed to affect or release either party from any obligation to pay for
Services provided prior to the automatic termination hereunder.

     4.2.4.    GOVERNMENTAL AUTHORIZATIONS.  (a) The obligations of TCG to
provide the Services is contingent upon its obtaining and retaining at its
expense such approvals, consents, governmental authorizations, rights of entry
and rights of way, licenses, franchises, certificates, and permits, including
those of the FCC and any applicable state regulatory agency, or state, county
or municipal or quasi-municipal body ("Authorizations"), as may be required or
be deemed necessary by TCG in order to effectuate this Agreement. TCG shall use
best efforts to obtain and maintain in effect all such approvals, consents,
authorizations, licenses, certificates and permits as may be required to be
obtained in order to effectuate this Agreement. TCG shall be entitled to take,
and shall have no liability whatsoever for, any action necessary to bring the
Services into conformance with any rules, regulations, orders, decisions, or
directives, of the FCC and any applicable state regulatory agency, or state,
county or municipal or quasi-municipal body and Reseller shall fully cooperate
in and take such action as may be requested by TCG to comply with any such
rules, regulations, orders, decisions or directives. (b) Reseller shall use
best efforts to obtain and maintain in effect all such Authorizations as may
be required to permit Reseller to perform its obligations hereunder. (c) In the
event that TCG or Reseller is unable to obtain or maintain Authorizations, TCG
shall have the right to immediately terminate this Agreement and/or any or all
Service Supplements.

     4.2.5.    OTHER EVENTS OF TERMINATION.   If at any time during the term,
all or any significant portion of the fiber optic or other facilities or
associated equipment or rights-of-way, easements, license or lands, or the
rights thereto, used to provide the Services shall be taken for any public or
quasi-public purpose by any lawful power or authority by the exercise of the
right of condemnation or eminent domain, TCG shall be entitled to terminate
this Agreement or the applicable portions hereof upon written notice to
Reseller. If at any time during the term all or any significant portion of the
fiber optic or other facilities or associated equipment used to provide the
Services shall, in TCG's judgment, become inoperable and beyond economically
or technologically feasible repair, TCG shall promptly inform Reseller thereof
in writing and TCG shall be entitled to terminate this Agreement or the
applicable portions hereof. In the event that such casualty is caused by the
willful misconduct or negligence of Reseller or Customer or by Reseller's
noncompliance with its obligations under this Agreement, then TCG may perform
such repairs at Reseller's expense.


                                       13
<PAGE>   14
     4.3  EVENTS OF DEFAULT.  In addition to any other events of default set
forth in this Agreement, the following shall also constitute an event of
default hereunder: (i) the failure of Reseller to make any payments due
hereunder for a period of ten (10) days after written notice that the date such
payment is past due; (ii) the violation by either Party of any material term or
provision of this Agreement or the failure of either Party to perform any of
its material obligations hereunder for a period of thirty (30) days after
written notice and opportunity to cure; (iii) the misapplication or misuse, as
provided herein, by Reseller of TCG's Services for a period of thirty (30) days
after written notice and opportunity to cure; (iv) a consistently poor payment
record such that Reseller is in arrears in its payments hereunder for three (3)
or more consecutive months and Reseller fails to cure same within ten (10) days
following written notice there of by TCG; (v) any act pursuant to this
Agreement and use of the Services that violates applicable federal or state law
or regulation or other unlawful act; (vi) the failure of Reseller to abide by
the terms of Sections 5.1, 5.2 and 7.4 for a period of thirty (30) days after
written notice and opportunity to cure; or (vii) the willful or intentional
violation by Reseller of any term or provision of this Agreement which is not
cured within thirty (30) days after written notice thereof from TCG. A failure
under clause (i) shall not be an event of default if such failure follows a
bona fide dispute by such party regarding the applicable payment which such
party is working in good faith to resolve within thirty (30) days of the date
of TCG's notice or if such failure relates to charges for which the failing
party has requested backup data or verification which has not yet been received.

     4.4  REMEDIES IN EVENT OF DEFAULT. Upon the occurrence of an event of 
default as defined herein, TCG, may at its sole option elect one or more of the
following: (i) terminate this Agreement whereupon any amounts due by Reseller to
TCG under this Agreement, including TCG's capital expenditures in providing
Service to Reseller's Customers hereunder, for which Reseller is obligated
pursuant to Section 4.4.2., shall become immediately due; (ii) suspend and/or
terminate, pursuant to Section 4.4.1., all or any part of the applicable
Services, Service Supplements, this Agreement and/or cutover Customers' Service
to TCG; (iv) and/or (iii) pursue any other remedies as may be provided by law or
in equity. In the case of a default by TCG under 4.3., Reseller may terminate
the obligation of Reseller to resell exclusively TCG's services as provided in
Section 7.3. below, terminate this Agreement, terminate the applicable Service
Supplement and/or pursue any other remedies that may be available at law or in
equity. Following the expiration or a termination of this Agreement or the
Services for any reason, TCG agrees not to interrupt the telephone services then
being provided to Reseller's Customers, but instead to participate in an orderly

                                       14
<PAGE>   15

transition of Reseller's Customers form TCG's Services to services provided by
Reseller or another provider or, in the case of termination due to Reseller's
default, to services provided by TCG directly as provided in Section 4.4.1.
Notwithstanding such termination, TCG shall continue to bill for, and Reseller
shall continue to be responsible for, all charges for Services provided by TCG
during such transition. Reseller shall use all commercially reasonable efforts
to hasten the transition of the affected Customers to services being provided by
Reseller, another provider or TCG directly as provided in Section 4.4.1. If
reasonable under the circumstances, TCG shall be entitled to demand that
Reseller establish a security deposit, letter of credit or other reasonable and
appropriate mechanism to ensure Reseller's ability to pay for the Services
provided by TCG during the transition period.

     4.4.1.    In the event (a) TCG terminates this Agreement or any Service
Supplement pursuant to Section 4.4 due to a bona fide default by Reseller, and
(b) TCG certifies by written notice to Reseller that applicable law prohibits
TCG from discontinuing the Services then being provided by TCG to Reseller's
Customers without cause so long as each customer is current in the payment for
its services, then Reseller, in its discretion, shall have a period (the
"Transition Period") of up to one hundred twenty (120) days from the date of
such notice to arrange for services comparable to the Services (or such
services as may be required to be provided under applicable law) to be
furnished by Reseller directly or another company. TCG and Reseller agree to
cause their representatives to meet as soon as possible to attempt to resolve
any disputes that may arise concerning TCG's certification. During the
Transition Period, TCG shall continue to provide the Services without
interruption, and Reseller shall continue to pay for the Services in accordance
with this Agreement, including without limitation Sections 4.4 and 6.15 hereof.
If Reseller has not arranged for the provision of services to its Customers,
comparable to the Services, to be furnished by Reseller or another company by
the expiration of the Transition Period and TCG has certified by written notice
to Reseller as described in clause (b) above, then, upon written request by
TCG, (1) Reseller shall send written notice to its Customers directing them to
make further payments for the Services directly to TCG, (2) Reseller shall
cooperate with TCG in the cutover of each Customer's Service to TCG, and (3)
TCG may enter into direct contracts with Reseller's Customers and bill such
Customers directly, with no compensation being due Reseller therefor. Reseller
shall:

     (i)  cooperate with TCG to enable TCG to bill and collect payment from
     Customers for Services, especially including Resale Services;


                                       15
<PAGE>   16
    (ii)  promptly release to TCG Customer billing, customer Service,
    maintenance and repair records and any other records or information needed
    by TCG to provide Service to and bill and collect payment from Customers for
    Services, especially Resale Services;

    (iii) cooperate with TCG to achieve, in TCG's sole discretion, a smooth
    and orderly transfer of the Customer relationship and a cutover of Service
    from Reseller to TCG or termination of Service to Customers;

    (iv)  use reasonable efforts to assign to TCG, at no cost or expense to
    TCG, the benefit of any license agreements, leases, or other rights to enter
    into the Building and place equipment and facilities therein and to provide
    Services therein, and any other right necessary or desirable for TCG to
    provide uninterrupted Service to Customers; and
 
    (v)   promptly release to TCG any and all records and tapes constituting,
    evidencing, bearing upon or related to cable and pair numbers, and necessary
    information concerning in house cable wiring, the Building cable management
    system, and the equipment and facilities between the Point of Demarcation
    and the Customers' Residences, and any other information necessary or
    desirable for TCG to provide uninterrupted Service to Customers.

    4.4.2.            In the event that TCG constructs upon mutual agreement of
the parties additional network in order to reach the Point of Demarcation,
wherever located and such mutual agreement includes Reseller's agreement to
reimburse TCG for the cost of constructing such additional network, and in the
event that Reseller defaults hereunder, then Reseller shall reimburse TCG the
cost of constructing such additional network, to the extent that such cost has
not been recovered by TCG through payments from Reseller prior to such default,
which cost shall include but not limited to materials, equipment and facilities,
engineering and legal fees, employee time, consulting fees, subcontractors
costs, right of way acquisition, building entry fees, municipal, county or state
franchise or other related fees.

    4.5.  SPECIFIC PERFORMANCE.  The parties shall have the right to enforce
the provisions of this Article 4 by obtaining an injunction or specific
performance from any court of competent jurisdiction.  Additionally, if either
party willfully breaches any material term of this Article 4, whether or not
TCG exercises its option to terminate this Agreement, the other party shall be
entitled to recover reasonable attorneys' fees, costs and expenses in
redressing such breach.  The provisions of this Section 4.5 shall survive
termination of this Agreement.

                                       16
<PAGE>   17
     4.6. ALTERNATIVE REMEDIES.  The remedies set forth in this Article 4 are
cumulative and in addition to, and not in limitation of, other remedies
available at law or in equity. None of the remedies specified in this Article 4
for any default or breach of this Agreement shall be exclusive.

                                   ARTICLE 5
                              MARKETING STANDARDS

     5.1. TRADE NAMES AND TRADEMARKS.  All trade names, trademarks and service
marks owned or employed by a Party or any subsidiary or affiliate of that Party,
used or employed in the Party's business operation, shall remain the sole and
exclusive property of that Party, or such subsidiary or affiliate, and such
trade names, trademarks and service marks shall not be used by the other Party
without the prior written consent of the Party or such subsidiary or affiliate.
Each Party shall immediately discontinue any unauthorized use of the other
Party's marks and names upon demand and shall discontinue all use of the other
party's marks and names upon termination hereof.

     5.2. ADVERTISING.  TCG shall establish standards for all advertising,
promotional, and Customer training materials used or distributed by Reseller
which both relate to the Services and refer to TCG. Reseller may refer to
itself as an authorized Reseller of TCG Services whenever it refers to the
Services in promotional, advertising, or other materials. In addition, Reseller
shall provide to TCG for its prior review and written approval which shall not
be unreasonably withheld or delayed, drafts of all promotional, advertising or
similar materials or activity (i) that refers to TCG, (ii) that TCG has not
approved, and (iii) using or displaying TCG's name or referring to Reseller as
an authorized distributor of TCG Services. Such review and standards will be
limited to factual matters pertaining to Services furnished by TCG and use of
TCG's marks and name. Reseller agrees to change or correct, at Reseller's
expense, any such material or activity which TCG, in its reasonable sole
judgment, determines to be inaccurate, misleading or otherwise objectionable.

     5.3  MANAGERIAL TRAINING. If requested by Reseller, TCG shall provide
managerial, operational and customer service training, sales techniques and
marketing strategies regarding its Services at a TCG designated training
center. Such managerial training will be provided by TCG at Reseller's
cost. Such cost shall be mutually agreed-upon by the Parties.

     5.3.1.  If Reseller requests training at a location other than a TCG
designated training center, then the reasonable expenses for TCG's instructors,
Reseller's managerial and sales employees who obtain training hereunder shall
be paid by Reseller. Expenses


                                       17
<PAGE>   18
shall include, but not be limited to: air fare (or other travel expense);
lodging; meals; local transportation to TCG's training site; and incidental
reasonable expenses.

     5.4. CUSTOMER SERVICE. Reseller shall be responsible to take Customer
orders for service, disconnection, maintenance, repair, and to respond to
Customer calls. Reseller shall be the primary point of customer contact for all
Customer service ordering activities and repair calls. Reseller shall ensure
that its Customer Service Representatives ("CSRs") are trained and/or
experienced in customer service for telephone customers. Reseller's CSRs shall
be trained to accurately answer common customer questions such as the procedure
to take a telephone off call forwarding, the procedure to remove a telephone
from call block, etc. Reseller shall train the CSRs in troubleshooting in order
to minimize unnecessary repair or maintenance calls.

                                   ARTICLE 6
                        OPERATING DUTIES OF THE PARTIES

     6.1. CUSTOMER SUBSCRIPTION AND SERVICE. TCG shall provide and Reseller
shall use TCG's pre-printed service order forms and procedures to ensure the
timely and accurate implementation of new service requests. Such applications
shall then be forwarded by Reseller to TCG within no more than three (3)
Business Days after execution. In ordering the Services, Reseller agrees to
comply with all of TCG's customer service procedures regarding TCG's Services
hereunder.

     6.2. RESELLER'S REPRESENTATIONS; CONTRACTS. Reseller shall make no
representations, warranties, promises  understandings, or agreements concerning
TCG or TCG's Services not approved in advance by TCG. Reseller may represent
itself as a reseller of TCG's Services.

     6.3. CONDUCT OF RESELLER. In performing this Agreement, each Party shall:

     (a) conduct itself in an honest, professional, and ethical manner and
     comply with all applicable statutes, ordinances, and regulations; and
 
     (b) do nothing which would tend to discredit, dishonor, reflect adversely
     upon or in any manner injure the reputation of the other Party; and



                                       18
<PAGE>   19
     (c) employ only personnel who they determine are fully qualified through
     education and experience to perform their duties; and 

     (d)  deal directly with, and only with those personnel designated by the
     other Party personnel for all purposes and with regard to all matters that
     arise hereunder. The subject personnel will be designated by each Party
     upon the execution of this Agreement.

     6.4  ACCESS TO SITE.  As a condition of TCG providing Services hereunder,
Reseller shall arrange access by TCG to any of the rights-of-way, conduit and
equipment space, buildings and telephone rooms at the Point of Demarcation, the
Customer premises and in any other space so that TCG's authorized personnel,
employees, or agents may install, repair, maintain, inspect, replace or remove
any and all facilities and associated equipment provided by TCG for the sole
purpose of providing Services to Reseller at a Premises, or otherwise removing
TCG's facilities and/or equipment pursuant to this Agreement. Reseller
acknowledges that it may be necessary to provide such access on a twenty-four
(24) hour, seven (7) day a week basis.

     6.5. PROVISION OF SAFE PLACE TO WORK.  Reseller shall provide a safe place
to work which complies with all laws and regulations regarding the working
conditions along the rights-of-way and in the equipment space at the Point of
Demarcation, the Customer premises and in any other space, at which TCG
authorized personnel, employees, or agents may be installing, inspecting,
maintaining, replacing, repairing or removing fiber optic and electrical cable
or any other facilities or equipment. 

     6.6  PROVISION OF EQUIPMENT SPACE, CONDUIT, AND ELECTRICAL POWER.
Reseller shall provide the necessary equipment space, conduit, electrical power
and suitable environmental conditions required to provide the Services, as
specified by TCG, at the Point of Demarcation and/or in each Building and
Residence, as applicable, without charge or cost to TCG. Reseller shall bear
the risk of any loss or damage to TCG's facilities, equipment or wiring
located in any equipment space or conduit, Reseller facilities, Point at
Demarcation, MDU, Building or Residence in which Services are rendered,
including building laterals, except to the extent that such loss or damage is
caused by TCG's gross negligence or wilful misconduct. Reseller shall be
responsible for ensuring that the equipment, wiring, space and associated
facilities, conduit and rights-of-way are protected against fire, theft,
vandalism or other casualty, and that the use thereof complies with the
applicable laws, rules and regulations and with all applicable lease or other
contractual agreements.

     6.7. MOVES, ADDS AND CHANGES.  Upon receipt of written



                                       19
<PAGE>   20
notice from Reseller, TCG will add, delete or change locations or features of
specific telephone lines or station equipment. TCG shall charge Reseller at its
current rates for such service.

    6.8.  RESELLER EQUIPMENT CAPABILITY.  Subject to any applicable rules
and regulations of the FCC and any state public utilities commission or other
applicable regulatory agency or any state, county or municipal or
quasi-municipal body, Reseller hereby agrees that it will submit to TCG a
complete manufacturer's specification sheet for each item of equipment that is
not provided by TCG and which may be attached to TCG's facilities. TCG shall
have the right to disapprove the use of any such item of equipment if such item
is incompatible with TCG's facilities. Reseller represents and warrants that no
such equipment shall be incompatible with TCG's equipment.

    6.9.  RELATIONSHIP OF THE PARTIES.  Upon agreement by Reseller to provide
Service to a Customer, the Customer shall become a customer of Reseller and not
TCG. Reseller shall provide said Service to such Customer and shall be
responsible for billing and collection of any associated deposits and charges
for such Service from the Customer, including third party collections. In the
event Customer payment is delinquent or becomes bad debt, Reseller shall remain
responsible for payment for Service until such time as the Customer is lawfully
disconnected or terminated. Requests by Reseller to TCG to disconnect or
otherwise limit Service to a Customer shall be in writing to TCG. Reseller
shall be solely responsible for notifying the Customer of the proposed
disconnection or limitation of Service. In the event Reseller subsequently
requests re-connection of a disconnected Customer, the installation charges set
forth in Schedule D will apply. Reseller shall not direct Customers to TCG for
Service ordering, repair, maintenance, moves, adds and changes, or otherwise.

    6.10  OTHER CARRIERS. TCG shall have no responsibility with respect to
billing, charges or disputes related to services used by Reseller or Reseller's
Customer which are not included in the Services herein including, without
limitation, any local, regional and long distance services not offered by TCG.
Reseller shall be fully responsible for the payment of any bills for such
services, including, as applicable, third party billing, E911 and 911 and
Telecommunications Relay Services (TRS) as well as any other charges of a
similar nature, and for the resolution of any disputes or discrepancies with
the service provider.

    6.11. RESELLER'S FURTHER RESPONSIBILITIES. Except as otherwise provided in
a Service Supplement, Reseller shall do the following:

    (a)   Provide customer service representative functions

                                       20
<PAGE>   21
including first level trouble-shooting of Customer problems from the telephone
set and feature use to and including the subscriber line carrier, digital loop
carrier or access node (for MDUs), and associated DACS if applicable.

(b)  Perform Customer billing and collection.

(c)  Negotiate sales, take orders, analyze and design service proposals for
prospective Customers, and coordinate with TCG as appropriate and necessary.

(d)  Provide access to intra-Building and inter-Building risers, conduit and
wiring in accordance with Section 6.4 and 6.6.

(e)  Make only such representations concerning the functions, capabilities,
characteristics, design, installation date or availability of any TCG Service
as have been agreed upon by Reseller and TCG in Schedule A, B and C.

(f)  Maintain documents, records and customer information supporting the
initial and ongoing sales of Services, or changes in Services.

(g)  Cooperate fully in the collection, compilation and maintenance of data
required to be reported by TCG pursuant to any federal or state statute,
regulation or order.

(h)  Immediately inform TCG in the event of any Service outage of which it is
aware. In addition, Reseller agrees that it shall give TCG immediate notice in
the event that a Customer reports an outage to Reseller. Reseller's failure to
provide such notice will not prejudice Reseller's rights herein.

(i)  Not use the Services in any manner that is unlawful or that jeopardizes
TCG's authority to do business or its certification as a local exchange carrier
or equivalent.

(j)  Reseller agrees to abide by the terms and conditions of the 9-1-1
Agreement attached as Schedule H, and incorporated herein by reference as if
the same were set forth herein in full at this place.

(k)  Not to use TCG's facilities provided hereunder to provide video services.

(l)  Not to use the Services provided hereunder to provide Service to
commercial customers, except as specifically permitted herein.  Reseller
represents and warrants that it will provide Services only to Customers as
defined herein.



                                       21
<PAGE>   22
     (m)  Provide to TCG a detailed forecast which will include, but shall not
     be limited to, long distance and calling features. Forecast additional
     projects with penetration rates and anticipated timing for turnup.

     (n)  Register a tariff with the relevant state Public Service Commission
     (PSC) or Public Utility Commission (PUC), as required by law or regulation.

     (o)  Reseller shall not intentionally disturb or interfere with TCG's
     equipment or facilities used in connection with TCG Services.

     6.12 TCG RESPONSIBILITIES.  Except as otherwise provided in a Service
Supplement, TCG shall do the following:

     (a)  Process Reseller's Service orders and maintenance requests in a prompt
     and efficient manner.

     (b)  In accordance with TCG's applicable tariffs and Service Supplements,
     install, maintain and support the Services as provided in this Agreement,
     but TCG shall have no responsibility for or liability in connection with
     any other services or products sold by Reseller.

     (c)  Provide Services that meet or exceed applicable telecommunications
     industry standards.

     6.13 Neither TCG or Reseller shall sell, lease, license or otherwise
transfer any compilation of telephone numbers, lists or databases, except as
expressly allowed and provided for herein.

     6.14 NXX CODES.  Subject to the availability of adequate capacity in TCG's
serving central office, Reseller may obtain from the appropriate code
administrator one or more central office ("NXX") codes from which DNs assigned
to Reseller's Customers are to be selected. In the event that Reseller elects
to obtain one or more such codes, TCG shall open the code(s) and permit the
code(s) to reside in TCG's central office at no charge to Reseller. Such
code(s) shall be used exclusively to serve Reseller's customers, and, provided
that numbers are available, DNs assigned to Reseller's Customers residing within
the rate center associated with any such code shall be drawn from the pool of
numbers within the code. Reseller shall be responsible for obtaining any such
codes. Neither TCG or Reseller shall sell, lease, license or otherwise transfer
any compilation of telephone numbers, lists or databases, except as expressly
allowed and provided for herein.

     6.15 COOPERATIVE TRANSITION.  In the event this Agreement is terminated
for any reason, including but not limited to the


                                       22
<PAGE>   23
occurrence of an act of default by Reseller, and upon any other discontinuation
of Services by TCG to any Premises, both Parties shall, in accordance with
Sections 4.4. and 4.4.1., exercise reasonable efforts to effect an efficient
and orderly transition that will enable either Reseller to itself provide or
retain another service provider to provide, or, as provided in Section 4.4.1,
for TCG to directly provide, without interruption or degradation, services that
are comparable to the Services then being furnished to Reseller's Customers
under this Agreement at all affected Premises. During any such transition, both
Parties shall continue to be bound by all provisions of this Agreement, except
for forecasting requirements and similar obligations that are rendered
unnecessary or superfluous. Furthermore, if requested by Reseller, TCG agrees
to provide, where available and as required by law, number portability
services, at Reseller's cost, as necessary to enable Reseller's Customers to
retain their assigned telephone numbers during and after such transition. TCG
shall port such numbers using such methods as prescribed by applicable law.

                                   ARTICLE 7
                         LIABILITY AND INDEMNIFICATION

     7.1  RESELLER AN INDEPENDENT CONTRACTOR.     This Agreement designates
Reseller a non-exclusive independent contractor only and not TCG's general or
special agent and does not create a joint venture or confer any status, power
or authority upon Reseller other than as expressly set forth herein. The scope
of Reseller's authority is specifically limited to the minimum authority
necessary to perform the duties accepted pursuant to this Agreement and
Reseller shall, to the maximum extent not inconsistent with the provisions
hereof, control the means, details, manner and method of its performance
hereunder. Reseller shall make no representations as to the policies and
procedures of TCG other than as specifically authorized by TCG and shall be
liable for any misrepresentations made by Reseller with regard to the Services.

     7.2  RESELLER'S EMPLOYEES.    All persons employed by Reseller to perform
Reseller's duties under this Agreement are the employees and agents of Reseller
and are not employees or agents of TCG. Reseller shall be solely responsible
for the acts and omissions of its employees and agents and shall have sole
responsibility for their supervision, direction and control. Reseller shall
comply with all applicable laws regarding withholding and payment of all income
taxes, social security taxes, unemployment insurance and workmen's compensation
and disability benefits as well as those regarding equal employment
opportunities and safety of the work place insofar as such concerns the subject
matter hereof.

                                       23
<PAGE>   24
     7.3. RIGHT TO CONDUCT OTHER BUSINESS EXCLUSIVELY. This Agreement shall not
in any way limit TCG's power and right to contract with other Persons concerning
the subject matter hereof on such terms as TCG sees fit even though such
Persons, as a result, compete with Reseller.  During the term of this Agreement,
and any applicable Service Supplement, Reseller shall resell TCG's Services
exclusively, excluding Resale Services, to any MDU or Building in which Reseller
provides local telecommunications services in the metropolitan areas in which
Reseller is providing TCG's Services to a Premises pursuant to this Agreement.
The preceding sentence shall not apply to any MDU or Building which is now or
hereafter subject to a telephone resale agreement with a LEC other than TCG
which existed when Reseller commenced providing its services to such MDU or
Building as the result of a merger or acquisition.  In exchange for this
exclusive right, TCG shall not, during the term of this Agreement and any
applicable Service Supplement, knowingly sell any of its local
telecommunications services directly to Customers within the Premises except as
otherwise provided for in this Agreement under Section 4.4.1.  Further, TCG
shall not knowingly sell any of its Services directly to any MDU listed in
Schedule I, attached hereto, for a period of twelve (12) months from the date
hereof.  However, TCG shall have no liability to Reseller whatsoever if other
resellers or entities supplied by TCG compete with Reseller in the designated
areas set forth in Section 2.1. Reseller acknowledges and agrees that
designating TCG as its exclusive carrier is a material inducement to enter into
this Agreement.  If TCG is unable to provide any of the Services pursuant to a
Service Supplement, which Services Reseller had previously forecasted in
Schedule E at least six (6) months prior to the desired service date, then
Reseller shall have the option of serving such MDU or Building using services of
another provider.

If Reseller in good faith determines that it is cost prohibitive to connect an
MDU or Building to the closest available point of connection to TCG's network
using Reseller's facilities or an extension of TCG's network or the use of
Resale Services exceeds $3.47 per DS-0, then Reseller shall notify TCG of same
and TCG shall waive Reseller's obligation to resell exclusively TCG's Services
with respect to the applicable MDU or Building.  TCG shall respond to Reseller's
notice to TCG within ten (10) days, failing which TCG shall be deemed to have
elected to waive Reseller's obligation to resell exclusively TCG's Services to
such MDU or Building.

     7.4. TCG EMPLOYEES. All persons employed by TCG to perform TCG's duties
under this Agreement are the employees and agents of TCG and are not employees
or agents of Reseller.  TCG shall be solely responsible for the acts and
omissions of its employees and agents and shall have sole responsibility for
their




                                       24
<PAGE>   25

supervision, direction and control. TCG shall comply with all applicable laws
regarding withholding and payment of all income taxes, social security taxes,
unemployment insurance and workmen's compensation and disability benefits as
well as those regarding equal employment opportunities and safety of the work
place insofar as such concerns the subject matter hereof.

     The parties agree that the purpose and effect of this Agreement is to
increase competition in the telecommunication services market, and to
facilitate Reseller's entry thereto. To aid Reseller in such competition,
pursuant to Section 5.3 hereof, each party will obtain access to certain of the
other party's confidential information and trade secrets, including systems
procedures, customer relations practices, buying patterns and other information
acquired or developed by such party. Each party also will obtain access to the
other party's employees who have such information. Accordingly, a confidential
relationship will exist hereunder between TCG and Reseller. Each party thus
agrees that to use its position of confidence with the other to obtain such
other party's employees would be unfair. In view thereof, each party agrees that
for the term of this Agreement and for a period of one (1) year thereafter,
should such party hire any of the other party's employees, it will reimburse
such other party for the reasonable cost of recruiting and training replacement
employees estimated to be at least $25,000, and will not appropriate, either
directly or through said employees, such party's customer lists or other
confidential information not already known to the party.

     7.4.1   Reseller agrees and stipulates that access to TCG's employees
enhances Reseller's ability to compete in the telecommunication services
market, that the provisions of this Section 7.4 are not designed to exclude,
and will not exclude, competition from the telecommunication services market,
and that said provisions are both reasonably necessary and the least
restrictive means for TCG to protect its legitimate interests in encouraging
more competition at the retail level.

     7.5     INSURANCE. The parties shall, at their sole expense, be insured at
all times during the term of this Agreement under a comprehensive liability
insurance policy against claims for bodily and personal injury, death, and
property damage caused by or occurring in conjunction with the Parties'
activities hereunder. Such insurance coverage shall be maintained under one or
more policies of insurance issued by insurance companies qualified to do
business in the states where the parties perform their duties hereunder, and
shall be in amounts not less than One Million Dollars ($1,000,000) per
occurrence for bodily and personal injury and death, Five Hundred Thousand
Dollars ($500,000) per occurrence for property damage, and Five Hundred
Thousand Dollars ($500,000) per occurrence for general liability


                                       25
<PAGE>   26
arising out of the respective Parties' conduct hereunder. The Parties shall
also provide endorsements for contractual liability. Each Party shall provide
to the other Party not less than thirty (30) days prior written notice of any
modification, cancellation, or non-renewal thereof.

     7.6  INDEMNIFICATION.

     (a)  Reseller will indemnify and hold harmless TCG, its Affiliates and all
officers, directors, employees, stockholders, partners and agents of TCG from
and against any and all claims, actions, damages, losses, liabilities,
penalties and expenses (collectively "Losses") occasioned by:

     (i)   The installation, maintenance or operation of Reseller's provided
equipment;

     (ii)  Any material breach by Reseller of any obligation or covenant under
this Agreement;

     (iii) Any failure of any material representation or warranty made by
Reseller herein to be true in any material respect as of the date made or
deemed made;

     (iv)  Losses of third parties, including patrons or Customers of Reseller,
arising out of, resulting from, or related to use, misuse of the Services, or
arising from, or related to the installation, maintenance or repair of
equipment and facilities on Reseller's or Customer's side of the Point of
Demarcation;

     (v)   Losses for libel, slander, invasion of privacy, or infringement of
copyright or trademark arising from any communication using the Services;

     (vi)  Losses for patent infringement arising from Reseller's combining or
using the fiber optic facilities and equipment furnished pursuant to this
Agreement in connection or in combination with facilities or equipment not
furnished by TCG; and

     (vii) All other Losses arising out of any act or omission of Reseller, or
Customers or patrons of Reseller, in connection with the Services made available
to Reseller pursuant to this Agreement.

     (b)   TCG will indemnify and hold harmless Reseller, its Affiliates and all
officers, directors, employees, stockholders, partners and agents of TCG from
and against any and all claims, actions, damages, losses, liabilities,
penalties and expenses (collectively "Losses") occasioned by:


                                       26
<PAGE>   27
     (i)   The installation, maintenance or operation of TCG's provided
equipment;

     (ii)  Any material breach by TCG of any obligation or covenant under this
Agreement;

     (iii) Any failure of any material representation or warranty made by TCG
herein to be true in any material respect as of the date made or deemed made;

     (c)  Reseller and TCG agree to defend and hold the other harmless against
any such Losses and to pay, without limitation, all litigation costs, expenses,
reasonable attorney's fees and court costs, settlement payments, and any
damages awarded or resulting from any such Losses.

     7.7  SURVIVAL.  The provisions of this Section 7 shall survive the
termination of this Agreement.

     7.8  QUALITY OF SERVICE. TCG will make every reasonable effort to provide
continuous and uninterrupted Service hereunder in accordance with generally
applicable industry standards and shall provide such Service in accordance with
the standards set forth in the Service Level Program attached in Schedule G;
provided, however,

     EXCEPT FOR ANY EXPRESS WARRANTIES STATED IN THIS AGREEMENT, TCG DISCLAIMS
     ALL WARRANTIES INCLUDING, WITHOUT LIMITATION, ALL IMPLIED WARRANTIES OF
     MERCHANTABILITY AND FITNESS AND OF FITNESS FOR A PARTICULAR PURPOSE,
     WHETHER SUCH WARRANTIES ARE MADE BEFORE OR AFTER THE EXECUTION HEREOF. THE
     CREDIT ALLOWANCES PROVIDED FOR HEREIN ARE IN LIEU OF ALL OBLIGATIONS OR
     LIABILITIES ON THE PART OF TCG FOR DAMAGES INCLUDING, BUT NOT LIMITED TO,
     SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION
     WITH THE USE OR PERFORMANCE OF TCG'S SERVICE. IN NO EVENT SHALL TCG BE
     LIABLE TO RESELLER OR CUSTOMER FOR SPECIAL, INDIRECT OR CONSEQUENTIAL
     DAMAGES ARISING OUT OF TCG'S PERFORMANCE UNDER THIS AGREEMENT. IT IS
     EXPRESSLY UNDERSTOOD THAT THE SOLE REMEDY OF RESELLER OR CUSTOMER FOR
     BREACH OF THIS AGREEMENT BY TCG OR FOR ANY DAMAGE TO RESELLER OR OTHER
     PERSONS CLAIMED TO HAVE RESULTED FROM RESELLER'S RESALE TO TCG'S SERVICES
     HEREUNDER OR FROM THE USE OF TCG'S SERVICE IS CREDITS FOR SERVICE OUTAGES.

     7.9  CREDIT ALLOWANCES.  A per Directory Number credit allowance, as set
forth below, will be given upon the written request of Reseller for any person
during which any Directory Number subscribed to hereunder and/or, if
applicable, TCG provided station equipment attached thereto experiences a
Service


                                       27
<PAGE>   28
Outage, except as specified below. A "Service Outage" is defined as a failure of
any TCG service component that results in distortion, delay, noise, loss of
signal, or other defect in transmission that materially diminishes the quality
of service below generally accepted standards, or in a complete loss of call
origination and/or receipt capability. Credit allowances, if any, shall be
deducted from the charges payable hereunder and shall be expressly indicated on
the next bill to Reseller. A Service Outage begins when Reseller reports such
condition to TCG or TCG discovers same. A Service Outage ends when the Service
is restored.

     (a) Credit Allowances do not apply to Service Outages (i) caused or
     contributed to by Reseller, Customer or any other LEC, IXC, carrier or
     service provider or other third party; (ii) due to failure of power or
     equipment not provided by TCG; (iii) during any period in which TCG is not
     given access to the areas required to be provided by Reseller as stated in
     Section 2.10 and Section 6.4, the Building or Residence; and (iv) failures
     resulting from the activities or negligence of other telecommunications
     carriers or service providers; (v) failure of facilities or equipment of
     third party telecommunications carriers or service providers carrying
     Customers traffic; and (vi) due to scheduled maintenance and repair, agreed
     to in advance by the Parties.

     (b) Service Outages of twenty-four (24) Hours or Less for Services. TCG
     shall grant Reseller credit for Service Outages of twenty-four (24) hours
     or less, contingent upon the condition stated in the preceding paragraph
     according to the following schedule:


<TABLE>
<CAPTION>
Length of Service Outage                               Credit (Recurring Charge)
------------------------                               ------
<S>                                                    <C>
Less than 30 min                                       None
30 min - 2 hr 59 min                                   1/10 of a day
3 hr - 5 hr 59 min                                     1/5 of a day
6 hr - 8 hr 59 min                                     2/5 of a day
9 hr - 11 hr 59 min                                    3/5 of a day
12 hr - 14 hr 59 min                                   4/5 of a day
15 hr - 23 hr 59 min                                   One day
</TABLE>


     Two or more Service Outages of the same type to the same line/equipment of
     two (2) hours or more during any one twenty-four (24) hour period shall be
     treated as one interruption. In no event shall such credits for any one
     line/equipment exceed one day's fixed recurring charges for such
     line/equipment in any twenty-four (24) hour period.

     (c) Service Outages Over twenty-four (24) Hours. For Service Outages of
     greater that twenty-four (24) hours, TCG will

 
                                       28
<PAGE>   29
     grant Reseller a credit of 1/5 day for each three (3) hour period or
     fraction thereof. No more than twenty-four (24) hours credit will be
     allowed in any twenty-four (24) hour period.

     7.10. LIMITATION OF LIABILITY.

     (a) Liability for Service Outages. To the extent that all or part or any
     portion of the Services are unavailable, interrupted, degraded or
     otherwise unsatisfactory for any reason, TCG's sole and exclusive
     responsibility and liability shall be to grant credit as set forth in this
     Article 7.

     (b) Liability for Damages to Property. TCG shall not be liable for any
     damages whatsoever to property resulting from the installation,
     maintenance, repair or removal of equipment and associated wiring unless
     and only to the extent that the damage is caused by TCG's willful
     misconduct or gross negligence.

     (c) Liability for Services and Equipment Not Provided by TCG. TCG shall
     not be liable for any damages whatsoever associated with service,
     facilities, or equipment which is not furnished by TCG or for any act or
     omission of any other entity furnishing service facilities or equipment
     used for or in conjunction with the Services.

     (d) Liability for Negligence or Fault of Reseller. TCG shall not be liable
     for any interruptions or damages or losses due to the fault or negligence
     of Reseller or Reseller provided equipment.

     (e) Liability for Force Majeure Events. Neither Party shall be liable for
     any damages whatsoever associated with service, facilities or equipment or
     for any failure of performance due to causes beyond its control, including
     but not limited to: acts of God, fire, flood or other catastrophes; any
     law, order regulation, direction, action or request of the United States
     Government, or of any other government, including state and local
     governments having or claiming jurisdiction over the other Party or of any
     department, agency, commission, bureau, corporation, or other
     instrumentality of any federal, state, or local government, or of any
     civil or military authority; national emergencies; unavailability of
     materials or rights-of-way; insurrections; riots; wars; or strikes,
     lock-outs, work stoppages, or other labor difficulties.

          (i) Notwithstanding the foregoing provisions, in every case the delay
          or failure to perform must be beyond the control and without the 
          fault or negligence of the 



                                       29
<PAGE>   30
          Party claiming excusable delay.

          (ii) Performance times under this Agreement shall be considered
          extended for a period of time equivalent to the time lost because of
          any delay or failure to perform which is excusable hereunder;
          provided, however, that if any such delay or failure shall, in the
          aggregate, last for a period of more than thirty (30) days, the Party
          not relying on the excusable delay or failure, at its option, may
          terminate this Agreement.

     (f) No Special Damages. Notwithstanding any other provision herein, in no
     event shall either Party be liable for special, consequential, exemplary,
     or punitive damages, including lost profits and lost revenue, as a result
     of its performance or nonperformance of this Agreement.

     7.11. TAXES/SURCHARGES. Reseller shall be solely responsible to collect 
and pay all applicable local, state and federal taxes, including sales and uses
taxes, excise, access, bypass or other local, state and federal taxes or charges
imposed based upon the provision, sales or use of the Services provided
hereunder or on the sale of third party billing. Reseller also shall pay any
applicable gross receipts taxes with regard to said Services, including
surcharges. Where applicable, such taxes will be billed by TCG to Reseller and
will be separately stated on Reseller's invoice; provided, however, that TCG
will not bill to Reseller such taxes as may be exempted by a tax exemption or
resale certificate for operations in any state for which Reseller obtains such a
certificate. Reseller shall also be solely responsible for the collection of any
applicable surcharges, fees or other charges impose by any regulatory agency or
court or other governmental or quasi governmental authority, including, but not
limited to, a surcharge for the provision of 911/E911 service, and shall remit
same to TCG for payment by TCG to the applicable governmental authority.

                                   ARTICLE 8
                                CONFIDENTIALITY

     8.1. PROPRIETARY INFORMATION. During the term of this Agreement and for a 
period of three (3) years thereafter, the Parties shall retain in confidence,
and shall require their directors, officers, employees, consultants,
representatives and agents to retain, in confidence, any and all Proprietary
Information. The Parties agree that the "Proprietary Information" constitutes
trade secrets of the applicable Party and that the disclosure thereof in
contravention of this Agreement would constitute an unfair trade practice.


                                       30
<PAGE>   31
     8.1.1.    The Parties shall take effective precautions, contractual and
otherwise, reasonably calculated to prevent unauthorized disclosure or misuse
of Proprietary Information by any of their employees or by any other person
having access to such information.

     8.1.2.    Proprietary Information shall not be deemed to include
information which is:

     (a)  already known to the recipient;

     (b)  publicly known (or becomes publicly known) without the fault or
     negligence of the recipient;

     (c)  received from a third party without restriction and without breach
     of this Agreement;

     (d)  independently developed by the recipient;
 
     (e)  furnished to a third party by the Party without a similar restriction
     on the third party's rights or approved for release by written
     authorization of that Party; or

     (f)  required to be disclosed by law; provided, however, that in the event
     of a proposed disclosure pursuant to this Section 8.1.2. (g), the
     Disclosing Party shall give the other Party not less than ten (10) days
     prior written notice before such disclosure is made.

     8.2   DELIVERY OF DOCUMENTS.  Subject to the provisions of Article 5
hereof, all documents, manuals and other written information which constitutes
Proprietary Information given to or purchased by a Party during the term of this
Agreement shall remain the sole and exclusive property of the producing Party.
Within ten (10) business days after termination of this Agreement, the receiving
Party shall return to the producing Party (without retaining copies thereof) any
and all Proprietary Information obtained from the producing Party in connection
with the transactions contemplated by this Agreement.
  
     8.3   DISCLOSURE OF TERMS OF AGREEMENT.  Neither Party hereto shall
disclose the terms and conditions of this Agreement to any Person or entity
without the prior written consent of the other Party or as required by law.

                                   ARTICLE  9
                                 MISCELLANEOUS

     9.1   SUCCESSION AND ASSIGNMENT.  This Agreement shall be binding upon and
inure to the benefit of the Parties and their respective heirs, executors,
administrators, legal

                                       31
<PAGE>   32
representatives, successors, and assigns; provided, however, that neither
party may assign or otherwise transfer its rights, or delegate its duties
hereunder, except with the other party's prior written consent. Notwithstanding
the above, either Party may, without the other's consent, assign any rights,
privileges, or obligations under this Agreement to:

     (a) any subsidiary, affiliate or parent company; or

     (b) any firm, corporation, or entity which such Party controls, is
     controlled by, or is under common control with; or

     (c) any partnership in which it has a majority interest; or

     (d) to any entity which succeeds to all or substantially all of its assets
     whether by merger, sale or otherwise.

     9.2. NOTICES.  All notices pursuant to this Agreement shall be in writing
and shall be sent by overnight mail.

     If to TCG:               TCG
                              (at an address indicated on each Service
                              Supplement)

     and a copy to:           Teleport Communications Group Inc.
                              One Teleport Drive, Suite 301
                              Staten Island, New York 10311
                              Attn: General Counsel

     If to Reseller:          TVMax Telecommunications, Inc.
                              1111 W. Mockingbird Lane, Suite 1000
                              Dallas, Texas 75247
                              Attn: Vice President - Engineering

     and copy to:             TVMax Telecommunications, Inc.
                              1111 W. Mockingbird Lane, Suite 1000
                              Dallas, Texas 75247
                              Attn: Vice President - Legal Dept.

     9.3. INTEGRATION.   This Agreement represents the entire agreement and
understanding between TCG and Reseller as to the subject matter hereof. No
waiver, alteration, or modification of any of the provisions of this Agreement
shall be binding unless in writing and signed by duly authorized representative
of the Party against which enforcement of such waiver, alteration, or
modification is sought.

     9.4. SAVINGS CLAUSE.   If any term, covenant, condition of this Agreement 
or the application thereof to any person or circumstance shall to any extent be
invalid or unenforceable, the remainder of this Agreement, or the application of
such term, covenant or condition to persons or circumstances other than those as
to which it is held invalid or unenforceable, shall not


                                       32
<PAGE>   33
be affected thereby and each term, covenant, or condition of the Agreement shall
be valid and be enforced to the fullest extent permitted by law.

    9.4.1.  All obligations and duties which by their nature extend beyond the
expiration or termination of this Agreement shall survive and remain in effect
beyond any expiration or termination.

    9.5.   APPLICABLE LAW.  This Agreement shall be governed by the laws of the
state in which the Services are provided.

    9.6.   REGULATORY APPROVAL.  This Agreement shall be subject to and governed
by any applicable state and federal regulatory agencies having jurisdiction
over the subject matter hereof.  Should any approval or authority be required
for any acts, duties or obligations to be performed hereunder, the Parties will
cooperate in securing the same.

    9.7.   TITLE.  Except as to its use for the Services, neither Party shall
have, nor shall it assert, any right, title or interest in any of the fiber
optic or other facilities and associated equipment provided by the other Party.

    9.8.  AUTHORITY TO CONTRACT.  The parties warrant that they have full
authority to enter into this Agreement and that such action has been duly
authorized in accordance with their respective articles of incorporation,
by-laws or other applicable organizational documents and procedures.  The
individuals executing this Agreement on behalf of the Parties further warrant
that they have the full power and authority to bind their respective entities
to the terms hereof and have been duly authorized to do so in accordance with
their respective corporate or other organizational documents and procedures.

    9.9.   CAPTIONS; SECTIONS.  Captions contained herein are inserted only as a
matter of convenience and in no way define, limit, or extend the scope or
intent of any provision hereof.  Use of the term "Article" shall include the
entire subject Article and all its subsections where the context requires.  Use
of the term "Section" shall include the entire subject Section and all its
subsections where the context requires.

    9.10.  INDEPENDENT BUSINESS JUDGMENT.  That Parties hereby acknowledge and
agree that they are independent businesses sufficiently sophisticated to
exercise and are exercising their own business judgment.  The Parties hereby
further acknowledge and agree that the Parties have made no recommendations or
representations regarding any aspect of the other Party's business including,
but not limited to, any representations with regard to such Party's profits
therefrom.

    9.11.  WAIVER.  Failure or delay on the part of either Party to exercise any
right, power or privilege hereunder shall not                


                                       33
<PAGE>   34
operate as a waiver thereof. A waiver of one obligation hereunder shall not
operate as a waiver of any other obligation. Waiver by TCG or Reseller of a
breach of any provision of this Agreement by the other Party shall not operate
or be construed as a waiver of any subsequent breach by the other Party.

     9.12. EXECUTION. This Agreement may be executed in counterparts and each
of such counterparts shall, for all purposes, be deemed to be an original but
altogether only one (1) Agreement.

     9.13. EFFECTIVENESS. RESELLER MAY NOT ORDER SERVICE UNDER THIS AGREEMENT
UNTIL RESELLER AND TCG SHALL HAVE FIRST ENTERED INTO AN AGREEMENT FOR THE
PROVISION OF 9-1-1/E-9-1-1 SERVICE SUBSTANTIALLY IN THE FORM ATTACHED AS
SCHEDULE H. THIS AGREEMENT IS VOIDABLE BY TCG IN ITS SOLE DISCRETION FOR
FAILURE OF THE PARTIES TO SO ENTER INTO A 9-1-1/E-9-1-1 SERVICE AGREEMENT.

     IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed
by their duly authorized officers as of the day and year first above written.


TELEPORT COMMUNICATIONS                      TVMAX TELECOMMUNICATIONS,
GROUP INC.                                   INC.

By:                                          By: /s/ THOMAS P. WATS
   --------------------------                   ----------------------------
Title:                                       Title: VP Eng/IT
      -----------------------                      -------------------------
Date:                                        Date: 29 May 1998
     ------------------------                     --------------------------



Approved as to form
Legal Department
Dated: May 14, 1998 - GC



                                       34
<PAGE>   35


                 CUSTOMIZED SERVICES AGREEMENT    DATE: 5/29/98
                              BETWEEN TCG AND OPTEL
          SCHEDULE A - LISTING OF SWITCHED TELECOMMUNICATIONS SERVICES


I.   ORDER ENTRY, PROVISIONING AND MOVES, ADDS AND CHANGES (MAC)

II.  LOCAL BASIC SERVICE -

     A.   Directory Number (DN) - the Telephone Number (NPA-NXX-xxxx)
     B.   Dial Tone with Tone Dialing (DTMF Dialing)
     C.   Voice Grade Local Service - Origination and termination using the
          TCG Network
     D.   Access to: 
          1)   Emergency Services including 911/E-911;
          2)   Local and Interexchange Operator Services;
          3)   Local and Interexchange Directory Assistance Services; and
          4)   IntraLATA, InterLATA and International Calling Services.
     E.   Blocking/Unblocking Options (at the option of Optel):
              (1)  Block/Unblock International (01);
              (2)  Block/Unblock International (011);
              (3)  Block/Unblock Alaska, Canada, Caribbean, Hawaii and/or
                   Mexico;
              (4)  Block/Unblock Toll;
              (5)  Block/Unblock Directory Assistance;
              (6)  Block/Unblock Operator Assistance;
              (7)  Block/Unblock 900, 976, and/or 900-like exchanges.
              (8)  Block/Unblock Collect Calls
              (9)  block/Unblock Third Party Calls 
     F.   Calling Record File Format - See Schedule G.


III. BASIC CALLING FEATURES - See Schedule B for listing and definitions, see
     Schedule D for pricing.

IV.  ENHANCED CALLING FEATURES - See Schedule B for listing and definitions,
     see Schedule D for pricing.

V.   VALUE ADDED CALLING FEATURES - See Schedule B for listing and definitions,
     see Schedule D for pricing.

VI.  ANCILLARY SERVICES/CLEC SERVICES - 
     1.   911/E911
     2.   Local Operator Assistance (OA)
     3.   Local Directory Assistance (DA)
     4.   Private Branding of Local Operator Assistance and Local Directory
          Assistance


                                       1
<PAGE>   36
                  CUSTOMIZED SERVICES AGREEMENT     DATE: 5/29/98
                             BETWEEN TCG AND OPTEL
          SCHEDULE A - LISTING OF SWITCHED TELECOMMUNICATIONS SERVICES



VI.   ANCILLARY SERVICES/CLEC SERVICES (CONTINUED)

      5.  Directory Listings
      6.  Directory Listing Coordination
      7.  Directory Distribution
      8.  LIDB Management
      9.  CARE Management
      10. CLEC to CLEC Trunking
      11. CLEC to ICO Trunking
      12. Choke Point Trunking
      13. IXC Carrier Meet Point Trunking
      14. Intercept and Referral Announcements

VII.  OTHER NETWORK FACILITIES OR ELEMENTS

VIII. USAGE/MOU RATES - Local, extended local, intraLATA toll.

IX.   CUSTOMER SERVICE CENTER INQUIRY AND TROUBLE CALLS

X.    PRICING PROGRAMS

XI.   OTHER






                                       2


<PAGE>   37


                  CUSTOMIZED SERVICES AGREEMENT  DATE: 5/28/98
                             BETWEEN TCG AND OPTEL
                 SCHEDULE B - CALLING FEATURES AND DEFINITIONS

I.   CALLING FEATURES

A)   BASIC CALLING FEATURES ALL SWITCHES

     1.   CALL FORWARDING BUSY
     2.   CALL FORWARDING DON'T ANSWER
     3.   CALL FORWARDING VARIABLE
     4.   CALL FORWARDING BUSY FOR VOICE MAIL
     5.   CALL FORWARDING DON'T ANSWER FOR VOICE MAIL
     6.   CALL FORWARDING ON CALL WAITING FOR VOICE MAIL
     7.   CALL WAITING
     8.   CANCEL CALL WAITING
     9.   SPEED CALLING - 8 NUMBERS          -
     10.  SPEED CALLING - 30 NUMBERS
     11.  MULTI DISTINCTIVE RINGING
     12.  THREE WAY CALLING
     13.  STUTTER DIAL TONE FOR VOICE MAIL
     14.  VISUAL MESSAGE WAITING FOR VOICE MAIL
     
     ENHANCED CALLING FEATURES

     1.   RETURN CALL (*69)
     2.   CALLING NUMBER DELIVERY (CALLER ID)
     3.   CALLING NUMBER DELIVERY BLOCK (*67)
     4.   CUSTOMER ORIGINATED CALL TRACE (*57)
     5.   PER LINE BLOCK (LINE NUMBER BLOCK in definitions)
     6.   REPEAT DIALING (*66)
     7.   SELECTIVE CALL ACCEPTANCE
     8.   SELECTIVE CALL FORWARDING (*63)
     9.   SELECTIVE CALL REJECTION (*60)
     10.  SELECTIVE DISTINCTIVE ALERT (*61)
     11.  RETURN CALL, 2ND LEVEL ACTIVATION
     12.  CALLING NAME DELIVERY
     13.  CALL WAITING I.D. - AFTER CALL WAITING
     14.  LINE NUMBER UNBLOCK (UNBLOCK)(*82)
     15.  LONG DISTANCE ALERT (*49)
     16.  NON-RETURN OF PRIVATE CALLS
     17.  REMOTE ACTIVATION OF CALL FORWARDING
     18.  UNIDENTIFIED CALL REJECTION (*77)
     
     VALUE ADDED CALLING FEATURES

     1.   VOICE MAIL - "Basic Call Answering" - COS 100
     2.   VOICE MAIL - "Extended Call Answering" - COS 200
     3.   VOICE MAIL - "Deluxe Call Answering" - COS 300
     4.   VOICE MAIL - "Deluxe Multi Call Answering" - COS 400

II.  BASIC, ENHANCED AND VALUE ADDED CALLING FEATURE DEFINITIONS  
<PAGE>   38
                  CUSTOMIZED SERVICES AGREEMENT DATE: 5/28/98
                             BETWEEN TCG AND OPTEL
                 SCHEDULE B - CALLING FEATURES AND DEFINITIONS

This list of definitions has been compiled from information from TCG's switch
vendors, Lucent and Nortel. The list is intended to give the Reseller a brief
overview of the feature. The words "subscriber" or "end-user" refer to the
person using the comcast end-user services.

CALL FORWARDING BUSY -
     A form of call forwarding by which a subscriber programs his or her
     telephone so that incoming calls are forwarded to another telephone number
     if the called number is already on line with another call.

CALL FORWARDING DON'T ANSWER -
     A form of call forwarding by which a subscriber programs his or her 
     telephone so that incoming calls are forwarded to another telephone number
     if the called number does not answer in a predetermined number of rings.

CALL FORWARDING VARIABLE - 
     Allows a subscriber to program his or her telephone so that incoming calls
     are forwarded to another telephone number.

CALL FORWARDING BUSY FOR VOICE MAIL -
     A form of call forwarding by which a subscriber programs his or her
     telephone so that incoming calls are forwarded to a voice mail box if the
     called number is already on line with another call thus indicating a busy
     signal.

CALL FORWARDING DON'T ANSWER FOR VOICE MAIL -
     A form of call forwarding by which a subscriber programs his or her
     telephone so that incoming calls are forwarded to a voice mail box if the
     called number does not answer in a predetermined number of rings.

CALL FORWARDING ON CALL WAITING FOR VOICE MAIL -
     Allows a subscriber to program her telephone so that incoming calls, not 
     answered using the Call Waiting feature, are forwarded to a voice mail
     box.
 
CALL WAITING -
     The subscriber, already involved in a call, receives a tone that
     another incoming call is waiting to be answered. The called party, 
     hearing the call-waiting tone during the existing conversation, can 
     choose to flash the hookswitch and connect to the incoming call.

CANCEL CALL WAITING (*70) - 



                                       2
<PAGE>   39

                  CUSTOMIZED SERVICES AGREEMENT  DATE: 5/28/98
                             BETWEEN TCG AND OPTEL
                 SCHEDULE B - CALLING FEATURES AND DEFINITIONS

     The subscriber enters a code to disable the Call Waiting feature so that he
     receives no tone during a conversation with another party.

CALL WAITING I.D. -
     Allows the called party to see the number of an incoming call while on with
     another call.

CALLING NAME DELIVERY -
     Allows the called party to see the name of the calling party.

CALLING NUMBER DELIVERY (CALLER ID) -
     Allows the called party to see the telephone number of the calling party.

CALLING NUMBER DELIVERY BLOCK (*67) -
     Allows the party placing a call to block his or her number from being sent
     to the called party. This feature needs to be activated before each call by
     dialing *67.

CUSTOMER ORIGINATED CALL TRACE (*57) -
     Allows a subscriber to initiated a trace on an incoming "nuisance" call by
     dialing *57.

LINE NUMBER UNBLOCK (*82 UNBLOCK) -
     Allows the party placing an outgoing call, who to have his or her telephone
     number sent. This feature needs to be activated before the call is placed
     by dialing *82.

LONG DISTANCE ALERT -
     Alerts the subscriber to an incoming long distance call. This is done
     through a distinctive ring when the subscriber's telephone is not being
     used and through a distinctive tone when a telephone is off-hook with a
     call in progress.

MULTI DISTINCTIVE RINGING -
     Allows more than one directory number to terminate on a telephone line and
     telephone set. Each directory number has a distinctive ringing sequence.

NON-RETURN OF PRIVATE CALLS -
     Prevents a subscriber from activating Return Call.

PER LINE BLOCK (LINE NUMBER BLOCK) - 
     Allows the party placing outgoing calls to always block his or her
     telephone line number from being sent. (Need to use the *82 Unblock feature
     to unblock, i.e., allowing the system to send the caller's number for the
     called party).




                                       3

<PAGE>   40
                 CUSTOMIZED SERVICES AGREEMENT   DATE: 5/28/98
                             BETWEEN TCG AND OPTEL
                 SCHEDULE B - CALLING FEATURES AND DEFINITIONS


REMOTE ACTIVATION CALL FORWARDING -

     Allows a subscriber to call forward his or her directory number to another
     directory number from a remote location.

REPEAT DIALING (*66) -

     Allows a subscriber to continually redial the last number he or she
     originates despite whether the original call was completed or not by
     dialing *66.

RETURN CALL (*69)

     Allows the subscriber to make an outgoing call to the last number that
     called the subscriber by dialing *69.

RETURN CALL, SECOND LEVEL ACTIVATION -

     This feature is an enhancement to Return Call. The subscriber hears an
     audible announcement of the last number that called. He/she may then call
     the number.

SELECTIVE CALL ACCEPTANCE -
 
     Allows the subscriber to create a list of telephone numbers. Incoming calls
     from these numbers are accepted. All other calls are forwarded to an
     announcement.

SELECTIVE CALL FORWARDING (*63) -

     Allows a subscriber to establish a list of telephone numbers. Incoming
     calls from these numbers may be forwarded to another number by dialing *63
     instead of being completed at the subscriber's telephone number. All other
     calls are completed as usual.

SELECTIVE CALL REJECTION (*60) -

     Allows the subscriber to create a list of telephone numbers. Incoming calls
     from these numbers are forwarded to an announcement by dialing *60. All
     other calls are accepted.

SELECTIVE DISTINCTIVE ALERT (*61) -

     Allows a subscriber to create a list of telephone numbers. Incoming calls
     from these telephone numbers ring in a distinctive sequence.

SPEED CALLING 8 NUMBERS -

     Allows a subscriber to preprogram up to eight telephone numbers and then
     access these with the simple touch of one digit on his or her telephone
     set.



SPEED CALLING 30 NUMBERS -



                                       4
<PAGE>   41
                  CUSTOMIZED SERVICES AGREEMENT DATE: 5/28/98
                             BETWEEN TCG AND OPTEL
                 SCHEDULE B - CALLING FEATURES AND DEFINITIONS


     Allows a subscriber to preprogram up to thirty telephone numbers and then
     access these with the simple touch of two digits on his or her telephone
     set.

THREE WAY CALLING -
     Allows a subscriber to conference in a third person to an existing call so
     all three people can speak together in the same conversation.

UNIDENTIFIED CALL REJECTION - 
     Allows a subscriber to block incoming calls from callers who have marked
     their calls "private."

VALUE ADDED FEATURES
VOICE MAIL - "Basic Call Answering - COS 100
     Allows a subscriber to have unanswered incoming calls stored as audible
     messages that he or she can retrieve at a later time either locally or from
     a remote location. TCG "Basic - Residential" includes fifteen (15) message
     storage, two (2) minute maximum message length, one (1) minute greeting
     length, fourteen (14) day message retention, Message Waiting, Call
     Forwarding Busy, and Call Forwarding Don't Answer.

VOICE MAIL - Extended Call Answering - COS 200
     Allows a subscriber to have unanswered incoming calls stored as audible
     messages that he or she can retrieve at a later time either locally or from
     a remote location. TCG "Extended Call Answering - COS 200" includes thirty
     (30) message storage, four (4) minute maximum message length, one and one
     half (1.5) minute greeting length, thirty-one (31) day message retention, 
     Message Waiting, Call Forwarding Busy, and Call Forwarding Don't Answer.

VOICE MAIL - Deluxe Call Answering - COS 300
     Allows a subscriber to have unanswered incoming calls stored as audible
     messages that he or she can retrieve at a later time either locally or from
     a remote location. TCG "Deluxe Call Answering - COS 300" includes
     forty-five (45) message storage, four (4) minute maximum message length, 
     two (2) minute greeting length, thirty-one (31) day message retention, 
     Message Waiting, Call Forwarding Busy, and Call Forwarding Don't Answer,
     Paging and Reminders.

VOICE MAIL - Deluxe Multi Call Answering - COS 400
     Allows a subscriber to have unanswered incoming calls stored as audible
     messages that he or she can retrieve at a later time either locally or from
     a remote location. TCG "Deluxe Multi Call Answering - COS 400" includes
     forty-five (45) message storage, four (4) minute maximum message length, 
     two (2) minute greeting length, thirty-one (31) day 


                                       5
<PAGE>   42

                  CUSTOMIZED SERVICES AGREEMENT  DATE: 5/28/98
                             BETWEEN TCG AND OPTEL
                 SCHEDULE B - CALLING FEATURES AND DEFINITIONS

     message retention, Message Waiting, Call Forwarding Busy, and Call
     Forwarding Don't Answer, Paging, Reminders and Sub-Mail Boxes.

STUTTER DIAL TONE for Voice Mail -
     Triggered by the integrated Voice Mail system, the subscriber hears an
     interrupted dial tone when picking up the handset indicating a message is
     waiting in his or her Voice Mail box. This feature is used when the
     telephone set does not have a message waiting lamp or when the remote
     digital loop carrier does not support a message waiting lamp.

VISUAL MESSAGE WAITING for Voice Mail -
     Triggered by the integrated Voice Mail system, this feature lights a lamp
     on the subscriber's "message waiting ready" telephone set when the digital
     loop carrier supports a message waiting lamp in a TCG "standard DLC/CB
     configuration."

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------
FEATURE             BASIC CALL          EXTENDED       DELUXE CALL         DELUXE -
                    ANSWERING             CALL         ANSWERING          MULTI CALL
                                        ANSWERING                         ANSWERING
                     COS 100             COS 200        COS 300            COS 400
=============================================================================================
<S>                 <C>                 <C>            <C>                 <C>     
MESSAGES STORED        15                  30             45                 45
=============================================================================================
MESSAGE LENGTH      2 minutes           4 minutes      5 minutes           5 minutes
=============================================================================================
GREETING LENGTH     1 minute            1.5 minute     2 minutes           2 minutes
=============================================================================================
MESSAGE RETENTION   14 days             31 days        31 days             31 days
=============================================================================================
MESSAGE WAITING     Provided            Provided       Provided            Provided
=============================================================================================
CALL FORWARDING     Provided            Provided       Provided            Provided
BUSY / NO ANSWER   
=============================================================================================
PAGING              ----                ----           Provided*           Provided*
=============================================================================================
SUB MAIL BOXES      ----                ----           ----                Provided
=============================================================================================
REMINDER            One                 One            One                 One
---------------------------------------------------------------------------------------------
</TABLE>

*    Paging:   This features's slightly higher cost includes the cost of the
               out going calls for paging.





                                       6
<PAGE>   43
<TABLE>
<CAPTION>

<S>                               <C>                                               <C>     
                                                CUSTOMIZED SERVICES AGREEMENT
                                               BETWEEN TCG __________ AND OPTEL
                                 SCHEDULE C - SERVICE SUPPLEMENT # ______________  PAGE 1 OF 3
-----------------------------------------------------------------------------------------------------------------------------------
                                                 CUSTOMER BILLING INFORMATION
===================================================================================================================================

Company Name:                                                              Contact Name:
-----------------------------------------------------------------------------------------------------------------------------------
Address 1:                                                                 Phone Number:
-----------------------------------------------------------------------------------------------------------------------------------
Address 2:                                                                 Pager:                        Fax:
-----------------------------------------------------------------------------------------------------------------------------------
City/State/Zip:                                                            Purchase Order Number (PON):
===================================================================================================================================
                                                    SERVICE INFORMATION
===================================================================================================================================
Requested Service Date (MM/DD/YY): _ _/ _ _/ _ _                 Numbers [ ] TCG's NPA - NXXs  [ ] Reseller's NPA - NXXs
-----------------------------------------------------------------------------------------------------------------------------------
Required Quantity of DNs:                    Number Block(s) Assigned (if TCG #s):
-----------------------------------------------------------------------------------------------------------------------------------
Rate Center Name:                            ILEC NPA - NXX:     -         NPA - NXX:     -
-----------------------------------------------------------------------------------------------------------------------------------
New NXX Required ? [ ] Yes  [ ] No      CLEC Status ? [ ] Yes OCN Number _ _ _ _  [ ] No       STS ? [ ] Yes  [ ] No
===================================================================================================================================
                                   SERVICE LOCATION INFORMATION (TERMINATION POINTS)
===================================================================================================================================
     FROM:     TCG LOCATION POINT                                TO:  POINT OF DEMARCATION
===================================================================================================================================
Location Name:                                                   Location Name:
-----------------------------------------------------------------------------------------------------------------------------------
Address:                                                         Address:
-----------------------------------------------------------------------------------------------------------------------------------
City/State/Zip:                                                  City/State/Zip:
-----------------------------------------------------------------------------------------------------------------------------------
NPA/NXX:                                                         NPA/NXX
===================================================================================================================================
                                                    PROJECT INFORMATION
-----------------------------------------------------------------------------------------------------------------------------------
[ ] MDU Project
-----------------------------------------------------------------------------------------------------------------------------------
Project / Area Name:
-----------------------------------------------------------------------------------------------------------------------------------
Address:                                If Multiple Buildings, Addresses:
-----------------------------------------------------------------------------------------------------------------------------------
City/State/Zip:
-----------------------------------------------------------------------------------------------------------------------------------
Other:
-----------------------------------------------------------------------------------------------------------------------------------
                                                    CONTACT INFORMATION
-----------------------------------------------------------------------------------------------------------------------------------
Initiator Name:                    Phone:                   Pager:                   Fax:
-----------------------------------------------------------------------------------------------------------------------------------
Design Engineer:                   Phone:                   Pager:                   Fax:
-----------------------------------------------------------------------------------------------------------------------------------
Tech At Demarc Point:              Phone:                   Pager:                   Fax:
-----------------------------------------------------------------------------------------------------------------------------------
Tech At TCG Point:                 Phone:                   Pager:                   Fax:
-----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>   44
<TABLE>
<S>                                                           <C>                            <C>
--------------------------------------------------------------------------------------------------------------------- 
                                            CUSTOMIZED SERVICES AGREEMENT
                                      BETWEEN TCG ___________________ AND OPTEL
                   SCHEDULE C - SERVICE SUPPLEMENT # ___________________________________ PAGE 2 OF 3
---------------------------------------------------------------------------------------------------------------------
                                               BAN AND OTHER CHARGES
--------------------------------------------------------------------------------------------------------------------- 
RESELLER'S BILLING ACCOUNT NUMBER (BAN): ________________-________________  (Note: The project BAN must be identified
for correct accounting and billing of these services-especially-if this order expands existing service for an MDU or
HFC project.)
=====================================================================================================================
Other Network Elements provided by TCG (if applicable):       Other Network Element Charges and USOCs:
--------------------------------------------------------------------------------------------------------------------- 
                                                              $ _________________________    USOC: ________________
--------------------------------------------------------------------------------------------------------------------- 
                                                              $ _________________________    USOC: ________________
--------------------------------------------------------------------------------------------------------------------- 
                                                              $ _________________________    USOC: ________________
=====================================================================================================================
                                     TECHNICAL INFORMATION - PROJECT SPECIFIC
--------------------------------------------------------------------------------------------------------------------- 
Remote Terminal's CLLI: ______________________       Remote Terminal's Site Name: _____________________________
--------------------------------------------------------------------------------------------------------------------- 
[ ] TR-303                                        Ultimate Remote Terminal Site Size:   [ ] 672   [ ] 1344   [ ] 2048
--------------------------------------------------------------------------------------------------------------------- 
DLC Manufacturer:                Model Name:                 Model Number:
--------------------------------------------------------------------------------------------------------------------- 

--------------------------------------------------------------------------------------------------------------------- 
Planned Concentration Level at DLC:  Concentration Ratio of DNs to Time Slots DN:TS (e.g., 3:1):
--------------------------------------------------------------------------------------------------------------------- 

--------------------------------------------------------------------------------------------------------------------- 
Planned use TCG Central Office Interface:   Concentration Ratio ______________________ (e.g., 1:1, 2:1)
--------------------------------------------------------------------------------------------------------------------- 
DSI Framing/Formatting (check only one):   [ ] SF/AMI       [ ] ESF / AMI      [ ]  SF / B8ZS        [ ] ESF / B8ZS
--------------------------------------------------------------------------------------------------------------------- 
DSI Termination:  [ ] DB15        [ ] SmartJack Type II Default      [ ] DSX-1 Type I Default     [ ] RJ48X
--------------------------------------------------------------------------------------------------------------------- 
DSI Terminating Room Name:                                    DS1 Terminating Room Telephone Number: 
--------------------------------------------------------------------------------------------------------------------- 
Requested Quantity of DS-1s: ___  Required Quantity of Interface Groups to Start: ___  Ultimate Quantity of DS-1s: ___

EOC (Channel 12) assigned to: 1st DS-1 (Primary)             Secondary EOC (Channel 12) assigned to: 2nd DS-1
TMC (Channel 24) assigned to: 1st DS-1 (Primary)             Secondary TMC (Channel 24) assigned to: 2nd DS-1
--------------------------------------------------------------------------------------------------------------------- 
                                             TCG RESPONSE INFORMATION
--------------------------------------------------------------------------------------------------------------------- 
Type of Switch Interface:    [ ] IDCU for 5ESS            [ ] SMA for DMS         [ ] ESMA-2 for DMS
--------------------------------------------------------------------------------------------------------------------- 
Switch IDT/RT Information:   [ ] Lucent 5ESS  Switch Mod#(3) __ __ __   IDCU#(2) __ __    Remote#(2) __ __
                             [ ] Nortel DMS   Site Name(4) __ __ __ __  Frame#(2) __ __  Unit # __
                             [ ] CRV: __ __ __ __
--------------------------------------------------------------------------------------------------------------------- 
TCG Completion Date: ___________________________________
--------------------------------------------------------------------------------------------------------------------- 
TCG/Reseller Test Date: ________________________________________
--------------------------------------------------------------------------------------------------------------------- 
</TABLE>
<PAGE>   45
<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------
                                             CUSTOMIZED SERVICES AGREEMENT
                                        Between TCG _________________ and OpTel
                           SCHEDULE C - SERVICE SUPPLEMENT  #__________________ Page 3 of 3
<S>                                <C>                 <C>                <C>
----------------------------------------------------------------------------------------------------------------------
                                          SWITCH AND DLC TESTING INFORMATION
----------------------------------------------------------------------------------------------------------------------
Verify operation of EOC Primary:   [ ] Yes        Verify operation of EOC Secondary: [ ] Yes
----------------------------------------------------------------------------------------------------------------------
Verify operation of TMC Primary:   [ ] Yes        Verify operation of TMC Secondary: [ ] Yes
----------------------------------------------------------------------------------------------------------------------
Verify alarm operation over EOC Channel:  Primary:     [ ] Critical        [ ] Major
----------------------------------------------------------------------------------------------------------------------
Verify alarm operation over EOC Channel:  Secondary:   [ ] Critical        [ ] Major
----------------------------------------------------------------------------------------------------------------------

----------------------------------------------------------------------------------------------------------------------
                                 OTHER SWITCH INFORMATION (IF APPLICABLE IN THIS ORDER)
----------------------------------------------------------------------------------------------------------------------
Billed Number Screening: [ ] Block Collect Calls   [ ] Block 3rd Party Calls    [ ] Allow Collect and 3rd Party Calls 
----------------------------------------------------------------------------------------------------------------------
InterLATA PIC Selection: [ ] ATT   [ ] MCI   [ ] Sprint   [ ] Worldcom/LDDS   [ ] Other ______  [ ] No PIC
----------------------------------------------------------------------------------------------------------------------
[ ] Allow All Calls/Block No Calls
----------------------------------------------------------------------------------------------------------------------
[ ] Block International Operator Access (01+)     [ ] Block International Direct Dial Access (011+)
----------------------------------------------------------------------------------------------------------------------
[ ] Block Alaska    [ ] Block Canada    [ ] Block Caribbean     [ ] Block Hawaii    [ ] Block Mexico
----------------------------------------------------------------------------------------------------------------------
[ ] Block Operator (0+)       [ ] Block Operator (0-)       [ ] Block Directory Assistance (411 and 555)
----------------------------------------------------------------------------------------------------------------------
[ ] Block All 900 Calls (InterLATA)     [ ] Block 976 Calls (InterLATA)    [ ] Block Other 900 Like Exchanges
----------------------------------------------------------------------------------------------------------------------
                                                    AUTHORIZATIONS
----------------------------------------------------------------------------------------------------------------------
This Schedule C is a Service Supplement as defined in the Customized Services Agreement dated _____/_____/, 19____,
entered into between the parties and is subject to all terms and conditions thereof. The term for this Service 
Supplement is ______ months.
----------------------------------------------------------------------------------------------------------------------
                    OPTEL                                             TCG _____________________________
----------------------------------------------------------------------------------------------------------------------
Signature:                                                Signature:
----------------------------------------------------------------------------------------------------------------------
Print Name:                                               Print Name:
----------------------------------------------------------------------------------------------------------------------
Title:                                                    Title:
----------------------------------------------------------------------------------------------------------------------
Date:                                                     Date;
----------------------------------------------------------------------------------------------------------------------
                                                 FOR TCG INTERNAL USE
----------------------------------------------------------------------------------------------------------------------
TCG  ASR Number:                                         TCG Account Manager:
----------------------------------------------------------------------------------------------------------------------
TCG Billing Account Number (BAN):                        Account Manager ID#:
----------------------------------------------------------------------------------------------------------------------
TCG Secondary Account Number (SAN):                      Phone #:                         Pager #:
----------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>   46


                   CUSTOMIZED SERVICES AGREEMENT Date 5/29/98
                             BETWEEN TCG AND OPTEL


                                   SCHEDULE D

                     PRICE ELEMENTS AND RATES FOR SWITCHED
                          TELECOMMUNICATIONS SERVICES


                                      ***

          (MATERIAL DENOTED BY *** HAS BEEN SEPARATELY FILED WITH THE
           COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIALITY)
<PAGE>   47

                 CUSTOMIZED SERVICES AGREEMENT   DATE: 5/29/98
   
                             BETWEEN TCG AND OPTEL
    
               SCHEDULE E - LINE, FACILITY AND FEATURES FORECAST
                    BY REMOTE TERMINAL/DIGITAL LOOP CARRIER

I.   FORECAST - This forecast, shown below in Table 1, provides TCG engineering
personnel information for network development and planning purposes. This form
is submitted by OpTel to the TCG Residential Services' Project Manager by the
twenty-fifth of each month for each existing or planned OpTel provided RT/DLC.

Project Name/Number of the RT/DLC: ___________________
City: ____________________    Address:___________________________________

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------------------
               TABLE 1                            NOW       PLAN        GAIN         3Q98      4Q98      1Q99      2Q99
                                                                                     GAIN      GAIN      GAIN      GAIN
-----------------------------------------------------------------------------------------------------------------------------------
<S>                                               <C>       <C>           <C>          <C>      <C>       <C>       <C>            
NETWORK ACCESS LINES                              -         -             -            -        -         -         -    
-----------------------------------------------------------------------------------------------------------------------------------
                    RESIDENCE
-----------------------------------------------------------------------------------------------------------------------------------
                    BUSINESS
-----------------------------------------------------------------------------------------------------------------------------------
                    TOTAL NETWORK ACCESS LINES
-----------------------------------------------------------------------------------------------------------------------------------
                              TOTAL DNs
-----------------------------------------------------------------------------------------------------------------------------------
TR-303                                            -         -             -            -        -         -         -    
-----------------------------------------------------------------------------------------------------------------------------------
               IG GROUP #1
-----------------------------------------------------------------------------------------------------------------------------------
              DS-1 GROUP #1 
-----------------------------------------------------------------------------------------------------------------------------------
            CCS/NALs GROUP #1
-----------------------------------------------------------------------------------------------------------------------------------
       CONCENTRATIONS PER IG GROUP #1
-----------------------------------------------------------------------------------------------------------------------------------
               IG GROUP #2
-----------------------------------------------------------------------------------------------------------------------------------
              DS-1 GROUP #2 
-----------------------------------------------------------------------------------------------------------------------------------
            CCS/NALs GROUP #2
-----------------------------------------------------------------------------------------------------------------------------------
       CONCENTRATIONS PER IG GROUP #1
-----------------------------------------------------------------------------------------------------------------------------------
BASIC FEATURES -                                  -         -             -            -        -         -         -    
-----------------------------------------------------------------------------------------------------------------------------------
CALL FWDING BUSY
-----------------------------------------------------------------------------------------------------------------------------------
CALL FWDING DON'T ANSWER
-----------------------------------------------------------------------------------------------------------------------------------
CALL FORWARDING VARIABLE
-----------------------------------------------------------------------------------------------------------------------------------
CALL FWDING BUSY FOR VM
-----------------------------------------------------------------------------------------------------------------------------------
</TABLE>


                                       1
<PAGE>   48
                 CUSTOMIZED SERVICES AGREEMENT    DATE: 5/29/98
   
                             BETWEEN TCG AND OPTEL
    
               SCHEDULE E - LINE, FACILITY AND FEATURES FORECAST
                    BY REMOTE TERMINAL/DIGITAL LOOP CARRIER

<TABLE>
<S>                                     <C>    <C>    <C>    <C>    <C>    <C>    <C>    
-----------------------------------------------------------------------------------------
CALL FWDING DON'T ANS WER for VM                                                         
-----------------------------------------------------------------------------------------
CALL FWDING ON CALL WAITING for VM                                                       
-----------------------------------------------------------------------------------------
CALL WAITING                                                                             
-----------------------------------------------------------------------------------------
CANCEL CALL WAITING                                                                      
-----------------------------------------------------------------------------------------
SPEED CALLING - 8 NUMBERS                                                                
-----------------------------------------------------------------------------------------
SPEED CALLING - 30 NUMBERS                                                               
-----------------------------------------------------------------------------------------
THREE WAY CALLING                                                                        
-----------------------------------------------------------------------------------------
MULTI DISTINCTIVE RINGING                                                                
-----------------------------------------------------------------------------------------
STUTTER DIAL TONE FOR VM                                                                 
-----------------------------------------------------------------------------------------
VISUAL MESSAGE WAITING FOR VM                                                            
-----------------------------------------------------------------------------------------
ENHANCED FEATURES                        --     --     --     --     --     --     --    
-----------------------------------------------------------------------------------------
AUTOMATIC RECALL                                                                         
-----------------------------------------------------------------------------------------
CALL NUMBER DELIVERY BLOCK                                                               
-----------------------------------------------------------------------------------------
CALLING NUMBER DELIVERY                                                                  
-----------------------------------------------------------------------------------------
CUSTOMER ORIGINATED CALL TRACE                                                           
-----------------------------------------------------------------------------------------
PER LINE BLOCK (LINE NUMBER BLOCK                                                        
IN DEFINITIONS)                                                                          
-----------------------------------------------------------------------------------------
REPEAT DIALING                                                                           
-----------------------------------------------------------------------------------------
SELECTIVE CALL ACCEPTANCE                                                                
-----------------------------------------------------------------------------------------
SELECTIVE CALL FORWARDING                                                                
-----------------------------------------------------------------------------------------
SELECTIVE CALL REJECTION                                                                 
-----------------------------------------------------------------------------------------
SELECTIVE DISTINCTIVE ALERT                                                              
-----------------------------------------------------------------------------------------
AUTOMATIC RECALL, 2ND LEVEL                                                              
ACTIVATION                                                                               
-----------------------------------------------------------------------------------------
CALLING NAME DELIVERY                                                                    
-----------------------------------------------------------------------------------------
CALL WAITING I.D.                                                                        
-----------------------------------------------------------------------------------------
LINE NUMBER UNBLOCK (*82 UNBLOCK)                                                        
-----------------------------------------------------------------------------------------
</TABLE>



                                       2

<PAGE>   49
   
                CUSTOMIZED SERVICES AGREEMENT     DATE: 5/29/98
                             BETWEEN TCG AND OPTEL
               SCHEDULE E - LINE, FACILITY AND FEATURES FORECAST
                    BY REMOTE TERMINAL/DIGITAL LOOP CARRIER
    


<TABLE>
<S>                                     <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>
----------------------------------------------------------------------------------------------
LONG DISTANCE ALERT
----------------------------------------------------------------------------------------------
NON-RETURN OF PRIVATE CALLS
----------------------------------------------------------------------------------------------
REMOTE ACTIVATION OF CALL FWDING
----------------------------------------------------------------------------------------------
UNIDENTIFIED CALL REJECTION
----------------------------------------------------------------------------------------------
VALUE ADDED FEATURES                     --     --     --     --     --     --     --     --
----------------------------------------------------------------------------------------------
VM - "BASIC CALL ANSWERING" -COS 100
----------------------------------------------------------------------------------------------
VM - "EXTENDED CALL ANSWERING" -COS 200
----------------------------------------------------------------------------------------------
VM - "DELUXE CALL ANSWERING" -COS 300
----------------------------------------------------------------------------------------------
VM - "DELUXE MULTI CALL ANSWERING" -COS 400
----------------------------------------------------------------------------------------------
</TABLE>


NXX CODES

OpTel requires new NXX codes in the following rate centers in the coming 
quarters.

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------
       RATE CENTER NAME         NXX REQUIRED            TCG'S CURRENT NXX
          AND STATE           IN THE FOLLOWING           CODE(S) FOR THE
                                  QUARTER                  RATE CENTER
--------------------------------------------------------------------------------
<S>                           <C>                       <C>

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

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

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

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

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

--------------------------------------------------------------------------------
</TABLE>


                                       3
<PAGE>   50
                 CUSTOMIZED SERVICES AGREEMENT    DATE: 5/29/98
                             BETWEEN TCG AND OPTEL
                     SCHEDULE F - CALL RECORD FILE FORMATS




I.   CALL RECORD FILE FORMATS FOR TCG's CENTRAL OFFICE SWITCHES (LUCENT AND 
     NORTEL)

     Attached are sample records that TCG will provide to Reseller.






                                       1

<PAGE>   51
3-30 Structure codes
--------------------------------------------------------------------------------

        STRUCTURE CODE 00625

                   --------------------------------------------------
                   TABLE 3-31
                   STRUCTURE CODE 00625 FIELDS

                   INFORMATION                           FIELD NUMBER
                   --------------------------------------------------
                   Record descriptor word                000
                   Hexadecimal identifier                00
                   Structure code                        0
                   Call type                             1
                   Sensor type                           2
                   Sensor identification                 3
                   Recording office type                 4
                   Recording office identification       5
                   Date                                  6
                   Timing indicator                      7
                   Study indicator                       8
                   Answer indicator                      9
                   Service observed, traffic sampled     10
                   Operator action                       11
                   Service feature                       12
                   Originating NPA                       13
                   Originating number                    14
                   Overseas indicator                    15
                   Terminating NPA                       16
                   Terminating number 1019               17
                   Answer time                           18
                   Elapsed time                          19
                  *IC/INC prefix                         57
                   Carrier connect date                  6
                   Carrier connect time                  18
                   Elapsed time from carrier connect     19
                   IC/INC call event status              58
                   Trunk group number                    83
                   Routing indicator                     59
                   Dialing indicator                     85
                   ANI indicator                         60
                   --------------------------------------------------

                   CALL CODES: 065, 066, 110, 119, 132, 134, 800-999




--------------------------------------------------------------------------------
297-1001-830 Standard 07.03 March 1994

<PAGE>   52

3-26 Structure codes
--------------------------------------------------------------------------------

        STRUCTURE CODE 00502

                   --------------------------------------------------
                   TABLE 3-26
                   STRUCTURE CODE 00502 FIELDS

                   INFORMATION                           FIELD NUMBER
                   --------------------------------------------------
                   Record descriptor word                000
                   Hexadecimal identifier                00
                   Structure code                        0
                   Call type                             1
                   Sensor type                           2
                   Sensor identification                 3
                   Recording office type                 4
                   Recording office identification       5
                   Date of answer                        6
                   Answer indicator                      9
                   Service feature                       12
                   Originating NPA                       13
                   Originating number                    14
                   Overseas indicator                    15
                   Terminating NPA                       16
                   Terminating number                    17
                   Connect time                          18
                   Elapsed time                          19
                   WATS band or MBI                      29
                   --------------------------------------------------

                   CALL CODES: 001, 800-999


        STRUCTURE CODE 00503

                   --------------------------------------------------
                   TABLE 3-27
                   STRUCTURE CODE 00503 FIELDS

                   INFORMATION                           FIELD NUMBER
                   --------------------------------------------------
                   Record descriptor word                000
                   Hexadecimal identifier                00
                   Structure code                        0
                   Call type                             1
                   Sensor type                           2
                   Sensor identification                 3
                   Recording office type                 4
                   Recording office identification       5
                   Date of answer                        6
                   Answer indicator                      9
                   Service feature                       12
                   Originating NPA                       13
                   Originating number                    14
                   Connect time                          18
                   Elapsed time                          19
                   WATS band or MBI                      29
                   --------------------------------------------------

                   CALL CODES: 002, 800-999



--------------------------------------------------------------------------------
297-1001-830 Standard 07.03 March 1994



<PAGE>   53
3-24 Structure codes
--------------------------------------------------------------------------------

        STRUCTURE CODE 00500

                   --------------------------------------------------
                   TABLE 3-24
                   STRUCTURE CODE 00500 FIELDS

                   INFORMATION                           FIELD NUMBER
                   --------------------------------------------------
                   Record descriptor word                000
                   Hexadecimal identifier                00
                   Structure code                        0
                   Call type                             1
                   Sensor type                           2
                   Sensor identification                 3
                   Recording office type                 4
                   Recording office identification       5
                   Date of answer                        6
                   Answer indicator                      9
                   Service feature                       12
                   Originating NPA                       13
                   Originating number                    14
                   Overseas indicator                    15
                   Terminating NPA                       16
                   Terminating number                    17
                   Connect time                          18
                   Elapsed time                          19
                   --------------------------------------------------

                   CALL CODES: 005, 006, 011, 021, 088, 132, 800-999



--------------------------------------------------------------------------------
297-1001-830 Standard 07.03 March 1994

<PAGE>   54
3-30 Structure codes
--------------------------------------------------------------------------------

        STRUCTURE CODE 00625

                   --------------------------------------------------
                   TABLE 3-31
                   STRUCTURE CODE 00625 FIELDS

                   INFORMATION                           FIELD NUMBER
                   --------------------------------------------------
                   Record descriptor word                000
                   Hexadecimal identifier                00
                   Structure code                        0
                   Call type                             1
                   Sensor type                           2
                   Sensor identification                 3
                   Recording office type                 4
                   Recording office identification       5
                   Date                                  6
                   Timing indicator                      7
                   Study indicator                       8
                   Answer indicator                      9
                   Service observed, traffic sampled     10
                   Operator action                       11
                   Service feature                       12
                   Originating NPA                       13
                   Originating number                    14
                   Overseas indicator                    15
                   Terminating NPA                       16
                   Terminating number 1019               17
                   Answer time                           18
                   Elapsed time                          19
                  *IC/INC prefix                         57
                   Carrier connect date                  6
                   Carrier connect time                  18
                   Elapsed time from carrier connect     19
                   IC/INC call event status              58
                   Trunk group number                    83
                   Routing indicator                     59
                   Dialing indicator                     85
                   ANI indicator                         60
                   --------------------------------------------------

                   CALL CODES: 065, 066, 110, 119, 132, 134, 800-999




--------------------------------------------------------------------------------
297-1001-830 Standard 07.03 March 1994

<PAGE>   55

3-26 Structure codes
--------------------------------------------------------------------------------

        STRUCTURE CODE 00502

                   --------------------------------------------------
                   TABLE 3-26
                   STRUCTURE CODE 00502 FIELDS

                   INFORMATION                           FIELD NUMBER
                   --------------------------------------------------
                   Record descriptor word                000
                   Hexadecimal identifier                00
                   Structure code                        0
                   Call type                             1
                   Sensor type                           2
                   Sensor identification                 3
                   Recording office type                 4
                   Recording office identification       5
                   Date of answer                        6
                   Answer indicator                      9
                   Service feature                       12
                   Originating NPA                       13
                   Originating number                    14
                   Overseas indicator                    15
                   Terminating NPA                       16
                   Terminating number                    17
                   Connect time                          18
                   Elapsed time                          19
                   WATS band or MBI                      29
                   --------------------------------------------------

                   CALL CODES: 001, 800-999


        STRUCTURE CODE 00503

                   --------------------------------------------------
                   TABLE 3-27
                   STRUCTURE CODE 00503 FIELDS

                   INFORMATION                           FIELD NUMBER
                   --------------------------------------------------
                   Record descriptor word                000
                   Hexadecimal identifier                00
                   Structure code                        0
                   Call type                             1
                   Sensor type                           2
                   Sensor identification                 3
                   Recording office type                 4
                   Recording office identification       5
                   Date of answer                        6
                   Answer indicator                      9
                   Service feature                       12
                   Originating NPA                       13
                   Originating number                    14
                   Connect time                          18
                   Elapsed time                          19
                   WATS band or MBI                      29
                   --------------------------------------------------

                   CALL CODES: 002, 800-999



--------------------------------------------------------------------------------
297-1001-830 Standard 07.03 March 1994



<PAGE>   56
3-24 Structure codes
--------------------------------------------------------------------------------

        STRUCTURE CODE 00500

                   --------------------------------------------------
                   TABLE 3-24
                   STRUCTURE CODE 00500 FIELDS

                   INFORMATION                           FIELD NUMBER
                   --------------------------------------------------
                   Record descriptor word                000
                   Hexadecimal identifier                00
                   Structure code                        0
                   Call type                             1
                   Sensor type                           2
                   Sensor identification                 3
                   Recording office type                 4
                   Recording office identification       5
                   Date of answer                        6
                   Answer indicator                      9
                   Service feature                       12
                   Originating NPA                       13
                   Originating number                    14
                   Overseas indicator                    15
                   Terminating NPA                       16
                   Terminating number                    17
                   Connect time                          18
                   Elapsed time                          19
                   --------------------------------------------------

                   CALL CODES: 005, 006, 011, 021, 088, 132, 800-999



--------------------------------------------------------------------------------
297-1001-830 Standard 07.03 March 1994

<PAGE>   57
3-30 Structure codes
--------------------------------------------------------------------------------

        STRUCTURE CODE 00625

                   --------------------------------------------------
                   TABLE 3-31
                   STRUCTURE CODE 00625 FIELDS

                   INFORMATION                           FIELD NUMBER
                   --------------------------------------------------
                   Record descriptor word                000
                   Hexadecimal identifier                00
                   Structure code                        0
                   Call type                             1
                   Sensor type                           2
                   Sensor identification                 3
                   Recording office type                 4
                   Recording office identification       5
                   Date                                  6
                   Timing indicator                      7
                   Study indicator                       8
                   Answer indicator                      9
                   Service observed, traffic sampled     10
                   Operator action                       11
                   Service feature                       12
                   Originating NPA                       13
                   Originating number                    14
                   Overseas indicator                    15
                   Terminating NPA                       16
                   Terminating number 1019               17
                   Answer time                           18
                   Elapsed time                          19
                  *IC/INC prefix                         57
                   Carrier connect date                  6
                   Carrier connect time                  18
                   Elapsed time from carrier connect     19
                   IC/INC call event status              58
                   Trunk group number                    83
                   Routing indicator                     59
                   Dialing indicator                     85
                   ANI indicator                         60
                   --------------------------------------------------

                   CALL CODES: 065, 066, 110, 119, 132, 134, 800-999




--------------------------------------------------------------------------------
297-1001-830 Standard 07.03 March 1994

<PAGE>   58

3-26 Structure codes
--------------------------------------------------------------------------------

        STRUCTURE CODE 00502

                   --------------------------------------------------
                   TABLE 3-26
                   STRUCTURE CODE 00502 FIELDS

                   INFORMATION                           FIELD NUMBER
                   --------------------------------------------------
                   Record descriptor word                000
                   Hexadecimal identifier                00
                   Structure code                        0
                   Call type                             1
                   Sensor type                           2
                   Sensor identification                 3
                   Recording office type                 4
                   Recording office identification       5
                   Date of answer                        6
                   Answer indicator                      9
                   Service feature                       12
                   Originating NPA                       13
                   Originating number                    14
                   Overseas indicator                    15
                   Terminating NPA                       16
                   Terminating number                    17
                   Connect time                          18
                   Elapsed time                          19
                   WATS band or MBI                      29
                   --------------------------------------------------

                   CALL CODES: 001, 800-999


        STRUCTURE CODE 00503

                   --------------------------------------------------
                   TABLE 3-27
                   STRUCTURE CODE 00503 FIELDS

                   INFORMATION                           FIELD NUMBER
                   --------------------------------------------------
                   Record descriptor word                000
                   Hexadecimal identifier                00
                   Structure code                        0
                   Call type                             1
                   Sensor type                           2
                   Sensor identification                 3
                   Recording office type                 4
                   Recording office identification       5
                   Date of answer                        6
                   Answer indicator                      9
                   Service feature                       12
                   Originating NPA                       13
                   Originating number                    14
                   Connect time                          18
                   Elapsed time                          19
                   WATS band or MBI                      29
                   --------------------------------------------------

                   CALL CODES: 002, 800-999



--------------------------------------------------------------------------------
297-1001-830 Standard 07.03 March 1994



<PAGE>   59
3-24 Structure codes
--------------------------------------------------------------------------------

        STRUCTURE CODE 00500

                   --------------------------------------------------
                   TABLE 3-24
                   STRUCTURE CODE 00500 FIELDS

                   INFORMATION                           FIELD NUMBER
                   --------------------------------------------------
                   Record descriptor word                000
                   Hexadecimal identifier                00
                   Structure code                        0
                   Call type                             1
                   Sensor type                           2
                   Sensor identification                 3
                   Recording office type                 4
                   Recording office identification       5
                   Date of answer                        6
                   Answer indicator                      9
                   Service feature                       12
                   Originating NPA                       13
                   Originating number                    14
                   Overseas indicator                    15
                   Terminating NPA                       16
                   Terminating number                    17
                   Connect time                          18
                   Elapsed time                          19
                   --------------------------------------------------

                   CALL CODES: 005, 006, 011, 021, 088, 132, 800-999



--------------------------------------------------------------------------------
297-1001-830 Standard 07.03 March 1994

<PAGE>   60
3-30 Structure codes
--------------------------------------------------------------------------------

        STRUCTURE CODE 00625

                   --------------------------------------------------
                   TABLE 3-31
                   STRUCTURE CODE 00625 FIELDS

                   INFORMATION                           FIELD NUMBER
                   --------------------------------------------------
                   Record descriptor word                000
                   Hexadecimal identifier                00
                   Structure code                        0
                   Call type                             1
                   Sensor type                           2
                   Sensor identification                 3
                   Recording office type                 4
                   Recording office identification       5
                   Date                                  6
                   Timing indicator                      7
                   Study indicator                       8
                   Answer indicator                      9
                   Service observed, traffic sampled     10
                   Operator action                       11
                   Service feature                       12
                   Originating NPA                       13
                   Originating number                    14
                   Overseas indicator                    15
                   Terminating NPA                       16
                   Terminating number 1019               17
                   Answer time                           18
                   Elapsed time                          19
                  *IC/INC prefix                         57
                   Carrier connect date                  6
                   Carrier connect time                  18
                   Elapsed time from carrier connect     19
                   IC/INC call event status              58
                   Trunk group number                    83
                   Routing indicator                     59
                   Dialing indicator                     85
                   ANI indicator                         60
                   --------------------------------------------------

                   CALL CODES: 065, 066, 110, 119, 132, 134, 800-999




--------------------------------------------------------------------------------
297-1001-830 Standard 07.03 March 1994

<PAGE>   61

3-26 Structure codes
--------------------------------------------------------------------------------

        STRUCTURE CODE 00502

                   --------------------------------------------------
                   TABLE 3-26
                   STRUCTURE CODE 00502 FIELDS

                   INFORMATION                           FIELD NUMBER
                   --------------------------------------------------
                   Record descriptor word                000
                   Hexadecimal identifier                00
                   Structure code                        0
                   Call type                             1
                   Sensor type                           2
                   Sensor identification                 3
                   Recording office type                 4
                   Recording office identification       5
                   Date of answer                        6
                   Answer indicator                      9
                   Service feature                       12
                   Originating NPA                       13
                   Originating number                    14
                   Overseas indicator                    15
                   Terminating NPA                       16
                   Terminating number                    17
                   Connect time                          18
                   Elapsed time                          19
                   WATS band or MBI                      29
                   --------------------------------------------------

                   CALL CODES: 001, 800-999


        STRUCTURE CODE 00503

                   --------------------------------------------------
                   TABLE 3-27
                   STRUCTURE CODE 00503 FIELDS

                   INFORMATION                           FIELD NUMBER
                   --------------------------------------------------
                   Record descriptor word                000
                   Hexadecimal identifier                00
                   Structure code                        0
                   Call type                             1
                   Sensor type                           2
                   Sensor identification                 3
                   Recording office type                 4
                   Recording office identification       5
                   Date of answer                        6
                   Answer indicator                      9
                   Service feature                       12
                   Originating NPA                       13
                   Originating number                    14
                   Connect time                          18
                   Elapsed time                          19
                   WATS band or MBI                      29
                   --------------------------------------------------

                   CALL CODES: 002, 800-999



--------------------------------------------------------------------------------
297-1001-830 Standard 07.03 March 1994



<PAGE>   62
3-24 Structure codes
--------------------------------------------------------------------------------

        STRUCTURE CODE 00500

                   --------------------------------------------------
                   TABLE 3-24
                   STRUCTURE CODE 00500 FIELDS

                   INFORMATION                           FIELD NUMBER
                   --------------------------------------------------
                   Record descriptor word                000
                   Hexadecimal identifier                00
                   Structure code                        0
                   Call type                             1
                   Sensor type                           2
                   Sensor identification                 3
                   Recording office type                 4
                   Recording office identification       5
                   Date of answer                        6
                   Answer indicator                      9
                   Service feature                       12
                   Originating NPA                       13
                   Originating number                    14
                   Overseas indicator                    15
                   Terminating NPA                       16
                   Terminating number                    17
                   Connect time                          18
                   Elapsed time                          19
                   --------------------------------------------------

                   CALL CODES: 005, 006, 011, 021, 088, 132, 800-999



--------------------------------------------------------------------------------
297-1001-830 Standard 07.03 March 1994

<PAGE>   63
                                                                      SCHEDULE G

                       RESIDENTIAL SERVICE LEVEL PROGRAM
                                    5/29/98

1.0      PURPOSE AND SCOPE OF DOCUMENT

This document titled "Residential Service Level Program" proposes operations
specifications for wholesale switched telecommunications services to Resellers
for resale to Multiple Dwelling Unit (MDU) projects. The network as defined in
this program shall refer to the TCG Network.

2.0      DEFINITIONS

"BUSINESS DAY" means Business Days are Monday through and including Friday and
exclude Saturdays, Sundays and the Official Holidays listed below.

"BUSY HOUR" means the continuous one-hour period of the day during which volume
of traffic is greater than during any other continuous one-hour period of the
same day.

"NETWORK" means the TCG network.

"OBJECTIVES" represent long-term goals which TCG will use reasonable efforts to
meet and may become standards in future amendments to this program.

"OFFICIAL HOLIDAYS" are the following:

                 New Year's Day            - January 1
                 Presidents Day            - Varies
                 Memorial Day              - Varies
                 Fourth (4th) of July      - July 4
                 Labor Day                 - Varies
                 Thanksgiving Day          - Varies
                 Day After Thanksgiving    - Friday/ Week Varies
                 Christmas Day             - December 25

"OPTIONS" are criteria which are desirable, but which are not required of TCG.

"ORDER ENTRY DAY" means that part of a "Business Day" up to 2:00 P.M. MST.
Orders placed after 2:00 P.M. MST are moved into and will begin to be processed
the next available Business Day.





                                       1
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                       RESIDENTIAL SERVICE LEVEL PROGRAM
                                    5/29/98

3.0      RESPONSIVENESS BY THE TCG'S CUSTOMER SERVICE CENTER (CSC)

This section provides a list of objectives related to TCG's CSC's
responsiveness.

3.1      RESPONSIVENESS OF TCG'S CSC TO NEW DN SERVICE ORDERS AND DN CHANGE
ORDERS.

The TCG CSC objective is to respond to greater than ninety five (95) percent of
all Service Orders and Change Orders placed through the Reseller's system or
equivalent, e.g. facsimile, within the same business day when the order is
placed before 2 PM MST. This measurement is calculated by dividing the total
number of New DN Service Orders and DN Change Orders opened by TCG, during a
calendar one-month period, by the total number of New DN Order and DN Change
Orders received by TCG during the same calendar one-month period, and
multiplying that factor by one hundred (100).

3.2      TRANSMISSION OF SERVICE ORDERS BY RESELLER TO THE TCG CSC

TCG requires that a New DN Service Order be received in the TCG CSC at least
three (3) Business Days in advance of the scheduled Customer Desired Due Date
("CDDD"). If a New DN Service Order is submitted to the TCG CSC on a TCG
Official Holiday, the order will be processed on the following Business Day in
the time frames set forth below.

New DN Service Orders will be handled for database entry by TCG by the end of
the Business Day, and completed by TCG within three (3) Business Days if
received before 2 P.M. MST.

New DN Service Orders will be provisioned by TCG by the end of the second full
Business Day, and completed by TCG within three (3) Business Days if received
after 2 P.M. MST.

DN Change Orders, including Disconnect Orders and Suspend Service Orders, will
be completed within one Business Day after receipt of the order. (This excludes
Move Orders for which the DN must be changed or moved to a new geographic
location, which require three (3) Business Days for 911 updates.)

An order must be received by the TCG CSC before 2:00 P.M. MST to be considered
submitted on that Business Day. Requests received after 2:00 P.M. MST will be
considered submitted on the following Business Day. Business Hours to accept
orders for New DN Service Orders and DN Change Orders are Monday through Friday
(except for the Holidays previously noted), from 6:00 A.M. to 6:00 P.M. MST.
Orders sent outside these times will be opened at the beginning of the next
Business Day.





                                       2
<PAGE>   65
                       RESIDENTIAL SERVICE LEVEL PROGRAM
                                    5/29/98

3.3      NEW DN SERVICE ORDER PROVISIONING - PERCENT OF NEW DN SERVICE ORDERS
RECEIVED BEFORE 2:00 P.M. MOUNTAIN TIME PROVISIONED BY THE END OF THE NEXT
BUSINESS DAY BY TCG'S CSC

The TCG CSC will provision ninety five (95) percent of all New DN Service
Orders submitted by Reseller before 2 P.M. MST by the end of the next Business
Day. For the purposes of this Schedule E, a Directory Number (DN)/line is
considered "provisioned" when there is dial tone present, the requested
features have been provisioned, and the following types of calls can be
completed: local, intraLATA, interLATA (long distance), local operator
services, long distance operator services, and directory assistance.
Provisioning does not include cable and pair assignments at the MDF or IDFs
which are the responsibility of Reseller. Such time frame for provisioning is
only possible for those DNs for which Reseller has previously ordered the
necessary Network (DS-1) facilities. Orders from Reseller for DNs require that
the Reseller have previously ordered the necessary network facilities. These
network DS-1s will have been ordered in a timely basis by the Reseller from
TCG, and such facilities will have been in place and tested before the ordering
of any DNs.

This measurement in this Section 3.3 is determined by dividing the total number
of New DN Service Orders provisioned in by the end of the next full Business
Day after the receipt of a New DN Service Order by 2 P.M. MST, during a
calendar one-month period, by the total number of New DN Service Orders
provisioned during the same calendar one-month period, and multiplying that
factor by one hundred (100).

3.4      NEW DN SERVICE ORDER COMPLETION - PERCENT OF NEW DN SERVICE ORDERS
RECEIVED BEFORE 2:00 P.M. MST COMPLETED IN THREE BUSINESS DAYS BY TCG'S CSC

TCG's CSC will complete ninety (90) percent of all New DN Service Orders
submitted by Reseller within three (3) Business Days of receipt of the order. A
New DN Service Order will not be considered "complete" until the new DN has
been entered into all the relevant databases: E911, CARE, LIDB, Directory
Assistance, and Directory Listing. TCG requires one (1) full Business Day to
verify that the E911 database has been updated. This period may extend to two
(2) days or longer if a longer interval is required by the relevant RBOC to
enter updates into the E911 database. RESELLER AGREES IN THE E-911 AGREEMENT
THAT THEY SHALL WITHHOLD CUSTOMER TURN UP UNTIL THE ORDER IS COMPLETED AND THE
E911 DATABASE HAS BEEN UPDATED.  (While TCG commits to provide all information
to the responsible and applicable database holders in the above-mentioned time
frames, TCG is not responsible for delays by the owner of the applicable
database in entering information into their database, except to the extent that
TCG itself is the owner or controller of the applicable database(s).) This
measurement in this Section 3.4 is calculated by dividing the total number of
New DN Service Orders completed in three (3) Business Days after the receipt of
a New DN Service





                                       3
<PAGE>   66
                       RESIDENTIAL SERVICE LEVEL PROGRAM
                                    5/29/98

Order, during a calendar one-month period, by the total number of New DN
Service Orders completed in the same calendar one-month period, and multiplying
that factor by one-hundred.

3.5      DN CHANGE ORDER COMPLETION - PERCENT COMMITMENT MET BY TCG'S CSC IN
ONE BUSINESS DAY BY TCG'S CUSTOMER SERVICE CENTER

TCG Customer Service Center will complete ninety five (95) percent or greater of
all DN Change Orders submitted by Reseller within one (1) Business Day of
receipt of the order. For the purposes of this Service Level Program, a DN
Change Order will be defined as modification to an existing DN/line, the
disconnection of a currently installed DN/line, and/or suspension of service on
a currently existing DN or line (i.e., a warm disconnect).

This measurement in this Section 3.5 is calculated by dividing the total number
of DN Change Orders completed in one (1) full Business Day after the receipt of
a DN Change Order, during a calendar one-month period, by the total number of
DN Change Orders completed in the same calendar one-month period, and
multiplying that factor by one hundred (100).

3.6      DN SERVICE ORDER AND DN CHANGE ORDER - PERCENT COMMITMENT MET BY CSC

TCG's CSC will meet ninety-five (95) percent or greater of DN Service Order and
DN Change Order commitments during a calendar one-month period. "Commitment
Met" as used in this subsection refers to TCG completing a New DN Service Order
or a DN Change Service Order by the Customer Desired Due Date (CDDD). The CDDD
is the date requested by Reseller which shall meet the criteria set forth in
Section 3.4 of this Service Level Program for New DN Service Order completion
and Section 3.5 of this program for DN Change Order completion.

This measurement in this Section 3.6 is calculated by dividing the number of
order Commitments Met in a calendar one-month period by the number of
commitments issued in the same calendar one-month period, and multiplying that
factor by one-hundred (100).

3.7      EXPEDITING A DN CHANGE ORDER

From time to time, Reseller may request to expedite a DN Change Order for a
software feature. A DN Change Order is considered expedited if the CDDD is
less than the standard one (1) Business Day for DN Change Orders. Expedited DN
Change Orders will be marked on the order accordingly with the requested
expedited date. There will be a fee for such services. TCG will have three (3)
hours from the time of transmission of the order by Reseller, to respond as to
whether or not the expedited order can be completed within the requested time
frame. HOWEVER, TCG WILL NOT BE REQUIRED TO EXPEDITE THE PROVISIONING OF A NEW
DN SERVICE ORDER IN FEWER THAN THREE (3) BUSINESS DAYS BECAUSE OF THE
REQUIREMENTS OF 3.4, I.E., UPDATING OF ANCILLARY DATABASES INCLUDING E-911.





                                       4
<PAGE>   67
                       RESIDENTIAL SERVICE LEVEL PROGRAM
                                    5/29/98

3.8      SERVICE ORDER PROVISIONING FOR NETWORK DS1S

The minimum interval for the provisioning of Network DS1s where TCG equipment
and TCG facilities are in place is four (4) weeks. Where DS1 facilities are not
available, this interval may be a minimum of six (6) weeks to twelve (12)
weeks, depending upon the circumstances. If TCG facilities are not available,
the Parties shall discuss, and mutually agree, to solutions such as Type II
service, promptly and in good faith.

3.9      SERVICE LEVEL ACCURACY

TCG's obligations regarding the accuracy of levels of service related to New DN
and Changed DN Order entry and provisioning are:

         a) during a calendar one-month period, enter and provision ninety-five
(95) percent of New DN Service Orders and DN Change Orders accurately; and

         b) during a calendar one-month period, limit inadvertent changes
applied to a DN to less than four (4) percent of DNs provisioned to Reseller
(measured as inadvertent changes as a percentage of total existing DNs).

Reseller's obligation regarding service levels related to New DN Service Orders
is:

         a) provide ninety-five (95) percent of required Customer information
accurately at the time of the New DN Service Order placement.

4.0      RESPONSIVENESS BY THE TCG'S-NATIONAL MONITORING CENTER

This section provides a list of objectives related to the NMC's responsiveness.

4.1      PERCENT CALLS ANSWERED WITHIN THIRTY (30) SECONDS BY TCG

In a calendar one-month period, TCG shall answer ninety-five (95) percent of
all repair calls within thirty (30) seconds. This measurement is calculated by
dividing the number of Repair Calls answered by a TCG service representative
within thirty (30) seconds in a calendar one-month period, by the total number
of repair calls answered in the same calendar one-month period, and multiplying
that factor by one hundred (100).





                                       5
<PAGE>   68
                       RESIDENTIAL SERVICE LEVEL PROGRAM
                                    5/29/98


4.2      PERCENT REPAIR CENTER ACCESSIBILITY

TCG shall take one hundred (100) percent of Reseller repair calls within three
(3) minutes of their placement to TCG.  This measurement is based upon the
number of calls answered as a percentage of the number of calls attempted. This
parameter is calculated by dividing the number of calls answered by TCG by the
total number of calls attempted and multiplying by 100.

4.3      PERCENT REPAIR COMMITMENTS MET

This measurement is related to the percentage of end-user repair order
commitments met by TCG. Compliance with this measurement is determined by
dividing the total Trouble Reports cleared by TCG upon the date and clock hour
time promised to Reseller, during a calendar one-month period, by the total
reports cleared during the same calendar one-month period, the factor of which
is multiplied by one hundred (100). The TCG commitment is greater than
ninety-five (95) percent repair commitments met. This measurement applies to
troubles arising from the TCG switch through to the Point of Demarcation
between the TCG and Reseller networks.

This measurement is related to the percent customer repair order commitments
met. This parameter is calculated by dividing the total customer reports
cleared (by the date and clock hour time promised to the customer that the
trouble would by cleared) by the total reports cleared and multiplying by 100.

4.4      PERCENT TROUBLE REPORTS CLEARED WITHIN 24 HOURS OF TROUBLE REPORT
RECEIPT

This measurement is related to the number of Trouble Reports cleared within
twenty-four (24) hours of receipt thereof by TCG. Compliance with this
measurement is determined by dividing the total number of Trouble Reports
cleared during a calendar one-month period within a twenty-four (24) hour
period, by the total number of Trouble Reports received during the same
calendar one-month period, and multiplying the factor by one-hundred (100).
This Measurement applies to troubles arising from the TCG switch to the Point
of Demarcation between the Reseller and TCG networks.

TCG shall exhibit greater 95 percent trouble reports during a twenty four hour
period. This applies to troubles from the TCG switch to the Point of
Demarcation.

4.5      PERCENT "OUT OF SERVICE" (OOS) TROUBLE REPORTS CLEARED IN EIGHT HOURS

This measurement is related to the Out of Service ("OOS") Trouble Reports
cleared within an eight-hour period.  Compliance with this measurement is
determined by dividing the total number of OOS Trouble Reports cleared by TCG
within eight (8) hours of their receipt by TCG, during a calendar one-month
period, by the total number of OOS Trouble Reports received during the same
calendar one-month period, and multiplying the factor by one hundred (100).





                                       6
<PAGE>   69
                       RESIDENTIAL SERVICE LEVEL PROGRAM
                                    5/29/98


This measurement is ninety-five (95) percent of OOS Trouble Reports during a
calendar one-month period cleared within eight (8) hours of receipt thereof by
TCG. This Measurement applies to OOS troubles arising from the TCG switch
through to the Point of Demarcation between the Reseller and TCG networks.

5.0      NETWORK RELIABILITY

This section provides a list of objectives related to network reliability.

5.1      LOCAL NETWORK TROUBLES PER 100 CUSTOMERS' LINES

This measurement pertains to the total number of Trouble Reports arising within
the Reseller local network. This parameter is calculated by dividing the total
local network troubles reported by Reseller to TCG in a calendar one-month
period, by the total number of Customer lines existing at the end of the same
one-month period in the relevant geographic area, and multiplying the factor by
one hundred (100). This measurement will be fewer than six (6) Trouble Reports
per one hundred (100) Reseller end-user lines during a one-month period, or,
fewer than six (6) percent of Reseller end-user lines with local network
troubles. This measurement applies to local network troubles arising from
causes between the TCG switch through to the Point of Demarcation separating
the TCG and Reseller networks.

5.2      PERCENT LOCAL NETWORK REPEATED TROUBLE REPORTS

This measurement relates to repeated local network Trouble Reports ("Repeat LN
Trouble Reports") submitted by Reseller to TCG. Compliance with this
measurement is determined by totaling the number of Trouble Reports received by
TCG in a calendar one-month period for end-user lines on which a trouble
previously existed during the previous sixty (60) days, and dividing the
foregoing total by the total local network Trouble Reports for the one-month
period in question. This measurement will be less than four (4) percent Repeat
Trouble Reports for the relevant one-month period. This measurement applies to
Found Troubles arising between the TCG switch and the Point of Demarcation
separating the Reseller and TCG networks. "Found Troubles" are TCG troubles
arising from TCG's own equipment or Network, and they do not include troubles
arising from Reseller's equipment or network exclusively.

6.0      SWITCH RELIABILITY

This section provides a list of objectives related to switch reliability.





                                       7
<PAGE>   70
                       RESIDENTIAL SERVICE LEVEL PROGRAM
                                    5/29/98


6.1      SWITCH TROUBLES PER 100 CUSTOMERS' LINES

This measurement relates to Trouble Reports arising from the TCG switch.
Compliance with this measurement is calculated by dividing the total
switch-related troubles reported by Reseller to TCG during a calendar one-month
period, by the total number of Reseller end-user lines existing at the end of
that one-month period in the relevant geographic area served by the relevant
switch, and multiplying the result by one-hundred (100). TCG's objective is
four (4) or fewer switch-related Trouble Reports per one-hundred (100) Reseller
end-user lines per calendar one-month period, or, fewer than four (4) percent
of Reseller end-user lines with switch troubles. This measurement applies to
troubles arising from the TCG switch.

6.2      PERCENT SWITCH REPEATED TROUBLE REPORTS

This is a measure of repeated Trouble Reports caused by the TCG switch ("Repeat
Switch Trouble Reports"). Compliance with this measurement is obtained by
totaling the number of the switch Trouble Reports received by TCG in a calendar
one-month period for end-user lines on which a trouble existed during the
previous sixty (60) days, and dividing the foregoing total by the total switch
Trouble Reports for the one-month period in question. TCG's objective will be
less than five (5) percent Repeat Switch Troubled Reports per calendar month.

6.3      SWITCH TROUBLE REPORTS CLEARED WITHIN A SPECIFIC TIME FRAME

TCG's objective will be to clear ninety-five (95) percent of switch-related
Trouble Reports within a twenty-four (24) hour period from the receipt thereof
by TCG.

6.4      SWITCH PERFORMANCE

TCG's switch performance objectives include:

a)       originating calls will experience blockage of less than one (1) call
         in one hundred (100) calls (P.01Grade of Service) during the busy
         hour of the day;

b)       terminating calls will experience blockage of less than or equal to
         one (1) call in one hundred (100) calls (P.01Grade of Service)
         during the busy hour of the day;

c)       blockage of access to the switch is equal to or less than .01 during
         the busy hour of the day; and

d)       dial tone in two-point-five (2.5) seconds or less.


7.0      SERVICE SURVEILLANCE MEASUREMENTS

TCG shall provide 7 days a week, 24 hours a day surveillance on the network.
This applies to troubles from the TCG switch to the Point of Demarcation. The
appropriate measurements as indicated in this section shall be reported to the
Reseller.





                                       8
<PAGE>   71
                       RESIDENTIAL SERVICE LEVEL PROGRAM
                                    5/29/98


The Reseller, as the local network provider, shall provide for 7 days a week,
24 hours a day work force dispatch upon indication from their own surveillance
and monitoring activities, or as based upon measurements from TCG. This applies
to troubles from the Point of Demarcation to and including the end user's
telephone set.

8.0      OPERATIONS/NETWORK MANAGEMENT MEASUREMENTS

TCG shall provide 24x7 surveillance of its Network from its switch to the Point
of Demarcation separating the TCG Network and the Reseller network. In the
event that TCG provides the Remote Terminal ("RT") or Digital Loop Carrier
("DLC") for the services, then TCG will monitor the Network between the TCG
switch up to and including the RT/DLC.

In the event that alarm related to any of the Network elements mentioned above
affects or has the potential to affect Reseller's ability to provide service,
TCG shall contact Reseller's NMC immediately following the alarm and, again,
immediately, when the alarm is cleared. TCG shall use reasonable efforts to
contact Reseller's NMC as soon as possible, but no later than fifteen (15)
minutes of an alarm event. Reseller shall provide TCG with a point of contact
and an escalation list for reporting such alarms.

Reseller shall endeavor to refer/assign Reseller Trouble Tickets to TCG via a
facsimile system. Upon receipt of a Trouble Ticket from Reseller, TCG shall
enter such receipt at the TCG NMC.

9.0      TESTING INTERVALS

TCG provides testing for two basic services under this Service Level Program.
These services include: 1) testing of new equipment based services, and 2)
testing of DS-1 circuits. TCG testing normally takes place prior to or on the
customer concurred due date. Such intervals may be from a week in advance to
the actual concurred due date. TCG will arrange in advance with the Reseller
for test dates for new equipment and DS1s to RT/DLCs. Typically a small number
of DNs are tested in the DLC by the Reseller prior to the initiation of new
service to a new DLC.

10.      RESELLER FORECAST OF SERVICE MEASUREMENTS

TCG's ability to provide service and continue to meet certain service levels is
based upon the timely receipt of forecasts from Reseller that project future
activity. For the purpose of meeting the required lead times to secure certain
switch hardware, Reseller agrees to provide on a monthly basis, a "rolling
forecast" that projects DN line sales and additional features at least three,
six, nine and twelve months in advance for each city.





                                       9
<PAGE>   72
                       RESIDENTIAL SERVICE LEVEL PROGRAM
                                    5/29/98


Reseller will provide TCG with advanced notice in the nine and twelve month
forecasts of Reseller's desire to offer services in rate centers outside TCG's
current rate centers. This is required to assure the timely acquisition and
implementation of trunking to the PSAPs in that rate center. This is especially
applicable if TCG does not presently have NXX codes for such future residential
locations.

11.      RESELLER'S SELECTION OF REMOTE TERMINALS/DIGITAL LOOP CARRIERS

TCG's ability to provide Telecommunications Services and continue to meet
certain service levels is based upon the use of approved Remote Terminals/
Digital Loop Carriers. If the Reseller provides the DLC/RT, TCG will provide
Reseller with a list of approved vendors whose RT/DLCs have been approved by
TCG. TCG agrees to not reasonably withhold such approvals, provided however
that the vendor's RT/DLC has met and continues to meet the guidelines set forth
by Bellcore for such products, including interfacing to TR-0000303, and is an
approved standard of TCG.

12.      ACQUISITION OF NXX CODES

TCG's ability to provide Telecommunications Services and continue to meet
certain service levels is based upon TCG's having available NXX codes or the
Reseller's advanced notice to TCG to secure new NXX codes, if TCG agrees to
such. The normal minimal interval for the acquisition of new NXX codes, when
available, is typically 100 days. TCG shall use reasonable efforts to expedite
such NXX Code requests upon the reasonable request of Reseller if required.
However, the request to expedite the implementation of an NXX code is tied to
making arrangements with the Public Safety Answering Points (PSAPs) for that
Rate Center. WHILE TCG MAY OFFER ITS WHOLESALE RESIDENTIAL SERVICES, DN
SERVICES CANNOT BE IMPLEMENTED UNTIL APPROPRIATE ARRANGEMENTS ARE MADE AND ARE
COMPLETED WITH THE SPECIFICALLY LOCATED PSAP.

13.0     REGULATORY REQUIREMENTS

Providers of local Residential Telephone Service and Certified Local Exchange
Companies have responsibilities defined by State Public Utility Commissions.
State Public Utility Commissions require certain parameters listed in this
document to be monitored and reported. Requirements for levels of service and
reports vary by state. Refer to the "Telephone Service Quality Handbook"
published by the National Association of Regulatory Utility Commissioners for
details on the requirements for each state.





                                       10
<PAGE>   73
                       RESIDENTIAL SERVICE LEVEL PROGRAM
                                    5/29/98


14.0     RESOLVING ISSUES AND PROBLEMS

In the event service levels of Telecommunications Services fall below targeted
objectives, TCG and the Reseller will mutually agree to meet monthly by phone or
in person, at a place convenient to each party, to discuss issues causing,
issues thought to be causing or issues related to such problems. In the event
monthly meetings do not resolve the issues, TCG and the Reseller agree to meet
weekly to resolve the issues. In the event weekly meetings do not resolve the
issues, TCG and the Reseller agree to meet daily by phone or in person at a time
and place mutually agreeable to resolve the issues. Such meetings will be to
outline methods and procedures to resolve the issues. The meetings will have an
agenda which is available to all parties at least a week before monthly
meetings, three days before the weekly meetings, and six hours before daily
meetings.

--end--

     



                                       11
<PAGE>   74
                         RESIDENTIAL RESELLER AGREEMENT
                           SCHEDULE H - 911 AGREEMENT



     THIS 911 AGREEMENT (hereinafter, the "Agreement") is made and entered into
as of this ______ day of _____, 1998, by and between TCG _____, a New York
general partnership registered to do business in the State of ______, with a
principal place of business at One Teleport Drive, Staten Island, New York
(hereinafter referred to as "TCG" or the "Company"), and TVMAX
TELECOMMUNICATIONS, INC., d/b/a OpTel, Inc., a Delaware business corporation
registered to do business in the State of ______, with a principal place of
business located at 1111 W. Mockingbird Lane, Suite 1000, Dallas, Texas 75247
(hereinafter referred to as "Reseller").

     The purpose of this 911 Agreement is to establish the respective duties,
rights and responsibilities of the Parties hereto with respect to the provision
of 911 services to Customers of Reseller located in the _______ residential
development located at __________________, in _________, _________, served
under and pursuant to the Residential Reseller Agreement (hereinafter,
"Residential Reseller Agreement") between the Parties, entered into on or about
the ______ day of _________, 1998.

                                  WITNESSETH:

     WHEREAS, TCG is in the business of providing telecommunications services in
certain geographic market areas; and

     WHEREAS, Reseller proposes to use certain TCG telecommunications services
to provide telecommunication services to residents of the _________________
residential development, located in ___________, ________, provisioned under
and pursuant to the Residential Reseller Agreement, into which this 911
Agreement is incorporated by reference; and

     WHEREAS, TCG has agreed to provide 911/E911 Trunking and Database
Administration Services to Reseller pursuant to the terms and conditions set
forth herein and in the Residential Reseller Agreement; and

     WHEREAS, TCG and Reseller wish to set forth terms and conditions which
will be applicable to such 911/E911 Trunking and Database Administration
Services as may be ordered and furnished from time to time as herein provided;
and

     NOW, THEREFORE, in consideration of the mutual promises, covenants and
warranties which appear hereinbelow, and intending to be legally bound thereby,
the Parties hereby agree as follows:

                            I.  DEFINITION OF TERMS



TCG Proprietary &
Confidential Information
02/05/98

<PAGE>   75
For purposes of this Agreement, the following terms shall mean:

     ADMINISTRATIVE SITE - A location for the computer hardware and software
     necessary to create and transmit end user information to the E911 database.

     AUTOMATIC LOCATION IDENTIFICATION (ALI) - an E911 feature that provides the
     name or street address or both associated with the calling party's
     telephone number (identified by ANI as defined below) to the public safety
     answering point (PSAP) for display.

     AUTOMATIC NUMBER IDENTIFICATION (ANI) - a feature that automatically
     forwards the telephone number of the calling party to the LEC E911 control
     (tandem switching) office from which it is switched to the PSAP for
     display.

     CONTROL OFFICE - The LEC central office providing tandem switching
     capabilities for E911 service calls from all end offices. It controls the
     switching of ANI information to a PSAP and also provides the Selective
     Routing Service, Speed Calling features, call transfer services and certain
     management functions for each PSAP.

     CUSTOMER NAME AND ADDRESS INFORMATION (CNA) - may include the customer
     name, customer service address and telephone numbers of an exchange
     carrier's subscribers for a particular exchange calling area. This data
     includes nonpublished listing, coin and telephone information and published
     listings as defined in the Residential Reseller Agreement.

     CUSTOMER - refers to Reseller's Customers to whom service is provided under
     and pursuant to the Residential Reseller Agreement.

     DATABASE MANAGEMENT SYSTEM (DMS) - A system of manual procedures and
     computer programs used to create, store, and update the data required by
     the RBOC or LEC in order to provide the Selective Routing Service and ALI
     features.

     EMERGENCY SERVICES - may include but are not limited to police, fire,
     ambulance, rescue and medical service.

     ENHANCED 911 SERVICE (E911) - provides completion of 911 calls via
     dedicated utilities and includes Automatic Number Identification (ANI),
     Automatic Location Identification (ALI) and/or Selective Routing Service.

     EXCHANGE - means a geographic area established for the provisioning of
     local telephone service under a local tariff.

TCG Proprietary &
Confidential Information
02/05/98
                                       2

<PAGE>   76
     It consists of one or more wire centers together with the associated 
     facilities used in providing telecommunications services within the area.

     EMERGENCY SERVICE NUMBER (ESN) -- an ESN is a Selective Routing Service
     code assigned to each telephone number in an exchange where Selective
     Routing is provided to route E911 calls to an appropriate PSAP. The ESN
     defines the set of emergency services (e.g., police, fire, PSAP and
     medical) within a particular serving area. An ESN is associated with a
     primary PSAP and possibly one or more secondary PSAPs.

     MSAG -- Master Street Address Guide.

     911 SERVICE AREA -- the geographic area in which the PSAP will respond to
     911 calls and dispatch appropriate emergency assistance.

     PUBLIC SAFETY ANSWERING POINT (PSAP) -- a communications facility operated
     or answered on a 24-hour basis, assigned responsibility by a public agency
     or county to receive 911 calls and, as appropriate, to directly dispatch
     emergency response services, or to transfer or relay emergency 911 calls to
     other public safety agencies. It is the first point of reception by a
     public safety agency of a 911 call, and serves the jurisdictions in which
     it is located and other participating jurisdictions, if any.

     RBOC OR LEC -- Regional Bell Operating Company or Incumbent Local Exchange
     Carrier, such as Southwestern Bell, GTE, etc.

     SELECTIVE ROUTING SERVICE -- a feature that provides the capability to
     selectively route a 911 call from a central office to the designated
     primary PSAP based upon the identified number of the calling party.

     SERVING CENTRAL OFFICE -- central office from which a PSAP, either primary
     or secondary, is served.

     UNIVERSAL EMERGENCY NUMBER SERVICE -- a telephone exchange communication
     service whereby a PSAP for the end user's geographic area may receive
     telephone calls dialed to the telephone number 911. The 911 Service
     includes lines and equipment necessary for transferring and dispatching
     public emergency telephone calls originated by end users within the Control
     Office area for 911 calling.

                          II. OBLIGATIONS OF RESELLER

TCG Proprietary &
Confidential Information
02/05/98 

                                       3
<PAGE>   77
 A.  At a reasonable time prior to establishment of E911 Service, Reseller
     shall provide to TCG and shall maintain all information required by TCG,
     the PSAP and the applicable RBOC or LEC to establish records necessary to
     populate the E911 ALI database management system (DMS) that provides local
     information to the PSAP. Reseller shall adopt and comply with the operating
     methods applicable to downloading and maintaining Reseller's end user
     records in the DMS, in accordance with the requirements of the PSAP and the
     RBOC or LEC or their agents.

     Reseller shall provide TCG daily updates to the CNA database.

     Reseller shall correct errors in the information provided to TCG (initial
     uploading, and subsequent updates) as soon as practicable, but no later
     than the first business day following the day the error is reported.

     Reseller shall withhold the turn-up of customer service until Reseller
     receives confirmation that the CNA data has been properly entered into the
     DMS.

B.   The provision of 911 service and the treatment of customer proprietary
     information shall be provided in accordance with state and federal law.
     Reseller acknowledges that the privacy afforded by unlisted and
     non-published service will be relinquished to the extent that the telephone
     number, the address, and the name associated with the originating station
     location are furnished to the RBOC, PSAP and TCG. Reseller consents to the
     storage and retention of Reseller's customer name, telephone number, and
     address in the data bases used for providing 911 service, and also consents
     to access to this information by the RBOC, PSAP and emergency response
     authorities for the sole purpose of responding to an emergency call.
     Reseller shall also obtain a release of any privacy rights for unlisted
     and/or nonpublished numbers from its customers.

C.   Reseller acknowledges that Customers in a single local calling area that
     may be served by different PSAPs, shall assign to its Customers NXXs that
     correlate to the RBOC or LEC assigned rate center in which the Customer
     resides and that correlate to the PSAP serving that rate center. TCG shall
     be responsible for ordering facilities from the RBOC to route calls from
     Customers to the RBOC 911 tandem identified by Reseller for its Customers.

D.   Reseller shall, to the maximum extent permitted by law, provide in its
     tariffs and contracts with Customers that relate to any telecommunications
     services provided by TCG, including the provision of 911 hereunder, that in
     no case


TCG Proprietary &
Confidential Information
02/05/98

                                       4
<PAGE>   78
   shall Reseller or any of its agents, contractors or service providers, be
   liable to any customer for (i) any loss relating to or arising out of the
   provision of service or functions, or network elements, including 911
   services, whether in contract, tort or otherwise, that exceeds the amount
   Reseller would have charged the applicable customer for the service(s) or
   functions(s) that gave rise to such loss; and (ii) any consequential
   damages. If Reseller breaches its obligation under this section, Reseller
   shall be liable to TCG for any and all losses resulting from such breach,
   including the indemnification of and/or reimbursement for losses arising
   from claims by and from Reseller's customers.

E. In accordance with the requirements of TCG's agreements with any 
   governmental or quasi-governmental authority or PSAP with jurisdiction over
   the matter, or as required by law, Reseller shall charge and collect from its
   Customers any 911 surcharge or other similar fee required to be collected for
   or in connection with the provision of 911/E911 service, and shall remit the
   surcharge or other similar fee to TCG for payment to the governmental or
   quasi-governmental authority or PSAP.

   In accordance with the requirements of TCG's agreements with any 
   governmental or quasi-governmental authority or PSAP, Reseller may be
   required to submit sworn affidavits certifying the number of active stations
   served by Reseller on the first day of the  month the fee was collected.
   Reseller shall maintain records of the fees it remits to the PSAP for at
   least two years after the date of remittance.

F. Reseller shall require and ensure that any resellers to whom services are
   provided under the Residential Reseller Agreement shall be bound by the
   terms and conditions of this 911 Obligations Agreement.

                            III. OBLIGATIONS OF TCG

A. TCG shall order from the LEC and supply to the TCG Switch the 911
   Centralized Automatic Message Accounting (CAMA) trunks ordered from TCG by
   Reseller so that Reseller can provide Enhanced 911 Emergency Service,
   including Selective Routing Service, Automatic Number Identification (ANI),
   Automatic Location Identification (ALI), to its Customers. It is understood
   and agreed by TCG and Reseller that the CAMA trunks are supplied subject to
   the provisions of the LEC's tariff as approved by the respective state
   public utility/public service commission or its equivalent.

B. TCG shall provide Customer Name and Address (CNA) data to the RBOC or
   LEC, as applicable, on behalf of Reseller for use in loading and updating
   the E911 database management system.



TCG Proprietary &
Confidential Information
02/05/98



                                       5
<PAGE>   79
   
C.   TCG shall coordinate the transmission of Reseller customer information to
     the DMS for the initial loading and updating of Reseller's customer
     information, as follows:
    

     1.   TCG shall provide format requirements for Reseller's provision of
          Customer information including telephone numbers, addresses and other
          information both for the initial load and updates;

     2.   TCG shall coordinate error resolution between Reseller and the
          RBOC/LEC relating to load and update activities when such errors are 
          brought to TCG's attention;

     3.   Convey to Reseller a description of the geographic areas and PSAPs
          served by the E911 Control Office(s), as provided to TCG by the RBOC.

     4.   Update the ALI/DMS database with information provided by Reseller
          under section II above;

     5.   Coordinate with the applicable states and/or counties and the LEC in
          the development of the Master Street Address Guide (MSAG).

E.   E911 Service information consisting of the name, address, and telephone of
     Reseller's customer base is confidential and proprietary. TCG agrees to use
     such information only for the purposes of providing services hereunder.

                               IV.  COMPENSATION

A.   The payment terms contained in the Residential Reseller Agreement apply to
     payment of the charges provided for hereunder, if any.

B.   Each NXX will reside in a single Control Office. Reseller may, at its
     option, designate that an NXX shall reside in more than one Control Office.
     In that event, Reseller shall pay TCG a one-time charge per affected
     Control Office to pay for the multiple Control Office software enhancement.

                                    V.  TERM

The term of this 911 Agreement shall be the same as that of the companion
Residential Reseller Agreement between the parties, unless terminated earlier
as herein provided.

                  VI.  LIMITATION OF LIABILITY/INDEMNIFICATION




TCG Proprietary &
Confidential Information
02/05/98



                                       6
<PAGE>   80
A.   To the extent not prohibited by law, each Party shall hold harmless, 
     indemnify and defend the other against any loss, cost, claim, injury or
     liability arising out of negligence or willful misconduct of Reseller or
     its agents or contractors in connection with its provision of information,
     facilities and services or other performance under this Agreement.

B.   Each party shall use reasonable efforts to perform its commitments under
     this Agreement; however, neither party shall be liable to the other for
     any loss, nor for defects or equipment failures, caused by conduct of the
     other party, the other party's agents, servants, contractors or others
     acting in aid or in concert with the other party.

C.   In the case of any loss, cost, claim, injury or liability arising from the
     negligence or willful misconduct of both parties, each party shall bear,
     and its obligations under Article VI shall be limited to, that portion of
     the resulting expense cause by its (including that of its agents,
     servants, contractors or others acting in aid or concert with it)
     negligence or misconduct. TCG's liability hereunder shall be limited to
     the amount paid for the affected 911 service by Reseller.

D.   Except for indemnity obligations which arise with respect to  third party
     claims, each party's liability to the other for any loss, cost, claim,
     injury, liability or expense, including reasonable attorney's fees,
     relating to or arising out of any negligent act or omission in its
     performance of this Agreement (not involving willful or wanton
     misconduct), whether in contract or in tort, shall be limited to a credit
     for the actual cost of the services or functions not performed or
     improperly performed.

E.   Neither party shall have any liability whatsoever to or through the other
     for any indirect, special, or consequential damages, including, but not
     limited to loss of anticipated profits or revenue of other economic loss
     in connection with or arising from anything said, omitted or done
     hereunder, even if the other party has been advised of the possibility of
     such damages.

F.   A Party is not liable for the accuracy and content of CNA data that the
     other Party delivers to it. Rather, the Party who delivers CNA data to the
     other Party is responsible for the accuracy and content of such data and
     the Party to whom the data is delivered is the custodian of such data and
     is responsible for maintaining the accuracy and content of that data as
     delivered.



TCG Proprietary &
Confidential Information
02/05/98                               7
                                       
<PAGE>   81
The provisions of this Section VI shall survive the termination of this
Agreement.

                                 VII. INSURANCE

The parties each shall, at their sole expense, be insured at all time during
the term of this Agreement under a comprehensive liability insurance policy
against claims for bodily and personal injury, death, and property damage
caused by or occurring in conjunction with Parties' activities hereunder. Such
insurance coverage shall be maintained under one or more policies of insurance
issued by insurance companies qualified to do business in the states where
Parties perform their duties hereunder, and shall be in amounts not less than
One Million Dollars ($1,000,000) per occurrence for bodily and personal injury
and death, Five Hundred Thousand Dollars ($500,000) per occurrence for property
damage, and Five Hundred Thousand Dollars ($500,000) per occurrence for general
liability arising out of respective Parties' conduct hereunder. The Parties
shall also provide endorsements for contractual liability. Each Party shall
provide certificates of insurance to the other, evidencing the maintenance of
such insurance, and shall endorse the insurance to ensure that the insurance
carrier shall provide written notice to the other Party not less than thirty
(30) days prior to any modification, cancellation, or non-renewal thereof.

                                 VIII. DEFAULT

 A.  CONDITIONS OF DEFAULT. Reseller and TCG understand and agree that the
     establishment and maintenance of the DMS are of the essence of this
     Agreement. The failure of Reseller to provide the necessary customer
     information to establish and maintain the database according to the
     requirements set forth within or by the, RBOC or PSAP, or the failure on
     Reseller's part to cooperate with the development and maintenance of the
     MSAG, or the non-payment of any charges due hereunder constitute a material
     default under this agreement.

     TCG's failure to perform its material obligations under this Agreement
     shall also constitute an event of default.

B.   NOTICE OF DEFAULT. Upon the determination by a party that a condition of
     default exists, the affected party shall notify the other party of the type
     and nature of the condition.

C.   CURE. Except in the event of an emergency where public health or safety
     are jeopardized, the defaulting party shall have ten (10) working days
     from the receipt of the notice of default to notify the other party of its
     exact plan to cure the default. The plan proposed must include the length
     of time required for the cure. If the proposed cure is approved by the non-


TCG Proprietary &
Confidential Information
02/05/98                               8
<PAGE>   82
      defaulting party, the defaulting party shall begin to implement the plan
      immediately. If the proposed cure is not approved by the non-defaulting
      party, the defaulting party shall have five (5) business days to modify
      the plan according to the concerns specified by the non-defaulting party.

      If the default is the failure to provide 911 service to a Customer, TCG
      may withhold the provision of telecommunications service until 911
      service is provided to the Customers.

D.    REMEDIES. Should a party not act promptly to devise a plan acceptable to
      the non-defaulting party to cure the default or be unable to cure the
      default within the time specified in Section C above, the non-defaulting
      party reserves the right to pursue all legal remedies, including but not
      limited to the following:

      1.    Termination of this agreement, and the provision of service under
            the Residential Reseller Agreement; and

      2.    Seeking a restraining order to enjoin the provision of service
            under the Residential Reseller Agreement, with notice to the
            Customer's potentially affected thereby; and

      3.    Entering into Service Agreements with the ______________ MDU owner
            or manager, or other service providers in order to maintain the
            provisioning of Universal Emergency Number Service. The defaulting
            party agrees to assist the other by providing the non-defaulting
            party with a complete list of its affected customer base and a
            signed release form within ten (10) days from the end of the cure
            period provided for in an approved cure plan as provided in
            paragraph C above.

                                  IX. NOTICES

Any notice required or permitted to be given by TCG to Reseller under this
agreement shall be mailed to Reseller certified or registered U.S. Mail,
postage prepaid, return receipt requested to the following address:

            ___________________________

            ___________________________

            ___________________________

            Attn:  ____________________

            with a copy to: ___________________________

Any notice required or permitted to be given by Reseller to TCG under this
agreement shall be mailed to TCG certified or registered

TCG Proprietary &
Confidential Information
02/05/98

                                       9

<PAGE>   83
U.S. Mail, postage paid, return receipt requested to the following address:

     TELEPORT COMMUNICATIONS GROUP
     One Teleport Drive, Suite 300
     Staten Island, New York 10311
     Attn: General Counsel

     with a copy to: Vice President/Public Markets

Any such notice delivered by United States Postal Service certified mail, or by
courier service, shall be conclusively deemed to have been served upon and
received on the date of delivery as shown on Return Receipt for Certified Mail
(PS Form 3811), or the courier service receipt.

                           X.  SUCCESSORS AND ASSIGNS

TCG and Reseller bind themselves and their successors, executors,
administrators and assigns to the other party in respect to all covenants of
this Agreement. Neither TCG or Reseller shall assign or transfer its interest
in this Agreement without the prior written consent of the other except to a
parent, affiliate or in connection with the sale of all or substantially all of
their stock or assets. Neither Party shall assign this Agreement except in
connection with the assignment of the Residential Reseller Agreement and in
accordance therewith. Any appointment by either party of an agent to perform
any of the duties specified in this agreement must have prior written approval
from the other party.

                               XI.  MODIFICATIONS

This instrument contains the entire agreement between the parties relating to
the rights herein granted and the obligations herein assumed. Any oral
representations or modifications concerning this instrument shall be of no
force or effect.

                              XII.  APPLICABLE LAW

This Agreement shall be governed and construed according to the laws of the
state in which the services are performed. Venue for any action or claim arising
out of this agreement shall be in the County in which such services are
performed.




TCG Proprietary &
Confidential Information
02/05/98                              10
<PAGE>   84


EXECUTED in quadruplicate this ___ day of __________, 1998


TCG  ________                   TVMAX TELECOMMUNICATIONS, INC.


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


















          TCG Proprietary &
          Confidential Information
          02/05/98         

                                       11
<PAGE>   85
                                                                     Page 1 of 2
                                                                         5/29/98
                                   SCHEDULE "I"                      


OpTel PBX's - Where TCG agrees not to market directly to owner in the next
twelve months from today's date 5/29/98.
                                                              

<TABLE>
<CAPTION>
Location                            Address                         City, ST                          ZIP
<S>                                 <C>                             <C>                               <C>
Camelback Pointe                    3630 Rialto Heights             Colorado Springs, CO              80907
Grand Centennial                    5225 Zachary Grove              Colorado Springs, CO              80919
Jefferson at Greenwood Plaza        7610 E Caley Ave                Englewood, CO                     80111
Jefferson at Rock Creek             1880 Enterprise St              Superior, CO                      80027
Lincoln Park                        1995 Yellowstone Dr             Napierville, IL                   60563
The Grove at Turtle Run             3615 Turtle Run Blvd            Coral Springs, FL                 30370
Village by the Bay                  3245 NE 184th St                N. Miami Beach, FL                33180
Lark Haven/Tanger Meadows           1432 Sandelwood Dr              Colorado Springs, CO              80916
Dove Tree                           255 Lionstone Dr                Colorado Springs, CO              80916
Four Horizons                       14304 E. Tennessee Ave          Aurora, CO                        80012
</TABLE>



                                   SCHEDULE I






<PAGE>   86
PBXs from ICS Acquisition                                       5/29/98

                                   SCHEDULE I                   page 2 of 2


<TABLE>
<CAPTION>
                                                                                                    CONSENTS SC
<S>  <C>                           <C>  <C>              <C>                            <C>              <C>
----------------------------------------------------------------------------------------------------------------
                                                                                                           Phone
PC          Property               St       Market                Address                    City          Units
----------------------------------------------------------------------------------------------------------------
H5   LAPRIVADA                     AZ   PHOENIX           10255 E. VIA LINDA            SCOTTSDALE          350
----------------------------------------------------------------------------------------------------------------
A6   BAYWOOD                       CA   LOS ANGELES       20900 ANZA AVE.               TORRANCE            248
----------------------------------------------------------------------------------------------------------------
CO   BISHOP COURT I                CA   SACRAMENTO        3300 CAPITOL CENTER DR.       RANCHO CORDOVA      568
----------------------------------------------------------------------------------------------------------------
JZ   BROADCAST CENTER              CA   LOS ANGELES       7660 BEVERLY BLVD.            LOS ANGELES         279
----------------------------------------------------------------------------------------------------------------
KO   CREEKSIDE/CA                  CA   LOS ANGELES       1518 PATRICIA AVE.            SIMI VALLEY         397
----------------------------------------------------------------------------------------------------------------
KC   HILLCRESTE                    CA   LOS ANGELES       1420 AMBASSADOR ST.           LOS ANGELES         315
----------------------------------------------------------------------------------------------------------------
D2   LAKEVIEW                      CA   SAN FRANCISCO     1271 LAKEVIEW CIRCLE          PITTSBURGH          132
----------------------------------------------------------------------------------------------------------------
D4   LELAND TERRACE                CA   SAN FRANCISCO     110 DIAS CIRCLE               PITTSBURGH          158
----------------------------------------------------------------------------------------------------------------
D5   LOVERIDGE TERRACE             CA   SAN FRANCISCO     500 LOVERIDGE CIRCLE          PITTSBURGH          148
----------------------------------------------------------------------------------------------------------------
KH   MALIBU CANYON                 CA   LOS ANGELES       5750 LAS VIRGENES RD          CALABASAS           698
----------------------------------------------------------------------------------------------------------------
E8   RIDGEVIEW VILLAGE             CA   LOS ANGELES       200 EAST AVENUE R             PALMDALE            224
----------------------------------------------------------------------------------------------------------------
EZ   SUNCREEK                      CA   SACRAMENTO        7769 GREENBACK LANE           CITRUS HTS.         268
----------------------------------------------------------------------------------------------------------------
F9   SUNSET COMMUNITIES            CA   LOS ANGELES       43255 NORTH 16th ST. WEST     LANCASTER           800
----------------------------------------------------------------------------------------------------------------
G1   TERRACE ORANGE                CA   ORANGE            200 CITY BLVD. WEST           ORANGE              441
----------------------------------------------------------------------------------------------------------------
JX   VALLEY VILLAGE I/CA           CA   LOS ANGELES       8250 LANKERSHIM               NORTH HOLLYWOOD     195
----------------------------------------------------------------------------------------------------------------
G9   WILLOW PASS                   CA   SAN FRANCISCO     1058 WELDON LANE WEST         PITTSBURGH          120
----------------------------------------------------------------------------------------------------------------
FK   ZINFANDEL VILLAGE             CA   SACRAMENTO        3500 DATA DR.                 RANCHO CORDOVA      364
----------------------------------------------------------------------------------------------------------------
9E   ISLAND LAKE                   FL   ORLANDO           160 ISLANDER COURT            LONGWOOD            289
----------------------------------------------------------------------------------------------------------------
I4   BERKLEY RUN                   GA   ATLANTA           5470 GLENRIDGE DR. N.E.       ATLANTA             194
----------------------------------------------------------------------------------------------------------------
HK   LEGACY COMMONS                GA   ATLANTA           4887 ASHFORD DUNWOODY RD.     ATLANTA             504
----------------------------------------------------------------------------------------------------------------
HL   LEGACY OAKS                   GA   ATLANTA           100 LEGACY OAKS CIR.          ROSWELL             270
----------------------------------------------------------------------------------------------------------------
JP   SUMMIT AT 1000 OAKS           TX   SAN ANTONIO       1550 THOUSAND OAKS BLVD.      SAN ANTONIO         224
----------------------------------------------------------------------------------------------------------------
                                                                                                         10,012
----------------------------------------------------------------------------------------------------------------
GJ   CITYSCAPE                     AZ   PHOENIX           4630 S. LAKESHORE DR.         TEMPE               214
----------------------------------------------------------------------------------------------------------------
IJ   SONTERRA AT PARADISE VALLEY   AZ   PHOENIX           17440 N. TATUM BLVD.          PHOENIX             274
----------------------------------------------------------------------------------------------------------------
JI   WILLOWICK                     AZ   PHOENIX           5120 N. 16TH STREET           PHOENIX             395
----------------------------------------------------------------------------------------------------------------
KZ   DEER VALLEY                   CA   SAN FRANCISCO     2500 DEER VALLEY RD.          SAN RAFAEL          171
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JC   TIMBER CREEK                  CO   DENVER            8899 EAST PRENTICE AVE.       GREENWOOD VLG.      210
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XS   SUMMIT VILLAGE                GA   ATLANTA           2085 ROSWELL ROAD N.E.        MARIETTA            323
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IP   SUMMIT RIVER CROSSING         IN   INDIANAPOLIS      8722 KNICKERBOCKER WAY        INDIANAPOLIS        314
----------------------------------------------------------------------------------------------------------------
                                                                                                          5,644
----------------------------------------------------------------------------------------------------------------
</TABLE>