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                                                                   EXHIBIT 10.19

THE INFORMATION BELOW MARKED (*) OR (***) HAS BEEN OMITTED PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT. THE OMITTED PORTIONS HAVE BEEN SEPARATELY
FILED WITH THE COMMISSION.

[SPRINT LOGO]

              LATERAL EXCHANGE NETWORKS INTERCONNECTION AGREEMENT


         This Agreement is made by and between Sprint Communications Company
L.P., having its principal place of business at 2002 Edmund Halley Drive,
Reston, Virginia 22091-3437 (hereinafter "Sprint"), and WorldNet Access,
(hereinafter "WNA" or "Customer") having its principal place of business at
9250 E. Costilla Avenue, Suite 400, Englewood, Colorado 80112.

                                    RECITALS

         WHEREAS, the parties desire to further the development of the Open
System Protocol Network Service Providers ("OSPNSPs") industry, the parties
will assist the industry in the development and implementation of standards and
interconnection protocols that will provide a basis for greater interconnection
to the public and global data network called "Internet" for the industry as a
whole;

         WHEREAS, the parties in furtherance of creating greater
interconnectivity throughout the industry has established operational,
technical and administrative mechanisms to ensure fair and open communications
among OSPNSPs providing a "peer relationship" for routing data packets over
their respective networks;

         WHEREAS, the parties have a requirement to exchange data traffic
between their respective networks; and

         WHEREAS, the parties have a desire to interconnect their data networks
in order to enable their respective customers to communicate with each other;

         NOW, THEREFORE, in consideration of the covenants set forth herein,
the parties hereby agree as follows:

                                  DEFINITIONS

1.       INTERNET SERVICE PROVIDERS.  It is understood that the parties to this
         Agreement provide TCP/IP or OSI public data internet working services
         to the public in one or more geographic areas, also called an Internet
         Service Provider (ISP).

2.       SHARED MEDIA PROVIDER.  A communications company such as a LEC (Local
         Exchange Carrier), CAP (Competitive Access Provider) or IXC
         (Inter-Exchange Carrier) that provides ATM, FR, SMDS, FDDI, OC3, T1 or
         T3 style communication services.

                                   AGREEMENTS

1.       NO RESTRICTIONS IN USE.  The parties agree not to restrict the use of
         their respective networks based on the subject matter of the traffic,
         subject only to applicable laws.

2.       NO LIABILITY FOR TRAFFIC.  The parties agree that they neither incur
         nor present any liability to the other party, by submitting data
         traffic to or accepting data traffic from the other party.

3.       DELIVERY OF SERVICES.  The parties agree that they will establish a
         mutually acceptable schedule for the interconnection of their
         respective networks.

4.       PROTECTION OF TRAFFIC.



WorldNet Access - LEN IX Agreement         (1 of 4)           January 27, 1997

                                  
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THE INFORMATION BELOW MARKED (*) OR (***) HAS BEEN OMITTED PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT. THE OMITTED PORTIONS HAVE BEEN SEPARATELY
FILED WITH THE COMMISSION.


         A.   NO WIRETAPPING.  No ISP shall monitor or capture the contents of
         any data or other traffic which transit a/Sprint Interconnect
         Exchange. No ISP can wiretap the infrastructure to examine any data
         unless an appropriate legal court order is in force.  No statistical
         information itemized by ISP, by company, or by IP address can be
         supplied to any third party under any circumstances.

         B.   AGGREGATED STATISTICS.  Aggregated interface statistics on shared
         media or other packet switch media/transmission is available to
         export as long as it is not broken down by ISP. This aggregated
         statistical information can be made available to third parties but not
         unilaterally by the shared media provider or either party.  Release of
         these statistics will occur only upon the mutual agreement of the
         parties.

         C.   ORGANIZATIONAL AVAILABILITY.  Any organization which is a
         customer of an ISP has the right to request from that ISP that its
         statistical information be made available to it on whatever basis and
         in whatever detail it desires for its own internal uses.

5.       PHYSICAL CONNECTION.

         A.   CIRCUIT.  Each party will provide a connection at its own
         expense, from a location of its choice to an interconnection service
         provided by MFS, MAE-E, MAE-W or the Sprint NAP.

         B.   EQUIPMENT.  Each party will provide circuit termination and
         packet switching equipment at its end of the circuit, at its own
         expense, terminating with an interface appropriate to the exchange
         medium, which interface may be changed from time to time as the
         parties agree.

         C.   NETWORK OPERATIONS.  Each party will, at its own expense and on a
         best efforts basis, provide Network Operations Center ("NOC") support
         in cooperation with the other so as to maintain the smooth operation
         of internetwork service.

         D.   MULTIPLE CONNECTIONS.  Each party may choose to connect at more
         than one location.

6.       LIABILITY.  Neither party shall be liable to the other, except as
         stated in the next paragraph herein, for any loss, damage, liability,
         claim or expense arising out of or in relation to this agreement,
         however caused, whether grounded in contract, tort (including
         negligence) or strict liability. In no event shall either party be
         liable for any incidental or consequential damages arising out of or
         in relation to this agreement.

7.       INDEMNITY.  Each party shall indemnify and hold the other party
         harmless from and against any loss, damage, liability, claim or
         expense, whether actual or alleged, which results from a claim or
         claims asserted by unrelated third parties concerning an action or
         omission of such party with respect to its actions under this
         Agreement. Each party's maximum liability under this provision shall
         not exceed $50,000 in the aggregate for all claims, losses, expenses
         or damages.

8.       INSURANCE.  Each party is responsible for assessing its own need for
         property, casualty and liability insurance each shall obtain such
         insurance as each sees fit. Each party shall bear the risk of loss to
         its own equipment and agrees not to make any claims against the other
         for any property loss or assign that right to any third party.

9.       CONFIDENTIAL INFORMATION.  No confidential or proprietary information
         is protected or implied by this Agreement, and the parties are not
         responsible to one another for any confidential information which may
         be inadvertently transmitted over the networks.

10.      SPECIAL ISSUES.

         A.     CONNECTION SPEED.  Customer and Sprint will connect their
         respective networks at a minimum of DS-3 at MAE-East, MAE-West, NY NAP
         and Palo Alto Internet Exchange.

   
         B.     CHARGES.  By agreeing to become a Lateral Exchange Network,
         Customer will pay Sprint a Monthly Recurring charge of (*) and a
         non-recurring set up fee of (*)      
    



WorldNet Access - LEN IX Agreement         (2 of 4)            January 27, 1997
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         C.     JOINT PRESS RELEASE.  Any announcement of this Agreement must
         be mutually agreed upon by both parties including the wording of any
         announcement to third parties/press, the press release(s) and the
         timing of the press release(s).

         D.     REGULATORY APPROVAL.  The parties acknowledge that this
         Agreement, and any or all of the terms hereof, may become subject to
         regulatory approval by various local, state or federal agencies.
         Should such approval be required from time to time, or at any time,
         the parties shall cooperate, to the extent reasonable and lawful, in
         providing such information as is necessary to complete any required
         filing. Notwithstanding the above, Section 4 "Protection of Traffic"
         shall remain in full force and effect.

         E.     NETWORK OPERATIONS.  The parties agree to define operating
         procedures for providing reliable service to the customers of each
         party, and for resolving customer difficulties encountered on the
         interconnected services. Each party will use its best efforts to
         repair any reported and actual outages within four (4) hours of notice
         of any outage.

         F.     PERFORMANCE EXPECTATIONS.  Sprint will provide connectivity at
         the Network/IP level only. Connectivity is defined as: The ability of
         the Sprint NOC to ICMP Ping across the physical media of the exchange
         point service provider to the other party's exchange point resident
         router's interface.

         Physical layer (FDDI, LAN, ATM, etc.) connectivity to the exchange
         point is the independent responsibility of each party and the exchange
         point service provider.

         G.      EACH PARTY'S SERVICE FEES.  Each party will independently
         establish the charges to its customers for the services provided under
         this Agreement.

         H.      FORCE MAJEURE.

         (1)  Neither party shall be responsible for delay in performance of
         support services hereunder due to any occurrence commonly known as
         force majeure, including without limitation, acts of God, any
         governmental body (de jure or de facto) or public enemy, riots,
         embargoes, strikes or other concerted acts of workmen (whether of the
         parties or others), casualties or accidents, deliveries or
         transportation and shortage of cars, trucks, fuel, power, labor or
         materials, or any other causes, circumstances or contingencies within
         or without the United States of America, whether of a similar or
         dissimilar nature to the foregoing, beyond the parties control, which
         prevent or hinder the performance by the parties of any of its
         obligations hereunder.

         (2)  The parties shall give each other notice in the event of any one
         or more of the foregoing occurrences.  Upon such notice, the parties
         may cancel or delay performance hereunder for so long as such
         performance is delayed by such occurrence or occurrences and in such
         event the parties shall have no liability to each other.

         H.     RELATIONSHIP OF THE PARTIES.  This Agreement does not establish
         a partnership or joint venture between Sprint and WorldNet Access.

11.      TERM AND TERMINATION.  The duration of this Agreement is for one (1)
         year and may be extended as the parties agree. A party may terminate
         its responsibilities under this Agreement by giving the other party
         sixty (60) prior written notice, or other notice period by mutual
         agreement of the parties.

12.      ASSIGNMENT.  Either party may transfer or assign its rights or
         obligations under this Agreement or transfer by way of merger,
         consolidation, sale of all or substantially all of its assets without
         the prior written consent of the other party, and

13.      SEVERABILITY.  If any provision of this Agreement is held by a court of
         competent jurisdiction contrary to law, the remaining provisions of
         this Agreement will remain in full force and effect.

14.      NON-EXCLUSIVITY.  Nothing in this Agreement shall be construed to
         prohibit or restrain the entry by either party into any separate
         contract or agreement with any other Participant or third party on any
         terms. Other than those contained explicitly in this Agreement, no
         representations are made by or among the parties. No agency status is
         created among the parties.



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15.      NO THIRD PARTY BENEFICIARIES.  Nothing contained in this Agreement
         shall be deemed to confer any rights in any party not a signatory to
         this Agreement.

16.      ENTIRE AGREEMENT.  This Agreement represents the complete Agreement and
         understanding of the parties with respect to the subject matter herein,
         and supersedes any other agreement or understanding, written or oral.
         This Agreement may be modified only in writing signed by both parties.

17.      DISPUTES.  Any dispute arising out of or relating to this Agreement
         that is not resolved within 30 days after notice of the dispute is
         given shall be finally settled by arbitration conducted expeditiously
         in accordance with the rules of the American Arbitration Association.
         The arbitration shall be governed by the United States Arbitration Act,
         9 U.S.C. Section 1, et seq., and judgment upon the award rendered by
         the arbitrator(s) may be entered by any court with jurisdiction. The
         location of the arbitration shall be the Kansas City, Missouri
         metropolitan area. The arbitrators are not empowered to award damages
         in excess of compensatory damages, and each party waives any damages in
         excess of compensatory damage.

18.      CONNECTIVITY TO EXCHANGE POINTS.  The parties reserve the right to add,
         move or change the interconnection points at which they are present by
         giving the other party sixty (60) days prior written notice of such
         change, or other notice period by mutual agreement of the parties.

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by
their duly authorized respective representatives as of the last date set forth
below:

ACCEPTED AND AGREED TO:

SPRINT COMMUNICATIONS COMPANY L.P.         WORLDNET ACCESS

/s/ PAUL GRAY                              /s/ CHRIS DEMARCHE
----------------------------------         -------------------------------------
Authorized Signature                       Authorized Signature

   Paul Gray, Regional Director                 Chris DeMarche
----------------------------------         -------------------------------------
Name and Title (Please type or print)      Name and Title (Please type or print)

             2/3/97                                1/29/97
----------------------------------         -------------------------------------
Date                                       Date




WorldNet Access - LEN IX Agreement   (4 of 4)                   January 27, 1997