BIRCH TELECOM INC /MO
EXHIBIT 10.33
<DOCUMENT>
<TYPE>EX-10.33
<SEQUENCE>5
<FILENAME>ex-10_33.txt
<DESCRIPTION>EXHIBIT 10.33
<TEXT>

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                                        GENERAL TERMS AND CONDITIONS-SBC-13STATE
                                                                   PAGE 1 OF 98
                                           SBC-13STATE/BIRCH TELECOM OF OKLAHOMA
                                                                          120799

                                                                   EXHIBIT 10.33

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



                                  BY AND AMONG



                        ILLINOIS BELL TELEPHONE COMPANY,
                  INDIANA BELL TELEPHONE COMPANY INCORPORATED,
                        MICHIGAN BELL TELEPHONE COMPANY,
                         NEVADA BELL TELEPHONE COMPANY,
                        THE OHIO BELL TELEPHONE COMPANY,
                         PACIFIC BELL TELEPHONE COMPANY,
                   THE SOUTHERN NEW ENGLAND TELEPHONE COMPANY,
                      SOUTHWESTERN BELL TELEPHONE COMPANY,
                      WISCONSIN BELL, INC. D/B/A AMERITECH
                                   WISCONSIN

                                       AND

                         BIRCH TELECOM OF OKLAHOMA, INC.


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                                        GENERAL TERMS AND CONDITIONS-SBC-13STATE
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                                TABLE OF CONTENTS

<TABLE>
<S>    <C>                                                                                                   <C>

1.     DEFINITIONS............................................................................................6

2.     INTERPRETATION, CONSTRUCTION AND SEVERABILITY.........................................................27

3.     NOTICE OF CHANGES -- SECTION 251(C)(5)................................................................32

4.     GENERAL RESPONSIBILITIES OF THE PARTIES...............................................................32

5.     EFFECTIVE DATE, TERM, AND TERMINATION.................................................................35

6.     FRAUD.................................................................................................38

7.     DEPOSITS (SBC-12STATE)................................................................................39

8.     BILLING AND PAYMENT OF CHARGES........................................................................42

9.     NONPAYMENT AND PROCEDURES FOR DISCONNECTION...........................................................48

10.    DISPUTE RESOLUTION....................................................................................53

11.    AUDITS -APPLICABLE IN SBC-12STATEONLY.................................................................57

12.    DISCLAIMER OF REPRESENTATIONS AND WARRANTIES..........................................................60

13.    LIMITATION OF LIABILITY...............................................................................60

14.    INDEMNITY.............................................................................................62

15.    REMEDIES..............................................................................................67

16.    INTELLECTUAL PROPERTY.................................................................................67

17.    NOTICES...............................................................................................68

18.    PUBLICITY AND USE OF TRADEMARKS OR SERVICE MARKS......................................................71

19.    NO LICENSE............................................................................................71

20.    CONFIDENTIALITY.......................................................................................71

21.    INTERVENING LAW.......................................................................................77

22.    GOVERNING LAW.........................................................................................77

23.    REGULATORY APPROVAL...................................................................................78

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24.    CHANGES IN END USER LOCAL EXCHANGE SERVICE PROVIDER SELECTION.........................................78

25.    COMPLIANCE AND CERTIFICATION..........................................................................79

26.    LAW ENFORCEMENT.......................................................................................79

27.    RELATIONSHIP OF THE PARTIES/INDEPENDENT CONTRACTOR....................................................81

28.    NO THIRD PARTY BENEFICIARIES; DISCLAIMER OF AGENCY....................................................81

29.    ASSIGNMENT............................................................................................81

30.    DELEGATION TO AFFILIATE...............................................................................82

31.    SUBCONTRACTING........................................................................................83

32.    HAZARDOUS SUBSTANCES AND RESPONSIBILITY FOR ENVIRONMENTAL CONTAMINATION...............................83

33.    FORCE MAJEURE.........................................................................................84

34.    TAXES.................................................................................................85

35.    NON-WAIVER............................................................................................88

36.    NETWORK MAINTENANCE AND MANAGEMENT....................................................................89

37.    SIGNALING.............................................................................................90

38.    TRANSMISSION OF TRAFFIC TO THIRD PARTIES..............................................................90

39.    CUSTOMER INQUIRIES....................................................................................90

40.    EXPENSES..............................................................................................91

41.    CONFLICT OF INTEREST..................................................................................91

42.    SURVIVAL..............................................................................................91

43.    SCOPE OF AGREEMENT....................................................................................92

44.    AMENDMENTS AND MODIFICATIONS..........................................................................92

45.    APPENDICES INCORPORATED BY REFERENCE..................................................................92

46.    AUTHORITY.............................................................................................96

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47.    COUNTERPARTS..........................................................................................96

48.    ENTIRE AGREEMENT......................................................................................97
</TABLE>


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                                        GENERAL TERMS AND CONDITIONS-SBC-13STATE
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           INTERCONNECTION AGREEMENT UNDER SECTIONS 251 AND 252 OF THE
                         TELECOMMUNICATIONS ACT OF 1996

         This Interconnection Agreement under Sections 251 and 252 of the
         Telecommunications Act of 1996 (THE AGREEMENT), is dated as of
         January 27, 2000 by and among SBC Communications Inc. covering
         ILLINOIS BELL TELEPHONE, INDIANA BELL TELEPHONE COMPANY INCORPORATED,
         MICHIGAN BELL TELEPHONE COMPANY, NEVADA BELL TELEPHONE COMPANY (A
         NEVADA CORPORATION), THE OHIO BELL TELEPHONE COMPANY, PACIFIC BELL
         TELEPHONE COMPANY (A CALIFORNIA CORPORATION), THE SOUTHERN NEW ENGLAND
         TELEPHONE COMPANY (A CONNECTICUT CORPORATION) AND SOUTHWESTERN BELL
         TELEPHONE COMPANY (A MISSOURI CORPORATION), WISCONSIN BELL, INC. D/B/A
         AMERITECH WISCONSIN, and, Birch Telecom of Oklahoma, Inc. (CLEC), (a
         Delaware corporation), shall apply to the state(s) of Oklahoma.

         WHEREAS, CLEC represents that it is, or intends to become, a provider
         of Telephone Exchange Service to residential and business End Users
         offered exclusively over its own Telephone Exchange Service facilities
         or predominantly over its own Telephone Exchange Service facilities in
         combination with the use of unbundled Network Elements purchased from
         other entity(ies) and the resale of Telecommunications Services of
         other carriers.

         WHEREAS, the Parties want to Interconnect their networks at mutually
         agreed upon points of interconnection to provide, directly or
         indirectly, Telephone Exchange Services and Exchange Access to
         residential and business End Users over their respective Telephone
         Exchange Service facilities in the states which are subject to this
         Agreement; and

         WHEREAS, the Parties are entering into this Agreement to set forth the
         respective obligations of the Parties and the terms and conditions
         under which the Parties will Interconnect their networks and facilities
         and provide to each other services as required by the
         Telecommunications Act of 1996 as specifically set forth herein; and

         WHEREAS, for purposes of this Agreement, CLEC intends to operate where
         ILLINOIS BELL TELEPHONE, INDIANA BELL TELEPHONE COMPANY INCORPORATED,
         MICHIGAN BELL TELEPHONE COMPANY, NEVADA BELL TELEPHONE COMPANY (A
         NEVADA CORPORATION), THE OHIO BELL TELEPHONE COMPANY, PACIFIC BELL
         TELEPHONE COMPANY (A CALIFORNIA CORPORATION), THE SOUTHERN NEW ENGLAND
         TELEPHONE COMPANY (A CONNECTICUT CORPORATION) AND SOUTHWESTERN BELL
         TELEPHONE COMPANY (A MISSOURI CORPORATION), WISCONSIN BELL, INC. D/B/A
         AMERITECH WISCONSIN are the incumbent Local Exchange Carrier(s) and
         CLEC, a competitive Local Exchange Carrier, has or, prior to the
         provisioning of any Interconnection, access to unbundled Network
         Elements, Telecommunications Services or any other functions,
         facilities, products or services


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         hereunder, will have been granted authority to provide certain local
         Telephone Exchange Services in the foregoing ILEC Service areas by the
         appropriate State Commission(s);

         NOW, THEREFORE, the Parties hereby agree as follows:

         This Agreement is composed of General Terms and Conditions, which are
         set forth below, together with certain Appendices, Schedules, Exhibits
         and Addenda which immediately follow this Agreement, all of which are
         hereby incorporated in this Agreement by this reference and constitute
         a part of this Agreement.

                          GENERAL TERMS AND CONDITIONS

1.      DEFINITIONS

         [1] Capitalized Terms used in this Agreement shall have the respective
         meanings specified below in, Section 1.x of each Appendix attached
         hereto, and/or as defined elsewhere in this Agreement.

         1.1      GENERAL DEFINITIONS

                  1.1.1    "A-LINK" means a diverse pair of facilities
                           connecting local end office switching centers with
                           Signaling Transfer Points.

                  1.1.2    "ACT" means the Communications Act of 1934 [47 U.S.C.
                           153(R)], as amended by the Telecommunications Act of
                           1996, Public Law 104-104, 110 Stat. 56 (1996)
                           codified throughout 47 U.S.C.

                  1.1.3    "ACCESS COMPENSATION" is the compensation paid by one
                           Party to the other Party for the
                           origination/termination of intraLATA toll calls
                           to/from its End User. Access compensation is in
                           accordance with the LEC's tariffed access rates.

                  1.1.4    "ACCESS SERVICE REQUEST" (ASR) is an industry
                           standard form used by the Parties to add, establish,
                           change or disconnect trunks for the purposes of
                           Interconnection.

                  1.1.5    "ADVANCED SERVICES" means intrastate or interstate
                           wireline Telecommunications Services, such as ADSL,
                           IDSL, xDSL, Frame Relay, Cell Relay and VPOP-Dial
                           Access Service (an SBC Frame Relay-based service)
                           that rely on packetized technology and have the
                           capability of supporting transmissions speeds of at
                           least 56 kilobits per second in both directions. This
                           definition of Advanced Services does not include:

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                  1.1.5.1  Data services that are not primarily based on
                           packetized technology, such as ISDN,

                  1.1.5.2  x.25-based and x.75-based packet technologies, or

                  1.1.5.3  Circuit switched services (such as circuit switched
                           voice grade service) regardless of the technology,
                           protocols or speeds used for the transmission of such
                           services.

         1.1.6    "AFFILIATE" is As Defined in the Act.

         1.1.7    "ALTERNATE BILLING SERVICE (ABS)" means a service that allows
                  End Users to bill calls to accounts that may not be associated
                  with the originating line. There are three types of ABS calls:
                  calling card, collect and third number billed calls.

         1.1.8    AM-IL - As used herein, AM-IL means the applicable SBC owned
                  ILEC doing business in Illinois.

         1.1.9    AM-IN - As used herein, AM-IN means the applicable SBC owned
                  ILEC doing business in Indiana.

         1.1.10   AM-MI - As used herein, AM-MI means the applicable SBC owned
                  doing business in Michigan.

         1.1.11   AM-OH - As used herein, AM-OH means the applicable SBC owned
                  ILEC doing business in Ohio.

         1.1.12   AM-WI - As used herein, AM-WI means the applicable SBC owned
                  ILEC doing business in Wisconsin.

         1.1.13   "APPLICABLE LAW" means all laws, statutes, common law,
                  regulations, ordinances, codes, rules, guidelines, orders,
                  permits, tariffs and approvals, including those relating to
                  the environment or health and safety, of any Governmental
                  Authority that apply to the Parties or the subject matter of
                  this Agreement.

         1.1.14   "AS DEFINED IN THE ACT" means as specifically defined by the
                  Act.

         1.1.15   "AS DESCRIBED IN THE ACT" means as described in or required by
                  the Act.

         1.1.16   "AUTOMATED MESSAGE ACCOUNTING" (AMA) is a structure inherent
                  in switch technology that initially records Telecommunication
                  message


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                  information. AMA format is contained in the Automated Message
                  Accounting document published by Telcordia (formerly known as
                  Bellcore) as GR-1100-CORE, which defines and amends the
                  industry standard for message recording.

         1.1.17   "BILLED NUMBER SCREENING (BNS)" means a validation of toll
                  billing exception (TBE) data and performance of public
                  telephone checks; i.e., determining if a billed line is a
                  public (including those classified as semi-public) telephone
                  number.

         1.1.18   "BONA FIDE REQUEST" (BFR) is the process described in the
                  applicable Appendix UNE.

         1.1.19   "BUSINESS DAY" means Monday through Friday, excluding holidays
                  on which the applicable SBC ILEC does not provision new retail
                  services and products.

         1.1.20   "BUSY LINE VERIFICATION" (BLV) means a service whereby an End
                  User requests an operator to confirm the busy status of a
                  line.

         1.1.21   "CABS" means the Carrier Access Billing System.

         1.1.22   "CALLING CARD SERVICE" means a service that enables a calling
                  End User to bill a telephone call to a calling card number
                  with or without the help of an operator.

         1.1.23   "CALLING NAME DATABASE" means a Party's database containing
                  current Calling Name Information, including the Calling Name
                  Information of any telecommunications company participating in
                  that Party's Calling Name Database. A Calling Name Database
                  may be part of, or separate from, a LIDB.

         1.1.24   "CALLING NAME DELIVERY SERVICE (CNDS)" means a service that
                  enables a terminating End User to identify the calling party
                  by a displayed name before a call is answered. The calling
                  party's name is retrieved from a Calling Name Database and
                  delivered to the End User's premise between the first and
                  second ring for display on compatible End User premises
                  equipment.

         1.1.25   "CALLING NAME INFORMATION" means a Telecommunications
                  Carrier's records of its End Users names associated with one
                  or more assigned ten-digit telephone numbers.


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                                        GENERAL TERMS AND CONDITIONS-SBC-13STATE
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         1.1.26   "CALLING NUMBER DELIVERY" means a feature that enables an End
                  User to view the directory number of the calling party on a
                  display unit.


         1.1.27   "CALLING PARTY NUMBER" (CPN) means a Signaling System 7 "SS7"
                  parameter whereby the ten (10) digit number of the calling
                  Party is forwarded from the End Office.

         1.1.28   "CENTRALIZED MESSAGE DISTRIBUTION SYSTEM" (CMDS) means the
                  transport system that LECs use to exchange outcollect and
                  Carrier Access Billing System "CABS" access messages among
                  each other and other Parties connected to CMDS.

         1.1.29   "CENTRAL OFFICE SWITCH" (CENTRAL OFFICE) is a switching entity
                  within the public switched telecommunications network,
                  including but not limited to:

                  1.1.29.1 "END OFFICE SWITCH" OR "END OFFICE" is a switching
                           machine that directly terminates traffic to and
                           receives traffic from purchasers of local exchange
                           services. An End Office Switch does not include a
                           PBX.

                  1.1.29.2 "TANDEM OFFICE SWITCH"OR "TANDEM(S)" are used to
                           connect and switch trunk circuits between and among
                           other Central Office Switches. A Tandem Switch does
                           not include a PBX.

         1.1.30   "CNAM QUERY" means a LIDB Service Application that allows CLEC
                  to query a Calling Name Database for Calling Name Information
                  in order to deliver that information to CLEC's local CNDS
                  subscribers.

         1.1.31   "CNAM QUERY RATE" means a rate that applies to each CNAM Query
                  received at the SCP where the Calling Name Database resides.

         1.1.32   "COLLOCATION" is As Described in the Act. Terms related to
                  collocation are defined in the applicable Appendix Collocation
                  or applicable collocation tariff, as appropriate.

         1.1.33   "COMMERCIAL MOBILE RADIO SERVICES" (CMRS) means Commercial
                  Mobile Radio Service, As Defined in the Act and FCC rules.

         1.1.34   "COMMISSION" means the applicable State agency with regulatory
                  authority over Telecommunications. Unless the context
                  otherwise requires,


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                  use of the term "COMMISSIONS" means all of the thirteen
                  agencies listed in this Section. The following is a list of
                  the appropriate State agencies:

                  1.1.34.1 THE ARKANSAS PUBLIC SERVICE COMMISSION (AR-PSC);
                  1.1.34.2 THE PUBLIC UTILITIES COMMISSION OF THE STATE OF
                           CALIFORNIA (CA-PUC);
                  1.1.34.3 THE CONNECTICUT DEPARTMENT OF PUBLIC UTILITY CONTROL
                           (CT-DPUC);
                  1.1.34.4 THE ILLINOIS COMMERCE COMMISSION (IL-CC);
                  1.1.34.5 THE INDIANA UTILITIES REGULATORY COMMISSION (IN-URC);
                  1.1.34.6 THE KANSAS CORPORATION COMMISSION (KS-CC);
                  1.1.34.7 THE MICHIGAN PUBLIC SERVICE COMMISSION (MI-PSC);
                  1.1.34.8 THE MISSOURI PUBLIC SERVICE COMMISSION (MO-PSC);
                  1.1.34.9 THE PUBLIC UTILITIES COMMISSION OF NEVADA (NV-PUC);
                  1.1.34.10 THE PUBLIC UTILITIES COMMISSION OF OHIO (PUC-OH);
                  1.1.34.11 THE OKLAHOMA CORPORATION COMMISSION (OK-CC);
                  1.1.34.12 THE PUBLIC UTILITY COMMISSION OF TEXAS (PUC-TX); AND
                  1.1.34.13 THE PUBLIC SERVICE COMMISSION OF WISCONSIN (PSC-WI)

         1.1.35   "COMMON CHANNEL SIGNALING" (CCS) means an out-of-band,
                  packet-switched, signaling network used to transport
                  supervision signals, control signals, and data messages. It is
                  a special network, fully separate from the transmission path
                  of the public switched network. Unless otherwise agreed by the
                  Parties, the CCS protocol used by the Parties shall be SS7.

         1.1.36   "COMMON LANGUAGE LOCATION IDENTIFIER" (CLLI) codes provide a
                  unique 11-character representation of a network
                  interconnection point. The first 8 characters identify the
                  city, state and building location, while the last 3 characters
                  identify the network component.

         1.1.37   "CONSEQUENTIAL DAMAGES" means Losses claimed to have resulted
                  from any indirect, incidental, reliance, special,
                  consequential, punitive, exemplary, multiple or any other
                  Loss, including damages claimed to have resulted from harm to
                  business, loss of anticipated revenues, savings, or profits,
                  or other economic Loss claimed to have been suffered not
                  measured by the prevailing Party's actual damages, and
                  regardless of whether the Parties knew or had been advised of
                  the possibility that such damages could result in connection
                  with or arising from anything said, omitted, or done hereunder
                  or related hereto, including willful acts or omissions.


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         1.1.38   "CUSTOMER USAGE DATA" means the Telecommunications Services
                  usage data of a CLEC End User measured in minutes, sub-minute
                  increments, message units, or otherwise, that is recorded by
                  SBC-13STATE and forwarded to CLEC.

         1.1.39   "CUSTOM LOCAL AREA SIGNALING SERVICE FEATURES" (CLASS
                  FEATURES) means certain Common Channel Signaling based
                  features available to End Users, including: Automatic Call
                  Back; Call Trace; Distinctive Ringing/Call Waiting; Selective
                  Call Forward; and Selective Call Rejection.

         1.1.40   "END USERS" means a third-party residence or business that
                  subscribes to Telecommunications Services provided by any of
                  the Parties at retail. As used herein, the term "End Users"
                  does not include any of the Parties to this Agreement with
                  respect to any item or service obtained under this Agreement.

         1.1.41   "CUSTOMER NAME AND ADDRESS INFORMATION" (CNA) means the name,
                  service address and telephone numbers of a Party's End Users
                  for a particular Exchange Area. CNA includes nonpublished
                  listings, coin telephone information and published listings.

         1.1.42   "DELAYING EVENT" means (a) any failure of a Party to perform
                  any of its obligations set forth in this Agreement, caused in
                  whole or in part by:

                  1.1.42.1 the failure of the other Party to perform any of its
                           obligations set forth in this Agreement, including
                           but not limited to a Party's failure to provide the
                           other Party with accurate and complete Service
                           Orders;

                  1.1.42.2 any delay, act or failure to act by the other Party
                           or its End User, agent or subcontractor; or

                  1.1.42.3 any Force Majeure Event.

         1.1.43   "DIALING PARITY" is As Defined in the Act. As used in this
                  Agreement, Dialing Parity refers to both Local Dialing Parity
                  and Toll Dialing Parity.

         1.1.44   "DIGITAL SIGNAL LEVEL" is one of several transmission rates in
                  the time-division multiplex hierarchy.

                  1.1.44.1 "DIGITAL SIGNAL LEVEL 0" (DS-0) is the 64 Kbps
                           zero-level signal in the time-division multiplex
                           hierarchy.


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                  1.1.44.2 "DIGITAL SIGNAL LEVEL 1" (DS-1) is the 1.544 Mbps
                           first-level signal in the time-division multiplex
                           hierarchy.

                  1.1.44.3 "DIGITAL SIGNAL LEVEL 3" (DS-3) is the 44.736 Mbps
                           third-level signal in the time-division multiplex
                           hierarchy.

         1.1.45   "DIGITAL SUBSCRIBER LINE" (DSL) is as defined in the
                  applicable Appendix DSL and/or the applicable tariff, as
                  appropriate.

         1.1.46   "ELECTRONIC FILE TRANSFER" is any system or process that
                  utilizes an electronic format and protocol to send or receive
                  data files.

         1.1.47   "ENHANCED SERVICE PROVIDER" (ESP) is a provider of enhanced
                  services as those services are defined in 47 CFR Section
                  64.702.

         1.1.48   "EXCHANGE ACCESS" is As Defined in the Act.

         1.1.49   "EXCHANGE AREA" means an area, defined by the Commission, for
                  which a distinct local rate schedule is in effect.

         1.1.50   "EXCHANGE MESSAGE INTERFACE" (EMI) (formerly Exchange Message
                  Record - EMR) is the standard used for exchange of
                  Telecommunications message information among
                  Telecommunications Carriers for billable, non-billable,
                  sample, settlement and study data. EMI format is contained in
                  Telcordia Practice BR-010-200-010, CRIS Exchange Message
                  Record.

         1.1.51   "EXCHANGE SERVICE" means Telephone Exchange Service, As
                  Defined in the Act.

         1.1.52   "FEATURE GROUP A" (FGA) means calls either originated by, or
                  delivered to, an End User who has purchased switched access
                  FGA service from the interstate or intrastate tariffs of
                  either Party. FGA also includes, but is not limited to,
                  FGA-like services provided by either Party, where calls are
                  originated from and/or delivered to numbers which are assigned
                  to a Rate Center within one LATA but where the Party receiving
                  the call is physically located in a LATA different than the
                  LATA of the Party originating the call. The intercarrier
                  compensation mechanism as well as additional definitions for
                  FGA are specified in the appropriate Appendix FGA.

         1.1.53   "FEATURE GROUP D" (FG-D) is access available to all customers,
                  providing trunk side access to a Party's End Office Switches
                  with an

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                  associated uniform 101XXXX access code for customer's use in
                  originating and terminating communications.

         1.1.54   "FCC" means the Federal Communications Commission.

         1.1.55   "FOREIGN EXCHANGE" (FX) means a service whereby calls either
                  originated by or delivered to a customer who has purchased FX
                  service from the state or interstate tariffs of either Party.
                  FX also includes, but is not limited to, FX-like services
                  provided by either Party where calls are originated from
                  and/or delivered to numbers which are assigned to a Rate
                  Center within one local calling area but where the Party
                  receiving the call is physically located outside of that local
                  calling area. FX service can be either interLATA or intraLATA.
                  InterLATA FX, where the originating and receiving parties are
                  physically located in different LATAs, is considered
                  equivalent to FGA and the intercarrier compensation mechanism
                  is the same as FGA. IntraLATA FX, when provided by two or more
                  local exchange carriers "LECs", is considered a jointly
                  provided service and meet-point billed by those providing it
                  utilizing a mutually agreed to meet-point billing, or
                  meet-point billing like procedure.

         1.1.56   "GOVERNMENTAL AUTHORITY" means any federal, state, local,
                  foreign, or international court, government, department,
                  commission, board, bureau, agency, official, or other
                  regulatory, administrative, legislative, or judicial authority
                  with jurisdiction over the subject matter at issue.

         1.1.57   "GROUP RECORD" means information in LIDB and/or the LIDB
                  administrative system that is common to all telephone numbers
                  in an NPA-NXX or all Special Billing Numbers in an NPA-0/1XX.

         1.1.58   "INCUMBENT LOCAL EXCHANGE CARRIER" (ILEC) is As Defined in the
                  Act.

         1.1.59   "INTELLECTUAL PROPERTY" means copyrights, patents, trademarks,
                  trade secrets, mask works and all other intellectual property
                  rights.

         1.1.60   "INTEGRATED SERVICES DIGITAL NETWORK" (ISDN) means a switched
                  network service that provides end-to-end digital connectivity
                  for the simultaneous transmission of voice and data. Basic
                  Rate Interface-ISDN (BRI-ISDN) provides for a digital
                  transmission of two 64 Kbps bearer channels and one 16 Kbps
                  data channel (2B+D).

         1.1.61   "INTERCONNECTION" is As Defined in the Act.


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         1.1.62   "INTEREXCHANGE CARRIER" (IXC) means a carrier that provides,
                  directly or indirectly, interLATA or intraLATA Telephone Toll
                  Services.

         1.1.63   "INTERLATA" is As Defined in the Act.

         1.1.64   "INTERMEDIATE DISTRIBUTION FRAME" (IDF) is a second frame that
                  augments an existing Main Distribution Frame. Lines or outside
                  cables do not terminate on the IDF.

         1.1.65   "INTERNET SERVICE PROVIDER" (ISP) is an Enhanced Service
                  Provider that provides Internet Services, and is defined in
                  paragraph 341 of the FCC's First Report and Order in CC Docket
                  No. 97-158.

         1.1.66   "INTRALATA TOLL TRAFFIC" means the IntraLATA traffic between
                  two locations within one LATA where one of the locations lies
                  outside of the normal local calling area as defined by the
                  applicable Commission.

         1.1.67   "LIDB EDITOR" means an SCP tool that bypasses the LIDB
                  administrative system and provides emergency access to LIDB
                  for data administration.

         1.1.68   "LINE INFORMATION DATA BASE" (LIDB) means a
                  transaction-oriented database system that functions as a
                  centralized repository for data storage and retrieval. LIDB is
                  accessible through CCS networks. LIDB contains records
                  associated with End User line numbers and special billing
                  numbers. LIDB accepts queries from other network elements and
                  provides return result, return error, and return reject
                  responses as appropriate. Examples of information that Data
                  Owners might store in LIDB and in their Line Records are: ABS
                  Validation Data, Originating Line Number Screening (OLNS)
                  data, ZIP Code data, and Calling Name Information.

         1.1.69   "LIDB SERVICE APPLICATIONS" means the query types accepted for
                  access to LIDB information.

         1.1.70   "LINE RECORD" means information in LIDB and/or the LIDB
                  administrative system that is specific to a single telephone
                  number or Special Billing Number.

         1.1.71   "LOCAL ACCESS TRANSPORT AREA" (LATA) is As Defined in the Act.

         1.1.72   "LOCAL EXCHANGE CARRIER" (LEC) is As Defined in the Act.


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         1.1.73   "LOCAL EXCHANGE ROUTING GUIDE" (LERG) is a Telcordia Reference
                  document used by Telecommunications Carriers to identify
                  NPA-NXX routing and homing information as well as Network
                  element and equipment designations.

         1.1.74   "LOCAL CALLS", for purposes of intercarrier compensation, is
                  traffic where all calls are within the same common local and
                  common mandatory local calling area, i.e., within the same or
                  different SBC Exchange(s) that participate in the same common
                  local mandatory local calling area approved by the applicable
                  state Commission. Local Calls must actually originate and
                  actually terminate to parties physically located within the
                  same common local or common mandatory local calling area.

         1.1.75   "LOCAL NUMBER PORTABILITY" means the ability of users of
                  Telecommunications Services to retain, at the same location,
                  the presence of a previously existing telephone number(s).

         1.1.76   "LOCATION ROUTING NUMBER" (LRN) is a ten (10) digit number
                  that is assigned to the network switching elements (Central
                  Office - Host and Remotes as required) for the routing of
                  calls in the network. The first six (6) digits of the LRN will
                  be one of the assigned NPA NXX of the switching element. The
                  purpose and functionality of the last four (4) digits of the
                  LRN have not yet been defined but are passed across the
                  network to the terminating switch.

         1.1.77   "LOCAL SERVICE PROVIDER" (LSP) is the LEC that provides retail
                  local Exchange Service to an End User. The LSP may or may not
                  provide any physical network components to support the
                  provision of that End User's service.

         1.1.78   "LOSS" or "LOSSES" means any and all losses, costs (including
                  court costs), claims, damages (including fines, penalties, and
                  criminal or civil judgments and settlements), injuries,
                  liabilities and expenses (including attorneys' fees).

         1.1.79   "MECAB" refers to the Multiple Exchange Carrier Access Billing
                  document prepared by the Billing Committee of the Ordering and
                  Billing Forum "OBF", which functions under the auspices of the
                  Carrier Liaison Committee "CLC of the Alliance for
                  Telecommunications Industry Solutions "ATIS". The MECAB
                  document, published by ATIS as ATIS/OBF- MECAB- Issue 6,
                  February 1998, contains the recommended guidelines for the
                  billing of access services provided to an IXC by two or more
                  LECs, or by one LEC in two or more states within a single
                  LATA.

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         1.1.80   "MECOD" refers to the Multiple Exchange Carriers Ordering and
                  Design Guidelines for Access Services - Industry Support
                  Interface, a document developed by the Ordering/Provisioning
                  Committee of the OBF, which functions under the auspices of
                  the CLC of ATIS. The MECOD document, published by ATIS as
                  ATIS/OBF- MECAB- Issue 3, February 1993, establishes methods
                  for processing orders for access service which is to be
                  provided to an IXC by two or more telecommunications
                  providers.

         1.1.81   "MEET-POINT BILLING" (MPB) refers to the billing associated
                  with interconnection of facilities between two or more LECs
                  for the routing of traffic to and from an IXC with which one
                  of the LECs does not have a direct connection. In a multi-bill
                  environment, each Party bills the appropriate tariffed rate
                  for its portion of a jointly provided Switched Exchange Access
                  Service.

         1.1.82   "MEET-POINT TRUNKS/TRUNK GROUPS" (MPTGS) are used for the
                  joint provision of Switched Access services, pursuant to
                  Telcordia Technical References GR-394-CORE "GR-394" and
                  GR-317-CORE "GR-317". MPTGs are those between a local End
                  Office and an Access Tandem as described in FSD 20-24-0000 and
                  20-24-0300.

         1.1.83   "MULTIPLE BILL/SINGLE TARIFF" is the meet-point billing method
                  where each LEC prepares and renders its own meet point bill to
                  the IXC in accordance with its own tariff for that portion of
                  the jointly provided Switched Access Service which that LEC
                  provides. The MECAB documents refer to this method as Multiple
                  Bill/reflecting a single tariff (MM).

         1.1.84   "MUTUAL COMPENSATION" is the compensation agreed upon by the
                  Parties for those "Local Calls" that originate on one network
                  and terminate on the other network.

         1.1.85   "NETWORK DATA MOVER" (NDM) is an industry standard protocol
                  for transferring information electrically.

         1.1.86   "NETWORK ELEMENT" is As Defined in the Act.

         1.1.87   "NORTH AMERICAN NUMBERING PLAN" (NANP) A numbering
                  architecture in which every station in the NANP Area is
                  identified by a unique ten-digit address consisting of a
                  three-digit NPA code, a three digit central office code of the
                  form NXX, and a four-digit line number of the form XXXX.

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         1.1.88   "NUMBERING PLAN AREA" (NPA) also called area code. An NPA is
                  the 3-digit code that occupies the A, B, C positions in the
                  10-digit NANP format that applies throughout the NANP Area.
                  NPAs are of the form NXX, where N represents the digits 2-9
                  and X represents any digit 0-9. In the NANP, NPAs are
                  classified as either geographic or non-geographic. a)
                  Geographic NPAs are NPAs which correspond to discrete
                  geographic areas within the NANP Area. b) Non-geographic NPAs
                  are NPAs that do not correspond to discrete geographic areas,
                  but which are instead assigned for services with attributes,
                  functionalities, or requirements that transcend specific
                  geographic boundaries. The common examples are NPAs in the N00
                  format, e.g., 800.

         1.1.89   "NUMBER PORTABILITY" is As Defined in the Act.

         1.1.90   "NXX" OR "CENTRAL OFFICE CODE" is the three-digit switch
                  entity indicator that is defined by the fourth through sixth
                  digits of a 10-digit telephone number within the NANP. Each
                  NXX Code contains 10,000 station numbers.

         1.1.91   "ORDERING AND BILLING FORUM" (OBF) is a forum comprised of
                  local telephone companies and inter-exchange carriers whose
                  responsibility is to create and document Telecommunication
                  industry guidelines and standards.

         1.1.92   "ORIGINATING POINT CODE" (OPC) means a code assigned to
                  identify CLEC's system(s) that originate SS7 messages,
                  including LIDB Service Queries.

         1.1.93   "PARTY" means either CLEC or SBC use of the term "Party"
                  includes each of the ILECs that is a party to this Agreement.
                  "PARTIES" means both CLEC and SBC; use of the term "Parties"
                  includes each of the ILECs that is a party to this Agreement.

         1.1.94   "PERMANENT NUMBER PORTABILITY" (PNP) is a long term method of
                  providing LNP using LRN.

         1.1.95   "POINT OF INTERCONNECTION" (POI) is a physical location at
                  which the Parties' networks meet for the purpose of
                  establishing Interconnection. POIs include a number of
                  different technologies and technical interfaces based on the
                  Parties' mutual agreement.

         1.1.96   "PHYSICAL COLLOCATION" is as defined in applicable Appendix
                  Collocation or applicable tariff, where applicable.

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         1.1.97   "RATE CENTER AREA" means the following in each applicable
                  area:

                  1.1.97.1 SBC-AMERITECH

                         1.1.97.1.1 "Rate Center" means the specific
                                    geographic point that has been designated by
                                    a given LEC as being associated with a
                                    particular NPA-NXX code that has been
                                    assigned to the LEC for its provision of
                                    Telephone Exchange Service. The Rate Center
                                    is the finite geographic point identified by
                                    a specific V&H coordinate, which is used by
                                    that LEC to measure, for billing purposes,
                                    distance sensitive transmission services
                                    associated with the specific Rate Center.

                  1.1.97.2 NEVADA

                         1.1.97.2.1 "Rate Center" denotes the designated
                                    points, representing exchanges, (or
                                    locations outside exchange areas), between
                                    which mileage measurements are made for the
                                    application of interexchange mileage rates.
                                    Rate Centers are defined in PUC-NV tariff
                                    A6.2.7.

                  1.1.97.3 PACIFIC

                         1.1.97.3.1 "Rate Center" denotes the designated
                                    points, representing exchanges or district
                                    area (or locations outside exchange areas),
                                    between which mileage measurements are made
                                    for the application of interexchange and
                                    interdistrict mileage rates, as defined by
                                    the CA-PUC.A2, 2.1.1 Definition of Terms.

                  1.1.97.4 SNET

                         1.1.97.4.1 "Rate Center means the specific geographic
                                    point and corresponding area that have been
                                    identified by a given LEC as being
                                    associated with a particular NPA-NXX code
                                    that has been assigned to the LEC for its
                                    provision of Exchange Services.

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                  1.1.97.5 SBC-SWBT

                         1.1.97.5.1 "Rate Center" means an uniquely defined
                                    geographical location within an exchange
                                    area (or a location outside the exchange
                                    area) for which mileage measurements are
                                    determined for the application of interstate
                                    tariffs."

                  1.1.98   "RATING POINT" means the V&H coordinates associated
                           with a particular telephone number for rating
                           purposes.

                  1.1.99   "REFERENCE OF CALLS" refers to a process by which
                           calls are routed to an announcement that states the
                           new telephone number of an End User.

                  1.1.100  SBC COMMUNICATIONS INC. (SBC) means the holding
                           company which owns the following ILECs: Illinois
                           Bell Telephone Company, Indiana Bell Telephone
                           Company Incorporated, Michigan Bell Telephone
                           Company, Nevada Bell Telephone Company, The Ohio
                           Bell Telephone Company, Pacific Bell Telephone
                           Company, The Southern New England Telephone Company,
                           Southwestern Bell Telephone Company, and/or
                           Wisconsin Bell, Inc. d/b/a Ameritech Wisconsin.

                  1.1.101  SBC-AMERITECH - As used herein, SBC-AMERITECH means
                           the applicable SBC owned ILEC(s) doing business in
                           Illinois, Indiana, Michigan, Ohio, and Wisconsin.

                  1.1.102  SBC-7STATE - As used herein, SBC-7STATE means the
                           applicable SBC owned ILEC(s) doing business in
                           Arkansas, California, Kansas, Missouri, Nevada,
                           Oklahoma, and Texas.

                  1.1.103  SBC-8STATE - As used herein, SBC-8STATE means the
                           applicable SBC owned ILEC(s) doing business in
                           Arkansas, California, Connecticut, Kansas, Missouri,
                           Nevada, Oklahoma, and Texas.

                  1.1.104  SBC-10STATE - As used herein, SBC-10STATE means an
                           the applicable SBC owned ILEC(s) doing business in
                           Arkansas, Illinois, Indiana, Kansas, Michigan,
                           Missouri, Ohio, Oklahoma, Texas, and Wisconsin.

                  1.1.105  SBC-12STATE - As used herein, SBC-12STATE means the
                           applicable SBC owned ILEC(s) doing business in
                           Arkansas, California, Illinois, Indiana, Kansas,
                           Michigan, Missouri, Nevada, Ohio, Oklahoma, Texas,
                           and Wisconsin.

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                  1.1.106  SBC-13STATE - As used herein, SBC-13STATE means the
                           applicable SBC owned ILEC(s) doing business in
                           Arkansas, California, Connecticut, Illinois, Indiana,
                           Kansas, Michigan, Missouri, Nevada, Ohio, Oklahoma,
                           Texas, and Wisconsin.

                  1.1.107  "SERVICE CONTROL POINT" (SCP) is the node in the
                           common channel signaling network that accepts Queries
                           for certain Database services. The SCP is a real time
                           database system that receives Queries from service
                           platforms, performs subscriber or
                           application-specific service logic, and then sends a
                           Response back to the Query-originating platform. Such
                           service platforms can be Service Switching Points
                           (SSPs) or other network nodes capable of properly
                           formatting and launching Queries.

                  1.1.108  "SERVICE MANAGEMENT SYSTEM" (SMS) means an off-line
                           system used to access, create, modify, or update
                           information in a Database.

                  1.1.109  "SERVICE PROVIDER NUMBER PORTABILITY" (SPNP) is
                           synonymous with Permanent Number Portability "PNP".

                  1.1.110  "SERVICE SWITCHING POINT" (SSP) is a telephone
                           central office switch equipped with a Signaling
                           System 7 (SS7) interface.

                  1.1.111  "SIGNALING SYSTEM 7" (SS7) means a signaling protocol
                           used by the CCS Network.

                  1.1.112  "SIGNAL TRANSFER POINT" (STP) performs a packet
                           switching function that routes signaling messages
                           among Service Switching Points (SSP), Service Control
                           Points (SCP), Signaling Points (SP), and other STPs
                           in order to set up calls and to query databases for
                           Advanced Services.

                  1.1.113  "SLEUTH" means an off-line administration system that
                           monitors suspected occurrences of ABS-related fraud.

                  1.1.114  "SPECIAL BILLING NUMBER" SBN means a Line Record in
                           LIDB that is based on an NXX-o/1XX numbering format.
                           NXX-0/1XX numbering formats are similar to NPA-NXX
                           formats except that the fourth digit of an SBN is
                           either a zero (0) or a one (1).

                  1.1.115  "STATE ABBREVIATION" means the following:

                           1.1.115.1 "AR" means Arkansas
                           1.1.115.2 "CA" means California


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                           1.1.115.3 "CT" means Connecticut
                           1.1.115.4 "IL" means Illinois
                           1.1.115.5 "IN" means Indiana
                           1.1.115.6 "KS" means Kansas
                           1.1.115.7 "MI" means Michigan
                           1.1.115.8 "MO" means Missouri
                           1.1.115.9 "NV" means Nevada
                           1.1.115.10 "OH" means Ohio
                           1.1.115.11 "OK" means Oklahoma
                           1.1.115.12 "TX" means Texas
                           1.1.115.13 "WI" means Wisconsin

                  1.1.116  SWBT-AR - As used herein, SWBT-AR means the
                           applicable SBC owned ILEC doing business in Arkansas.

                  1.1.117  SWBT-KS - As used herein, SWBT-KS means the
                           applicable SBC owned ILEC doing business in Kansas.

                  1.1.118  SWBT-MO - As used herein, SWBT-MO means the
                           applicable SBC owned ILEC doing business in Missouri.

                  1.1.119  SWBT-OK - As used herein, SWBT-OK means the
                           applicable SBC owned ILEC doing business in Oklahoma.

                  1.1.120  SWBT-TX - As used herein, SWBT-TX means the
                           applicable SBC owned ILEC doing business in Texas.

                  1.1.121  "SWITCHED ACCESS DETAIL USAGE DATA" means a category
                           1101xx record as defined in the EMR Telecordia
                           Practice BR 010-200-010.

                  1.1.122   "SYNCHRONOUS OPTICAL NETWORK" (SONET) is an optical
                            interface standard that allows inter-networking of
                            transmission products from multiple vendors. The
                            base rate is 51.84 Mbps ("OC-1/STS-1") and higher
                            rates are direct multiples of the base rate, up to
                            13.22 Gbps.

                  1.1.123  "TAPE LOAD FACILITY" means data entry points at the
                           LIDB administrative system and/or the SCPs where LIDB
                           resides.

                  1.1.124  "TELECOMMUNICATIONS" is As Defined in the Act.

                  1.1.125  "TELECOMMUNICATIONS CARRIER" is As Defined in the
                           Act.

                  1.1.126  "TELECOMMUNICATIONS SERVICE" is As Defined in the
                           Act.

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                  1.1.127  "TELEPHONE EXCHANGE SERVICE" is As Defined in the
                           Act.

                  1.1.128  "TELEPHONE TOLL SERVICE" is As Defined in the Act.

                  1.1.129  "TOLL BILLING EXCEPTION SERVICE" (TBE) means a
                           service that allows End Users to restrict third
                           number billing or collect calls to their lines.

                  1.1.130  "TOLL FREE SERVICE" is service provided with any
                           dialing sequence that invokes toll-free, 800-like,
                           service processing, for example for illustration
                           only, 800 or 800-like services. Toll Free Service
                           includes but is not limited to calls placed to
                           800/888 NPA Service Access Codes (SAC).

                  1.1.131   "TRANSLATION TYPE" means a code in the Signaling
                            Connection Control Part (SCCP) of the SS7 signaling
                            message. Signal Transfer Points (STPs) use
                            Translation Types to identify the routing table used
                            to route a LIDB query. All LIDB queries that use the
                            same Translation Type are routed to the same LIDB
                            for a particular Line Record or, prior to number
                            portability, for a particular NPA-NXX.

                  1.1.132  "TRUNK" means a communication line between two
                           switching systems.

                  1.1.133  "WIRE CENTER" is the location of one or more local
                           switching systems. A point at which End User's loops
                           within a defined geographic area converge. Such local
                           loops may be served by one (1) or more Central Office
                           Switches within such premises.

         1.2      DEFINITIONS APPLICABLE TO (SBC-12STATE) ONLY

                  1.2.1    "DATA BASE ADMINISTRATION CENTER" (DBAC) means an
                           SBC-12STATE location where facility and
                           administrative personnel are located for
                           administering LIDB and/or Sleuth.

                  1.2.2    "DESIGNATED CENTRAL OFFICE DOCUMENT" (DOCUMENT DCO)
                           is a document that is referenced in SBC-12STATE
                           Appendix NIM. The purpose of the DCO is to document
                           the physical architectural plan for interconnection
                           and specifies the CLEC Central Offices, CLEC Routing
                           Points, Activation Dates, the POI(s) and the
                           applicable SBC-12STATE Central Offices.

                  1.2.3    "DIGITAL CROSS CONNECT PANEL" (DSX PANEL) means a
                           cross-connect bay or panel used for the termination
                           of equipment and facilities operating at digital
                           rates.

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                  1.2.4    "FIBER MEET" means an Interconnection architecture
                           method whereby the Parties physically Interconnect
                           their networks via an optical fiber interface (as
                           opposed to an electrical interface) at a mutually
                           agreed upon location, at which one Party's
                           responsibility or service begins and the other
                           Party's responsibility ends.

                  1.2.5    "INTERCONNECTION ACTIVATION DATE" is the date that
                           the construction of the joint facility
                           Interconnection arrangement has been completed, trunk
                           groups have been established, joint trunk testing is
                           completed and trunks have been mutually accepted by
                           the Parties.

                  1.2.6    "MAIN DISTRIBUTION FRAME" (MDF) is termination frame
                           for outside facility and inter-exchange office
                           equipment at the central office for DS-0 and DSL
                           services.

                  1.2.7    "PLAIN OLD TELEPHONE SERVICE" (POTS) means telephone
                           service for the transmission of human speech.

                  1.2.8    "ROUTING POINT" is a location which a LEC has
                           designated on its own network as the homing or
                           routing point for traffic inbound to Exchange Service
                           provided by the LEC which bears a certain NPA-NXX
                           designation. The Routing Point is employed to
                           calculate mileage measurements for the
                           distance-sensitive transport element charges of
                           Switched Access services. The Routing Point need not
                           be the same as the Rating Point, nor must it be
                           located within the Rate Center area, but must be in
                           the same LATA as the NPA-NXX.

         1.3      DEFINITIONS APPLICABLE TO SBC-8STATE ONLY

                  1.3.1    "ACCESSIBLE LETTERS" are correspondence used to
                           communicate pertinent information regarding
                           SBC-8STATE to the client/End User community.

                  1.3.2    "TRUNK-SIDE" refers to a Central Office Switch
                           connection that is capable of, and has been
                           programmed to treat the circuit as connecting to
                           another switching entity (for example another Central
                           Office switch). Trunk-Side connections offer those
                           transmission and signaling features appropriate for
                           the connection of switching entities and cannot be
                           used for the direct connection of ordinary telephone
                           station sets.

                  1.3.3    "PORT" is the point of interface/access connection to
                           the SNET public switched network. This may be a
                           switch line side interface or switch trunk side
                           interface.

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         1.4      DEFINITIONS APPLICABLE TO SBC-7STATE ONLY

                  1.4.1    "LINE SIDE" refers to End Office switch connections
                           that have been programmed to treat the circuit as a
                           local line connected to a terminating station (e.g.,
                           an ordinary subscriber's telephone station set, a
                           PBX, answering machine, facsimile machine or
                           computer). Line Side connections offer only those
                           transmission and signal features appropriate for a
                           connection between an End Office and such terminating
                           station.

                  1.4.2    "MID-POINT MEET" is as defined in the appropriate
                           Appendix NIM. The facility hand off point may differ
                           from the billing point of interconnection.

                  1.4.3    "SERVING WIRE CENTER" (SWC) means a Wire Center that
                           serves the area in which the other Party's or a third
                           party's Wire Center, aggregation point, point of
                           termination, or point of presence is located

                  1.4.4    "CONTROL OFFICE" means the appropriate exchange
                           carrier center or office designated as its company's
                           single point of contact for the provisioning and
                           maintenance of its portion of interconnection
                           arrangements.

                  1.4.5    "DATA INTEREXCHANGE CARRIER" (DIXC) is a process
                           designed to facilitate the reciprocal exchange of
                           voice traffic load data between the SBC-7STATE and
                           CLECs interconnecting with its network. This
                           reciprocal exchange of data enables SBC-7STATE and
                           each CLEC to have a complete view of traffic loads on
                           both ends of two-way trunk groups. The knowledge of
                           call attempt and overflow data counts on both ends of
                           a two-way trunk group enables each company to more
                           accurately estimate the offered, and thereby better
                           estimate, the required quantities of trunks.

                  1.4.6    "LOCAL INTERCONNECTION TRUNKS/TRUNK GROUPS" are used
                           for the termination of Local Exchange Traffic,
                           pursuant to Telcordia Technical Reference GR-317-CORE
                           "GR-317.

                  1.4.7    "MID-SPAN MEET" is an interconnection between two
                           LECs whereby each provides its own cable and
                           equipment up to the meet point of the cable
                           facilities. The meet point is the demarcation
                           establishing ownership of and responsibility for each
                           LEC's portion of the transmission facility.

         1.5      DEFINITIONS APPLICABLE TO SNET AND SBC-AMERITECH ONLY

                  1.5.1    "CENTRALIZED AMA" (CAMA) is an arrangement where the
                           AMA equipment is centralized in, for example, a
                           Tandem and is used by offices

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                                                                          120799


                           that do not have LAMA (Local AMA). The End Office
                           Switch must send ANI digits to the CAMA office for
                           billing a calling subscriber.

                  1.5.2    "INTER-WIRE CENTER TRANSPORT" means the transmission
                           facilities between serving wire centers.

         1.6      DEFINITIONS APPLICABLE TO SBC-AMERITECH ONLY

                  1.6.1    "AUTOMATIC ROUTE SELECTION" or "ARS" means a service
                           feature associated with a specific grouping of lines
                           that provides for automatic selection of the least
                           expensive or most appropriate transmission facility
                           for each call based on criteria programmed into the
                           system.

                  1.6.2    "CONTROL OFFICE" means the Central Office providing
                           Tandem Switching Capability for E9-1-1 calls. The
                           Control Office controls switching of ANI information
                           to the PSAP and also provides the Selective Routing
                           feature, standard speed calling features, call
                           transfer capability and certain maintenance functions
                           for each PSAP. These definitions appear to be related
                           to two different scenarios and will need to remain in
                           tact.

                  1.6.3    "ENHANCED LECLINK" is an customer access service to
                           the national distribution of billing records via
                           Telcordia's Centralized Message Distribution System
                           (CMDS).

                  1.6.4    "INTEGRATED DIGITAL LOOP CARRIER" means a subscriber
                           loop carrier system that is twenty-four (24) local
                           Loop transmission paths combined into a 1.544 Mbps
                           digital signal which integrates within the switch at
                           a DS1 level.

                  1.6.5    "LINE SIDE" refers to the switch port toward the
                           CLEC's side of the equipment.

                  1.6.6    "LOCAL LOOP TRANSMISSION", "UNBUNDLED LOCAL LOOP",
                           "LOOP" means the transmission path which extends from
                           the Network Interface Device or demarcation point at
                           an End User's premise to the Main Distribution Frame
                           or other designated frame or panel in the
                           SBC-AMERITECH Serving Wire Center.

                  1.6.7    "SWITCHED EXCHANGE ACCESS SERVICE" means the offering
                           of transmission or switching cervices to
                           Telecommunications Carriers for the purpose of the
                           origination or termination of telephone toll service.
                           Switched Exchange Access Services include: Feature
                           Group A, Feature Group B,

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                           Feature Group D, 800/888 access, and 900 access and
                           their successors or similar Switched Exchange Access
                           Services.

         1.7      DEFINITIONS APPLICABLE TO SNET ONLY

                  1.7.1    "800 SERIES" is a Telecommunications Service for
                           business or residence that allows calls to be made to
                           a specific location at no charge to the calling
                           party. Use of the "800" Service Access Code (e.g.,
                           800, 888) denotes calls that are to be billed to the
                           receiving party. A computer database in the
                           provider's network translates the 800 series number
                           into a conventional 7 or 10 digit phone number for
                           network switching and routing.

                  1.7.2    "CHARGE NUMBER" is a CCS signaling parameter that
                           refers to the number transmitted through the network
                           identifying the billing number of the calling party.

                  1.7.3    "CONNNET" is a CT packet switching network used for
                           data communication to and from hosts and databases.

                  1.7.4    "DATABASE ADMINISTRATIVE SERVICE LIDB OPERATING
                           GUIDELINES" (Operating Guidelines) means the document
                           developed by SNET that provides detailed instructions
                           as to the working parameters of SNET's provision of
                           the LIDB Administrative System to CLEC, as may be
                           updated by SNET from time to time. SNET shall provide
                           such Operating Guidelines to CLEC upon execution of
                           this Agreement.

                  1.7.5    "INITIAL BILLING COMPANY" (IBC) refers to the LEC
                           that provides Feature Group B or D services at an End
                           Office.

                  1.7.6    "LIDB/AS" means the LIDB administrative system for
                           SNET.

                  1.7.7    "LOOP" is a transmission path between the Minimum
                           Point of Presence/Entry (MPOP/E) at any End User
                           location and the Main Distribution Frame (MDF) or
                           Digital Crossconnect Bay (DSX-1) of the SNET
                           designated serving wire centers.

                  1.7.8    "SUBSEQUENT BILLING COMPANY" refers to SNET when it
                           provides a segment of transport or switching services
                           in connection with Feature Group B or D switched
                           access service. (For purposes of this Agreement, the
                           Tandem operator is the Subsequent Billing Company.)

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                  1.7.9    "SWITCHED ACCESS SERVICE" means an offering of
                           facilities for the purpose of the origination or
                           termination of traffic from or to Exchange Service
                           customer in a given area pursuant to a Switched
                           Access tariff. Switched Access Services include:
                           Feature Group A, Feature Group B, Feature Group D,
                           800 Series, and 900 access. Switched Access does not
                           include traffic exchanged between LECs for purpose of
                           local exchange interconnection.

                  1.7.10   "UNIVERSAL DIGITAL LOOP CARRIER" (UDLC) describes a
                           DLC system that has a Central Office terminal channel
                           bank that is connected to the CO switches on the
                           analog side.

         1.8      DEFINITIONS APPLICABLE TO SBC-SWBT ONLY

                  1.8.1    "JURISDICTIONAL IDENTIFICATION PARAMETER" (JIP) is an
                           existing six (6) digit (NPA-NXX) field in the SS7
                           message. This field designates the first point of
                           switching. (JIP is applicable to SBC-SWBT only)

                  1.8.2    "LINE VALIDATION ADMINISTRATION SYSTEM" (LVAS) means
                           the LIDB administrative system for SBC-SWBT.

                  1.8.3    "ORIGINATING LINE INFORMATION" (OLI) is an SS7
                           Feature Group D signaling parameter which refers to
                           the number transmitted through the network
                           identifying the billing number of the calling Party.
                           (OLI is applicable to SBC-SWBT only.)

2.       INTERPRETATION, CONSTRUCTION AND SEVERABILITY

         2.1      DEFINITIONS

                  2.1.1    For purposes of this Agreement, certain terms have
                           been defined in this Agreement to encompass meanings
                           that may differ from, or be in addition to, the
                           normal connotation of the defined word. Unless the
                           context clearly indicates otherwise, any term defined
                           or used in the singular will include the plural.
                           Whenever the context may require, any pronoun shall
                           include the corresponding masculine, feminine and
                           neuter forms. The words "include," "includes" and
                           "including" shall be deemed to be followed by the
                           phrase "without limitation" and/or "but not limited
                           to". The words "will" and "shall" are used
                           interchangeably throughout this Agreement and the use
                           of either connotes a mandatory requirement. The use
                           of one or the other will not mean a different degree
                           of right or obligation for either Party. A defined
                           word intended to convey its special meaning is
                           capitalized when used. Other terms that are
                           capitalized and not defined in

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                           this Agreement will have the meaning in the Act, or
                           in the absence of their inclusion in the Act, their
                           customary usage in the Telecommunications industry as
                           of the Effective Date.

         2.2      HEADINGS NOT CONTROLLING

                  2.2.1    The headings and numbering of Sections, Parts,
                           Appendices Schedules and Exhibits to this Agreement
                           are for convenience only and shall not be construed
                           to define or limit any of the terms herein or affect
                           the meaning or interpretation of this Agreement.

                  2.2.2    This Agreement incorporates a number of Appendices
                           which, together with their associated Attachments,
                           Exhibits, Schedules and Addenda, constitute the
                           entire Agreement between the Parties. In order to
                           facilitate use and comprehension of the Agreement,
                           the Appendices have been grouped under broad
                           headings. It is understood that these groupings are
                           for convenience of reference only, and are not
                           intended to limit the applicability that any
                           particular appendix, attachment, exhibit, schedule or
                           addenda may otherwise have.

         2.3      REFERENCED DOCUMENTS

                  2.3.1    Unless the context shall otherwise specifically
                           require, and subject to SECTION 21, whenever any
                           provision of this Agreement refers to a technical
                           reference, technical publication, CLEC Practice,
                           SBC-13STATE Practice, any publication of
                           telecommunications industry administrative or
                           technical standards, or any other document
                           specifically incorporated into this Agreement
                           (collectively, a "REFERENCED INSTRUMENT"), it will be
                           deemed to be a reference to the then-current version
                           or edition (including any amendments, supplements,
                           addenda, or successors) of each Referenced Instrument
                           that is in effect, and will include the then-current
                           version or edition (including any amendments,
                           supplements, addenda, or successors) of any other
                           Referenced Instrument incorporated by reference
                           therein.

         2.4      REFERENCES

                  2.4.1    References herein to Sections, Paragraphs, Exhibits,
                           Parts, Schedules, and Appendices shall be deemed to
                           be references to Sections, Paragraphs and Parts of,
                           and Exhibits, Schedules and Appendices to, this
                           Agreement unless the context shall otherwise require.

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         2.5      TARIFF REFERENCES

                  2.5.1    Wherever any Commission ordered tariff provision or
                           rate is cited or quoted herein, it is understood that
                           said cite encompasses any revisions or modifications
                           to said tariff.

                  2.5.2    Wherever any Commission ordered tariff provision or
                           rate is incorporated, cited or quoted herein, it is
                           understood that said incorporation or reference
                           applies only to the entity within the state whose
                           Commission ordered that tariff.

         2.6      CONFLICT IN PROVISIONS

                  2.6.1    In the event of a conflict between the provisions of
                           this Agreement and the Act, the provisions of the Act
                           shall govern.

                  2.6.2    If any definitions, terms or conditions in any given
                           Appendix, Attachment, Exhibit, Schedule or Addenda
                           differ from those contained in the main body of this
                           Agreement, those definitions, terms or conditions
                           will supersede those contained in the main body of
                           this Agreement, but only in regard to the services or
                           activities listed in that particular Appendix,
                           Attachment, Exhibit, Schedule or Addenda. In
                           particular, if an Appendix contains a Term length
                           that differs from the Term length in the main body of
                           this Agreement, the Term length of that Appendix will
                           control the length of time that services or
                           activities are to occur under that Appendix, but will
                           not affect the Term length of the remainder of this
                           Agreement.

                  2.6.3    In SNET only, in the event of a conflict between any
                           provision in this Agreement and any provision in the
                           DPUC-ordered tariffs covering the services that are
                           the subject of this Agreement with SNET, such
                           DPUC-ordered tariffs will prevail.

         2.7      JOINT WORK PRODUCT

                  2.7.1    This Agreement is the joint work product of the
                           Parties and has been negotiated by the Parties and
                           their respective counsel and shall be fairly
                           interpreted in accordance with its terms and, in the
                           event of any ambiguities, no inferences shall be
                           drawn against either Party.

         2.8      SEVERABILITY

                  2.8.1    If any provision of this Agreement is rejected or
                           held to be illegal, invalid or unenforceable, each
                           Party agrees that such provision shall be enforced

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                           to the maximum extent permissible so as to effect the
                           intent of the Parties, and the validity, legality and
                           enforceability of the remaining provisions of this
                           Agreement shall not in any way be affected or
                           impaired thereby. If necessary to effect the intent
                           of the Parties, the Parties shall negotiate in good
                           faith to amend this Agreement to replace the
                           unenforceable language with enforceable language that
                           reflects such intent as closely as possible. The
                           Parties negotiated the terms and conditions of this
                           Agreement for Interconnection, services and Network
                           Elements as a total arrangement and it is intended to
                           be nonseverable.

         2.9      INCORPORATION BY REFERENCE

                  2.9.1    The General Terms and Conditions of this Agreement,
                           and every Interconnection, Resale Service Network
                           Element, function, facility, product or service
                           provided hereunder, shall be subject to all rates,
                           terms and conditions contained in the Appendices to
                           this Agreement which are legitimately related to such
                           Interconnection, Resale Service, Network Element,
                           function, facility, product or service; and all such
                           rates, terms and conditions are incorporated by
                           reference herein and deemed a part of every
                           Interconnection, Resale Service, Network Element,
                           function, facility, product or service provided
                           hereunder. Without limiting the general applicability
                           of the foregoing, the following terms and conditions
                           of the General Terms and Conditions are specifically
                           agreed by the Parties to be legitimately related to,
                           and to be applicable to, each Interconnection, Resale
                           Service, Network Element, function, facility, product
                           or service provided hereunder: definitions;
                           interpretation, construction and severability; notice
                           of changes; general responsibilities of the Parties;
                           effective date, term and termination; fraud;
                           deposits; billing and payment of charges; non-payment
                           and procedures for disconnection; dispute resolution;
                           audits; disclaimer of representations and warranties;
                           limitation of liability; indemnity; remedies;
                           intellectual property; publicity and use of
                           trademarks and service marks; no license;
                           confidentiality; intervening law; governing law;
                           regulatory approval; changes in End User local
                           exchange service provider selection; compliance and
                           certification; law enforcement; relationship of the
                           Parties/independent contractor; no third Party
                           beneficiaries, disclaimer of agency; assignment;
                           subcontracting; hazardous substances and
                           responsibility for environmental contamination; force
                           majeure; taxes; non-waiver; network maintenance and
                           management; customer inquiries; expenses; conflict of
                           interest; survival; scope of agreement; amendments
                           and modifications; and entire agreement.

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         2.10     NON-VOLUNTARY PROVISIONS

                  2.10.1   This Agreement incorporates certain rates, terms and
                           conditions that were not voluntarily negotiated by
                           SBC-13STATE, but instead resulted from determinations
                           made in arbitrations under Section 252 of the Act or
                           from other requirements of regulatory agencies or
                           state law (individually and collectively, a
                           "Non-Voluntary Arrangement"). SBC-13STATE has
                           identified some, but not all, of the Non-Voluntary
                           Arrangements contained in this Agreement, by
                           designating such provisions with asterisks. If any
                           Non-Voluntary Arrangement is modified as a result of
                           any order or finding by the FCC, the appropriate
                           Commission or a court of competent jurisdiction, any
                           Party may, by providing written notice to the other
                           Party, require that any affected Non-Voluntary
                           Arrangement (and any related rates, terms and
                           conditions) be deleted or renegotiated, as
                           applicable, in good faith and this Agreement amended
                           accordingly. If such modifications to this Agreement
                           are not executed within sixty (60) days after the
                           date of such notice, a Party may pursue its rights
                           under Section 10.

                  2.10.2   The Parties acknowledge that the Non-Voluntary
                           Arrangements contained in this Agreement shall not be
                           available in any state other than the state that
                           originally imposed/required such Non-Voluntary
                           Arrangement. By way of example only, the Parties
                           acknowledge that the PUCO's imposition in Ohio of the
                           Minimum Telephone Service Standards (and all terms
                           and conditions relating thereto) shall not apply in
                           or be "portable to" any state other than Ohio.

         2.11     STATE-SPECIFIC RATES, TERMS AND CONDITIONS

                  2.11.1   For ease of administration, this multistate Agreement
                           contains certain specified rates, terms and
                           conditions which apply only in a designated state. To
                           the extent that this Agreement contains specified
                           rates, terms and conditions which apply only in a
                           given state, such rates, terms and conditions shall
                           not apply and shall have no effect in any other
                           state(s) to which this Agreement is submitted for
                           approval under Section 252(e) of the Act.

                  2.11.2   SUCCESSOR RATES. Certain of the rates, prices and
                           charges set forth in the applicable Appendix Pricing
                           have been established by the appropriate Commissions
                           in cost proceedings or dockets initiated under or
                           pursuant to the Act. If during the Term that
                           Commission or the FCC changes a rate, price or charge
                           in an order or docket that applies to any of the
                           Interconnection, Resale Services, Network Elements,
                           functions, facilities,

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                           products and services available hereunder, the
                           Parties agree to amend this Agreement to incorporate
                           such new rates, prices and charges, with such rates,
                           prices and charges to be effective as of the date
                           specified in such order or docket (including giving
                           effect to any retroactive application, if so
                           ordered). If either Party refuses to execute an
                           amendment to this Agreement within sixty (60) days
                           after the date of such order or docket, the other
                           Party may pursue its rights under Section 10.

         2.12     Scope of Obligations

                  2.12.1   Notwithstanding anything to the contrary contained
                           herein, SBC-13STATE's obligations under this
                           Agreement shall apply only to:

                           2.12.1     the specific operating area(s) or portion
                                      thereof in which SBC-13 STATE is then
                                      deemed to be the ILEC under the Act (THE
                                      "ILEC TERRITORY"), and

                           2.12.2     assets that SBC-13STATE owns or leases and
                                      which are used in connection with
                                      SBC-13STATE's provision to CLEC of any
                                      Interconnection, Resale Services, Network
                                      Elements, functions, facilities, products
                                      or services provided or contemplated under
                                      this Agreement, the Act or any tariff or
                                      ancillary agreement referenced herein
                                      (individually and collectively, THE "ILEC
                                      ASSETS").

3.       NOTICE OF CHANGES -- SECTION 251(C)(5)

         3.1      Nothing in this Agreement shall limit either Party's ability
                  to upgrade its network through the incorporation of new
                  equipment, new software or otherwise. Each Party agrees to
                  comply with the Network Disclosure rules adopted by the FCC in
                  CC Docket No. 96-98, Second Report and Order, codified at 47
                  C.F.R. 51.325 through 51.335, as such rules may be amended
                  from time to time (the "NETWORK DISCLOSURE RULES").

4.       GENERAL RESPONSIBILITIES OF THE PARTIES

         4.1      Upon approval by the Commission, CLEC agrees to begin
                  providing Telephone Exchange Service within its certificated
                  service area to business End Users within _____ days and to
                  residential End Users within _____ days.

         4.2      SBC-12STATE and CLEC shall each use their best efforts to meet
                  the Interconnection Activation Dates.

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         4.3      Each Party is individually responsible to provide facilities
                  within its network that are necessary for routing,
                  transporting, measuring, and billing traffic from the other
                  Party's network and for delivering such traffic to the other
                  Party's network in the standard format compatible with
                  SBC-13STATE's network as referenced in Telcordia BOC Notes on
                  LEC Networks Practice No. SR-TSV-002275, and to terminate the
                  traffic it receives in that standard format to the proper
                  address on its network. The Parties are each solely
                  responsible for participation in and compliance with national
                  network plans, including the National Network Security Plan
                  and the Emergency Preparedness Plan.

         4.4      The Parties shall exchange technical descriptions and
                  forecasts of their Interconnection and traffic requirements in
                  sufficient detail necessary to establish the Interconnections
                  required to assure traffic completion to and from all End
                  Users in their respective designated service areas.

         4.5      Each Party is solely responsible for all products and services
                  it provides to its End Users and to other Telecommunications
                  Carriers.

         4.6      Facilities-based carriers and UNE-based Switch Port providers
                  are responsible for administering their End User records in a
                  LIDB.

                  4.6.1    PACIFIC reserves the right on one hundred eighty
                           (180) calendar days notice to require UNE-Based
                           Switch Port providers to administer their End User
                           records in PACIFIC's LIDB.

                  4.6.2    NEVADA does not have a line information database
                           and/or Calling Name database. Line information
                           database services can be purchased from PACIFIC.

         4.7      At all times during the Term, each Party shall keep and
                  maintain in force at each Party's expense all insurance
                  required by Applicable Law (e.g. workers' compensation
                  insurance) as well as general liability insurance in the
                  amount of (at least) $10,000,000 for personal injury or death
                  to any one person, property damage resulting from any one
                  incident, and automobile liability with coverage for bodily
                  injury and for property damage. Upon request from the other
                  Party, each Party shall provide to the other Party evidence of
                  such insurance (which may be provided through a program of
                  self-insurance). This Section 4.7 is a general statement of
                  insurance requirements and shall be in addition to any
                  specific requirement of insurance referenced elsewhere in this
                  Agreement or a Referenced Instrument.

         4.8      Upon CLEC signature of this Agreement, CLEC shall provide
                  SBC-13STATE with CLEC's state-specific authorized and
                  nationally recognized OCN/AECNs for

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                  facilities-based (Interconnection and/or unbundled Network
                  Elements) and a separate and distinct OCN/AECN for Resale
                  Services.

         4.9      In the event that CLEC makes any corporate name change
                  (including addition or deletion of a d/b/a), change in
                  OCN/AECN, or makes or accepts a transfer or assignment of
                  interconnection trunks or facilities (including leased
                  facilities), or a change in any other CLEC identifier
                  (collectively, a "CLEC Change"), CLEC shall submit written
                  notice to SBC-13STATE within thirty (30) days of the first
                  action taken to implement such CLEC Change. Within thirty (30)
                  days following receipt of that notice, the Parties shall
                  negotiate rates to compensate SBC-13STATE for the costs to be
                  incurred by SBC-13STATE to make the CLEC Change to the
                  applicable SBC-13STATE databases, systems, records and/or
                  recording announcement(s) for CLEC branded/repair calls. In
                  addition, CLEC shall compensate SBC-13STATE for any service
                  order charges and/or service request charges associated with
                  such CLEC Change. SBC-13STATE's agreement to implement a CLEC
                  Change is conditioned upon CLEC's agreement to pay all
                  reasonable charges billed to CLEC for such CLEC Change.

         4.10     When a End User changes its service provider from SBC-13STATE
                  to CLEC or from CLEC to SBC-13STATE and does not retain its
                  original telephone number, the Party formerly providing
                  service to such End User shall furnish a referral announcement
                  ("REFERRAL ANNOUNCEMENT") on the original telephone number
                  that specifies the End User's new telephone number.

                  4.10.1   The following pertains to AM-IL, AM-WI and PACIFIC
                           only:

                           4.10.1.1 Referral Announcements shall be provided by
                                    a Party to the other Party for the period of
                                    time and at the rates set forth in the
                                    referring Party's tariff(s); provided,
                                    however, if either Party provides Referral
                                    Announcements for a period different (either
                                    shorter or longer) than the period(s) stated
                                    in its tariff(s) when its End Users change
                                    their telephone numbers, such Party shall
                                    provide the same level of service to End
                                    Users of the other Party.

                  4.10.2 The following applies to AM-IN only:

                           4.10.2.1   Referral Announcements shall be provided
                                      by a Party to the other Party for the
                                      period specified in 170 IAC
                                      7-1.1-11(I)(3)(a) and (b) and at the rates
                                      set forth in the referring Party's
                                      tariff(s). However, if either Party
                                      provides Referral Announcements for a
                                      period different than the above period(s)
                                      when its End Users change their telephone
                                      numbers, such Party shall provide the same
                                      level of service to End Users of the other
                                      Party.
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                  4.10.3   The following applies to AM-MI only:

                           4.10.3.1   Referral Announcements shall be provided
                                      by a Party to the other Party for the
                                      period specified in Michigan
                                      Administrative Rule 484.134 and at the
                                      rates set forth in the referring Party's
                                      tariff(s). However, if either Party
                                      provides Referral Announcements for a
                                      period longer than the above period(s)
                                      when its End Users change their telephone
                                      numbers, such Party shall provide the same
                                      level of service to End Users of the other
                                      Party.

                  4.10.4   The following applies to AM-OH only:

                           4.10.4.1   Referral Announcements shall be provided
                                      by a Party to the other Party for the
                                      period of time specified in Rule
                                      4901:1-5-12, Ohio Administrative Code and
                                      at the rates set forth in the referring
                                      Party's tariff(s). However, if either
                                      Party provides Referral Announcements for
                                      a period longer than the above period(s)
                                      when its End Users change their telephone
                                      numbers, such Party shall provide the same
                                      level of service to End Users of the other
                                      Party.

         4.11     Each Party shall be responsible for labor relations with its
                  own employees. Each Party agrees to notify the other Party as
                  soon as practicable whenever such Party has knowledge that a
                  labor dispute concerning its employees is delaying or
                  threatens to delay such Party's timely performance of its
                  obligations under this Agreement and shall endeavor to
                  minimize impairment of service to the other Party (for
                  example, by using its management personnel to perform work or
                  by other means) in the event of a labor dispute to the extent
                  permitted by Applicable Law.

         4.12     Each Party shall act in good faith in its performance under
                  this Agreement and, in each case in which a Party's consent or
                  agreement is required or requested hereunder, such Party shall
                  not unreasonably withhold or delay such consent or agreement.

5.       EFFECTIVE DATE, TERM, AND TERMINATION

         5.1      This Effective Date of this Agreement shall be ten (10)
                  calendar days after the Commission approves this Agreement
                  under Section 252(e) of the Act or, absent such Commission
                  approval, the date this Agreement is deemed approved under
                  Section 252(e)(4) of the Act.

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         5.2      The term of this Agreement shall commence upon the Effective
                  Date of this Agreement and shall expire on April 19, 2001 (the
                  "TERM"). Absent the receipt by one Party of written notice
                  from the other Party at least within 180 days prior to the
                  expiration of the Term to the effect that such Party does not
                  intend to extend the Term, this Agreement shall remain in full
                  force and effect on and after the expiration of the Term until
                  terminated by either Party pursuant to Section 5.3 or 5.4.

         5.3      Notwithstanding any other provision of this Agreement, either
                  Party may terminate this Agreement and the provision of any
                  Interconnection, Resale Services, Network Elements, functions,
                  facilities, products or services provided pursuant to this
                  Agreement, at the sole discretion of the terminating Party, in
                  the event that the other Party fails to perform a material
                  obligation or breaches a material term of this Agreement and
                  the other Party fails to cure such nonperformance or breach
                  within forty-five (45) calendar days after written notice
                  thereof. Any termination of this Agreement pursuant to this
                  Section 5.3 shall take effect immediately upon delivery of
                  written notice to the other Party that it failed to cure such
                  nonperformance or breach within forty-five (45) calendar days
                  after written notice thereof.

         5.4      If pursuant to Section 5.2, this Agreement continues in full
                  force and effect after the expiration of the Term, either
                  Party may terminate this Agreement after delivering written
                  notice to the other Party of its intention to terminate this
                  Agreement, subject to Sections 5.5 and 5.6. Neither Party
                  shall have any liability to the other Party for termination of
                  this Agreement pursuant to this Section 5.4 other than its
                  obligations under Sections 5.5 and 5.6.

         5.5      Upon termination or expiration of this Agreement in accordance
                  with Sections 5.2, 5.3 or 5.4:

                  5.5.1    Each Party shall continue to comply with its
                           obligations set forth in Section 42; and

                  5.5.2    Each Party shall promptly pay all amounts owed under
                           this Agreement or place any Disputed Amounts into an
                           escrow account that complies with Section 8.4 hereof;

                  5.5.3    Each Party's confidentiality obligations shall
                           survive; and

                  5.5.4 Each Party 's indemnification obligations shall survive.

         5.6      If either Party serves notice of expiration pursuant to
                  Section 5.2 or Section 5.4, CLEC shall have ten (10) days to
                  provide SBC-13STATE written confirmation if


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                  CLEC wishes to pursue a successor agreement with SBC-13STATE
                  or terminate its agreement. CLEC shall identify the action to
                  be taken on each applicable (13) state(s). If CLEC wishes to
                  pursue a successor agreement with SBC-13STATE, CLEC shall
                  attach to its written confirmation or notice of
                  expiration/termination, as applicable, a written request to
                  commence negotiations with SBC-13STATE under Sections 251/252
                  of the Act and identify each of the state(s) the successor
                  agreement will cover. Upon receipt of CLEC's Section 252(a)(1)
                  request, the Parties shall commence good faith negotiations on
                  a successor agreement

         5.7      The rates, terms and conditions of this Agreement shall
                  continue in full force and effect until the earlier of (i) the
                  effective date of its successor agreement, whether such
                  successor agreement is established via negotiation,
                  arbitration or pursuant to Section 252(i) of the Act; or (ii)
                  the date that is ten (10) months after the date on which
                  SBC-13STATE received CLEC's Section 252(a)(1) request;
                  provided, however, when a successor agreement becomes
                  effective, the terms, rates and charges of such successor
                  Agreement shall apply retroactively back to the date this
                  Agreement is terminated or expires, whichever is later, and
                  that the retro-active true-up shall be completed within 90
                  days following the effective date of such successor Agreement.

         5.8      If at any time during the Section 252(a)(1) negotiation
                  process (prior to or after the expiration date or termination
                  date of this Agreement), CLEC withdraws its Section 252(a)(1)
                  request, CLEC must include in its notice of withdrawal a
                  request to adopt a successor agreement under Section 252(i) of
                  the Act or affirmatively state that CLEC does not wish to
                  pursue a successor agreement with SBC-13STATE for a given
                  state. The rates, terms and conditions of this Agreement shall
                  continue in full force and effect for a period of ninety (90)
                  days after the date CLEC provides notice of withdrawal of its
                  Section 252(a)(1) request. On the ninety-first (91) day
                  following SBC-13STATE's receipt of CLEC's notice of withdrawal
                  of its Section 252(a)(1) request, unless CLEC provided
                  SBC-13STATE notice of a Section 252(i) adoption in the
                  interim, the Parties shall, subject to Section 5.5, have no
                  further obligations under this Agreement.

         5.9      If CLEC does not affirmatively state that it wishes to pursue
                  a successor agreement with SBC-13STATE in its, as applicable,
                  notice of expiration or termination or the written
                  confirmation required after receipt of SBC's notice of
                  expiration or termination, then the rates, terms and
                  conditions of this Agreement shall continue in full force and
                  effect for a period of ninety (90) days after the date CLEC
                  provided or received notice of expiration or termination. On
                  the ninety-first (91) day following CLEC provided or received
                  notice of expiration or termination, the Parties shall,
                  subject to Section 5.5, have no further obligations under this
                  Agreement.

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5.10              In the event of termination of this Agreement pursuant to
                  Section 5.9, SBC-13STATE and CLEC shall cooperate in good
                  faith to effect an orderly transition of service under this
                  Agreement; provided that CLEC shall be solely responsible
                  (from a financial, operational and administrative standpoint)
                  to ensure that its End Users have been transitioned to a new
                  LEC by the expiration date, termination date of this
                  Agreement.

6.       FRAUD

         6.1      SBC-13STATE shall not be liable to CLEC for any fraud
                  associated with CLEC's End User's account, including 1+
                  IntraLATA toll, ported numbers, and Alternate Billing Service
                  (ABS). ABS is a service that allows End Users to bill calls to
                  account(s) that might not be associated with the originating
                  line. There are three types of ABS calls: calling card,
                  collect, and third number billed calls.

         6.2      The Parties agree to cooperate with one another to
                  investigate, minimize, and take corrective action in cases of
                  fraud involving 1+ IntraLATA toll calls, ABS, and ported
                  numbers. The Parties' fraud minimization procedures are to be
                  cost-effective and implemented so as not to unduly burden or
                  harm one Party as compared to the other.

         6.3      In cases of suspected fraudulent activity by an End User, at a
                  minimum, the cooperation referenced in Section 6.2 will
                  include providing to the other Party, upon request,
                  information concerning Customers who terminate services to
                  that Party without paying all outstanding charges. The Party
                  seeking such information is responsible for securing the End
                  User's permission to obtain such information.

         6.4      SBC-AMERITECH, SBC-SWBT, PACIFIC, SNET will provide
                  notification messages to CLEC on suspected occurrences of
                  ABS-related fraud on CLEC accounts stored in the applicable
                  LIDB. PACIFIC will provide such alert messages by e-mail.
                  SBC-AMERITECH, SBC-SWBT AND SNET will provide via fax.

                  6.4.1    SBC-SWBT (ON BEHALF OF ITSELF AND SNET) AND PACIFIC
                           will use a Sleuth system to determine suspected
                           occurrences of ABS-related fraud for CLEC using the
                           same criteria SBC-SWBT AND PACIFIC use to monitor
                           fraud on their respective accounts.

                  6.4.2    CLEC understands that Sleuth alerts only identify
                           potential occurrences of fraud. CLEC understands and
                           agrees that it will need to perform its own
                           investigations to determine whether a fraud situation
                           actually exists. CLEC understands and agrees that it
                           will also need to determine what, if any, action CLEC
                           should take as a result of a Sleuth alert.

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                  6.4.3    The Parties will provide contact names and numbers to
                           each other for the exchange of Sleuth alert
                           notification information twenty-four (24) hours per
                           day seven (7) days per week.

                  6.4.4    For each alert notification provided to CLEC, CLEC
                           may request a corresponding thirty-day (30-day)
                           historical report of ABS-related query processing.
                           CLEC may request up to three reports per alert.

         6.5      In SBC-SWBT AND PACIFIC ABS-related alerts are provided to
                  CLEC at no additional charge, except as related in 6.6 below.

                  6.5.1    In PACIFIC, 1+ IntraLATA toll fraud alerts are
                           offered for Resale only under the product name
                           Traffic Alert Referral Service (TARS). For TARS, CLEC
                           agrees to pay a recurring usage rate as outlined in
                           Appendix Pricing.6.6 Traffic Alert Referral Service
                           ("TARS") 1+ Intra-LATA Toll Fraud Monitoring

                  6.5.2    For terms and conditions for TARS, see Appendix
                           Resale.

                  6.5.3    TARS is offered in PACIFIC only.

7.       DEPOSITS (SBC-12STATE)

         7.1      The deposit requirements set forth in this Section 7 apply to
                  the Resale Services and Network Elements furnished under this
                  Agreement. A CLEC furnished both Resale Services and Network
                  Elements in one (1) state under this Agreement shall make two
                  (2) separate deposits for that state, each calculated
                  separately as set forth below in Sections 7.2 through 7.10,
                  inclusive.

         7.2      If CLEC has not established a minimum of twelve (12)
                  consecutive months good credit history with all telephone
                  company affiliates of SBC (that is, AMERITECH, NEVADA,
                  PACIFIC, SNET AND SWBT) where CLEC is doing or has done
                  business as a local service provider, CLEC shall remit an
                  initial cash deposit to SBC-12STATE prior to the furnishing of
                  Resale Services or Network Elements in each state under this
                  Agreement. The deposit required by the previous sentence shall
                  be determined as follows:

                  7.2.1    for NEVADA, PACIFIC and SWBT, if immediately prior to
                           the Effective Date, CLEC was not operating as a Local
                           Service Provider in a state covered by this
                           Agreement, the initial deposit for that state shall
                           be in the amount of $17,000; or

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                  7.2.2    for NEVADA, PACIFIC and SWBT, if immediately prior to
                           the Effective Date, CLEC was operating as a Local
                           Service Provider in a state covered by this
                           Agreement, the deposit for that state shall be in the
                           amount calculated using the method set forth in
                           Section 7.7 of this Agreement; or

                  7.2.3    for SBC-AMERITECH, subject to external credit check
                           verification and/or financial statement review,
                           SBC-AMERITECH may require two (2) to four (4) months
                           of projected average monthly billings as a deposit.

                  7.2.4    If CLEC has established a minimum of twelve (12)
                           consecutive months good credit history with all ILEC
                           Affiliates of SBC.(that is, AMERITECH, NEVADA,
                           PACIFIC, SNET and SWBT) with which CLEC is doing or
                           has done business as a Local Service Provider,
                           SBC-12STATE shall waive the initial deposit
                           requirement; provided, however, that the terms and
                           conditions set forth in Section 7.1 through Section
                           7.10 of this Agreement shall continue to apply in
                           each state for the Term . In determining whether CLEC
                           has established a minimum of twelve (12) consecutive
                           months good credit history with each ILEC Affiliate
                           of SBC with which CLEC is doing or has done business,
                           CLEC's payment record with each ILEC Affiliate of SBC
                           for the most recent twelve (12) months occurring
                           within the twenty-four (24) month period immediately
                           prior to the Effective Date shall be considered.

         7.3      Any cash deposit for one state shall be held by SBC-12STATE as
                  a guarantee of payment of charges billed to CLEC, provided,
                  however, SBC-12STATE may exercise its right to credit any cash
                  deposit to CLEC's account upon the occurrence of any one of
                  the following events:

                  7.3.1    when SBC-12STATE sends CLEC the second delinquency
                           notification for that state during the most recent
                           twelve (12) months; or

                  7.3.2    when SBC-12STATE suspends CLEC's ability to process
                           orders in accordance with Section 9.6.1.1; or

                  7.3.3    when CLEC files for protection under the bankruptcy
                           laws; or

                  7.3.4    when an involuntary petition in bankruptcy is filed
                           against CLEC and is not dismissed within sixty (60)
                           days; or

                  7.3.5    when this Agreement expires or terminates; or

                  7.3.6    during the month following the expiration of twelve
                           (12) months after that cash deposit was remitted,
                           SBC-12STATE shall credit any cash deposit to

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                                        GENERAL TERMS AND CONDITIONS-SBC-13STATE
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                           CLEC's account so long as CLEC has not been sent more
                           than one delinquency notification letter for that
                           state during the most recent twelve (12) months.

                  7.3.7    For the purposes of this Section 7.3, interest will
                           be calculated as specified in Section 8.1 and shall
                           be credited to CLEC's account at the time that the
                           cash deposit is credited to CLEC's account.

         7.4      So long as CLEC maintains timely compliance with its payment
                  obligations, SBC-12STATE will not increase the deposit amount
                  required. If CLEC fails to maintain timely compliance with its
                  payment obligations, SBC-12STATE reserves the right to require
                  additional deposit(s) in accordance with Section 7.1 and
                  Section 7.5 through Section 7.10.

         7.5      If during the first six (6) months of operations in a state
                  under this Agreement, CLEC has been sent one delinquency
                  notification letter by SBC-12STATE, the deposit amount for
                  that state shall be re-evaluated based upon CLEC's actual
                  billing totals and shall be increased if CLEC's actual billing
                  average:

                  7.5.1    for NEVADA, PACIFIC or SWBT for a two (2) month
                           period exceeds the deposit amount held; or

                  7.5.2    for AMERITECH for a two (2) to four (4) month period
                           exceeds the deposit amount held.

         7.6      Throughout the Term, any time CLEC has been sent two (2)
                  delinquency notification letters for any one state by
                  SBC-12STATE, the deposit amount for that state shall be
                  re-evaluated based upon CLEC's actual billing totals and shall
                  be increased if CLEC's actual billing average:

                  7.6.1    or NEVADA, PACIFIC or SWBT for a two (2) month period
                           exceeds the deposit amount held; or

                  7.6.2    for AMERITECH for a two (2) to four (4) month period
                           exceeds the deposit amount held.

         7.7      Whenever a deposit is re-evaluated as specified in Section 7.5
                  or Section 7.6, such deposit shall be calculated in an amount
                  equal to the average billing to CLEC for that state for a two
                  (2) to four (4) month period. The most recent three (3) months
                  billing on all of CLEC's CBAs/ESBAs/ASBS ("CBA" is utilized in
                  SWBT only; "ESBA" is utilized in PACIFIC and NEVADA only;
                  "ASBS" is utilized in AMERITECH only) and BANs for Resale
                  Services or Network Elements within that state shall be used
                  to calculate CLEC's monthly average.

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                  7.7.1    In SBC-7STATE only, after calculating the amount
                           equal to the average billing to CLEC for that state
                           for a two (2) month period, add the amount of any
                           charges that would be applicable to transfer all of
                           CLEC's then-existing End-Users of Resale Services to
                           SBC-7STATE in the event of CLEC's disconnection for
                           non-payment of charges. The resulting sum is the
                           amount of the deposit.

         7.8      Whenever a deposit is re-evaluated as specified in Section 7.5
                  and Section 7.6, CLEC shall remit the additional deposit
                  amount to SBC-12STATE within thirty (30) calendar days of
                  receipt of written notification from SBC-12STATE requiring
                  such deposit. If CLEC fails to furnish the required deposit
                  within thirty (30) calendar days of receipt of written notice
                  requesting such deposit, SBC-12STATE shall begin the process
                  set forth in Section 9 of this Agreement for that state. If
                  CLEC continues to fail to furnish the required deposit at the
                  expiration of the fourteen (14) calendar days specified in
                  Section 9.3 of this Agreement, then SBC-12STATE shall begin
                  the procedure(s) set forth in Sections 9.5 and 9.6 of this
                  Agreement for that state.

         7.9      This cash deposit requirement may be satisfied in whole or in
                  part with an irrevocable bank letter of credit acceptable to
                  SBC-7STATE. No interest shall be paid by SBC-7STATE for any
                  portion of the deposit requirement satisfied by an irrevocable
                  bank letter of credit. SBC-7STATE may demand payment from the
                  issuing bank of any irrevocable bank letter of credit upon the
                  occurrence of any of the events listed in Section 7.3.1
                  through 7.3.4.

         7.10     The fact that SBC-12STATE holds either a cash deposit or
                  irrevocable bank letter of credit does not relieve CLEC from
                  timely compliance with its payment obligations under this
                  Agreement.

         7.11     For Deposit requirements for SNET, see the applicable DPUC
                  ordered tariff.

8.       BILLING AND PAYMENT OF CHARGES

         8.1      Unless otherwise stated, each Party will render monthly
                  bill(s) to the other for Interconnection, Resale Services,
                  Network Elements, functions, facilities, products and services
                  provided hereunder at the rates set forth in the applicable
                  Appendix Pricing, as set forth in applicable tariffs or other
                  documents specifically referenced herein and, as applicable,
                  as agreed upon by the Parties or authorized by a Party.

                  8.1.1    Remittance in full of all bills rendered by
                           SBC-AMERITECH, SBC-SWBT and PACIFIC is due within
                           thirty (30) days of each bill date


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                           (the "BILL DUE DATE") and shall be paid in accordance
                           with the terms of Section 8.3 of this Agreement.

                  8.1.2    Remittance in full of all bills rendered by NEVADA is
                           due in accordance with the terms set forth in the
                           Commission C2-A Tariff, with the date on which
                           amounts are due referred to herein as the "BILL DUE
                           DATE".

                  8.1.3    Remittance in full of all bills rendered by SNET is
                           due in accordance with the terms set forth in the
                           Connecticut Access Service Tariff approved by the
                           DPUC, with the date on which amounts are due referred
                           to herein as the "BILL DUE DATE".

                  8.1.4    Remittance in full of all bills rendered by CLEC is
                           due within thirty (30) days of each bill date (the
                           "BILL DUE DATE").

                  8.1.5    If CLEC fails to remit payment for any charges for
                           services by the Bill Due Date, or if a payment or any
                           portion of a payment is received from CLEC after the
                           Bill Due Date, or if a payment or any portion of a
                           payment is received in funds which are not
                           immediately available to SBC-13STATE as of the Bill
                           Due Date (individually and collectively, "PAST DUE"),
                           then a late payment charge shall be assessed as
                           provided in Sections 8.1.5.1 through 8.1.5.3, as
                           applicable.

                           8.1.5.1    If any charge incurred under this
                                      Agreement that is billed out of any
                                      SBC-8STATE billing system other than the
                                      SBC-SWBT Customer Records Information
                                      System (CRIS) is Past Due, the unpaid
                                      amounts shall bear interest from the Bill
                                      Due Date until paid at the lesser of (i)
                                      the rate used to compute the Late Payment
                                      Charge in the applicable SBC-8STATE
                                      intrastate access services tariff in that
                                      state and (ii) the highest rate of
                                      interest that may be charged under
                                      Applicable Law, compounded daily from the
                                      Bill Due Date to and including the date
                                      that the payment is actually made and
                                      available.

                           8.1.5.2    If any charge incurred under this
                                      Agreement that is billed out of SBC-SWBT's
                                      CRIS is Past Due, the unpaid amounts shall
                                      bear interest from the Bill Due Date until
                                      paid. The interest rate applied to
                                      SBC-SWBT CRIS-billed Past Due unpaid
                                      amounts shall be the lesser of (i) the
                                      rate used to compute the Late Payment
                                      Charge contained in the applicable
                                      SBC-SWBT intrastate retail
                                      Commission-approved tariff governing Late
                                      Payment Charges to SBC-SWBT's retail End
                                      Users that are business End Users in that
                                      state and (ii) the highest rate of

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                                    interest that may be charged under
                                    Applicable Law, compounded daily from the
                                    Bill Due Date to and including the date that
                                    the payment is actually made and available.

                           8.1.5.3  If any charge incurred under this Agreement
                                    that is billed out of any SBC-AMERITECH
                                    billing system is Past Due, the unpaid
                                    amounts shall accrue interest from the Due
                                    Date at the lesser of (i) one and one-half
                                    percent (1 1/2%) per month and (ii) the
                                    highest rate of interest that may be charged
                                    under Applicable Law, compounded daily from
                                    the Bill Due Date to and including the date
                                    that the payment is actually made and
                                    available.

         8.2      If any charge incurred by SBC-12STATE under this Agreement is
                  Past Due, the unpaid amounts shall bear interest from the Bill
                  Due Date until paid. The interest rate applied shall be the
                  lesser of (i) the rate used to compute the Late Payment Charge
                  contained in the applicable SBC-12STATE's intrastate access
                  services tariff in that state and (ii) the highest rate of
                  interest that may be charged under Applicable Law, compounded
                  daily from the Bill Due Date to and including the date that
                  the payment is actually made and available.

         8.3      CLEC shall make all payments to SBC-12STATE via electronic
                  funds credit transfers through the Automated Clearing House
                  Association (ACH) network to the financial institution
                  designated by SBC-12STATE. Remittance information will be
                  communicated together with the funds transfer via the ACH
                  network. CLEC shall use the CCD+ or the CTX transaction set.
                  CLEC and SBC-12STATE shall abide by the National Automated
                  Clearing House Association (NACHA) Rules and Regulations. Each
                  ACH credit transfer shall be received by SBC-12STATE no later
                  than the Bill Due Date of each bill or Late Payment Charges
                  will apply. SBC-12STATE shall not be liable for any delays in
                  receipt of funds or errors in entries caused by CLEC or Third
                  Parties, including CLEC's financial institution. CLEC is
                  responsible for its own banking fees.

                  8.3.1    CLEC shall make all payments to SNET in "immediately
                           available funds." All payments to SNET shall be made
                           using one of the methods set forth in the Connecticut
                           Access Service Tariff approved by the CT-DPUC or via
                           electronic funds credit transfers through the
                           Automated Clearing House Association (ACH) network to
                           the financial institution designated by SNET. If CLEC
                           makes payment through funds transfer via the ACH
                           network, remittance information will be communicated
                           together with the funds transfer via the ACH network.
                           If CLEC makes payment through funds transfer via the
                           ACH network, CLEC shall use the CCD+ or the CTX
                           transaction set. CLEC and SNET shall abide by the
                           National Automated Clearing House Association (NACHA)
                           Rules and Regulations.

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                           Each payment shall be received by SNET no later than
                           the Bill Due Date of each bill or Late Payment
                           Charges will apply. SNET shall not be liable for any
                           delays in receipt of funds or errors in entries
                           caused by CLEC or Third Parties, including CLEC's
                           financial institution. CLEC is responsible for its
                           own banking fees.

         8.4      If any portion of an amount due to a Party (the "BILLING
                  PARTY") for Resale Services or Network Elements under this
                  Agreement is subject to a bona fide dispute between the
                  Parties, the Party billed (the "NON-PAYING PARTY") shall,
                  prior to the Bill Due Date, give written notice to the Billing
                  Party of the amounts it disputes ("DISPUTED AMOUNTS") and
                  include in such written notice the specific details and
                  reasons for disputing each item listed in Section 10.4.1. The
                  Non-Paying Party shall pay when due (i) all undisputed amounts
                  to the Billing Party, and (ii) all Disputed Amounts into an
                  interest bearing escrow account with a Third Party escrow
                  agent mutually agreed upon by the Parties. To be acceptable,
                  the Third Party escrow agent must meet all of the following
                  criteria:

                  8.4.1    The financial institution proposed as the Third Party
                           escrow agent must be located within the continental
                           United States;

                  8.4.2    The financial institution proposed as the Third Party
                           escrow agent may not be an Affiliate of either Party;
                           and

                  8.4.3    The financial institution proposed as the Third Party
                           escrow agent must be authorized to handle Automatic
                           Clearing House (ACH) (credit transactions)
                           (electronic funds) transfers.

                  8.4.4    In addition to the foregoing requirements for the
                           Third Party escrow agent, the disputing Party and the
                           financial institution proposed as the Third Party
                           escrow agent must agree that the escrow account will
                           meet all of the following criteria:

                           8.4.4.1  The escrow account must be an interest
                                    bearing account;

                           8.4.4.2  All charges associated with opening and
                                    maintaining the escrow account will be borne
                                    by the disputing Party;

                           8.4.4.3  That none of the funds deposited into the
                                    escrow account or the interest earned
                                    thereon may be subjected to the financial
                                    institution's charges for serving as the
                                    Third Party escrow agent;

                           8.4.4.4  All interest earned on deposits to the
                                    escrow account shall be disbursed to the
                                    Parties in the same proportion as the
                                    principal; and

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                           8.4.4.5  Disbursements from the escrow account shall
                                    be limited to those:

                                   8.4.4.5.1 authorized in writing by both the
                                             disputing Party and the Billing
                                             Party (that is, signature(s) from
                                             representative(s) of the disputing
                                             Party only are not sufficient to
                                             properly authorize any
                                             disbursement); or

                                   8.4.4.5.2 made in accordance with the final,
                                             non-appealable order of the
                                             arbitrator appointed pursuant to
                                             the provisions of Section 10.7; or

                                   8.4.4.5.3 made in accordance with the final,
                                             non-appealable order of the court
                                             that had jurisdiction to enter the
                                             arbitrator's award pursuant to
                                             Section 10.7.

         8.5      Disputed Amounts in escrow shall be subject to Late Payment
                  Charges as set forth in Section 8.1.

         8.6      Issues related to Disputed Amounts shall be resolved in
                  accordance with the procedures identified in the Dispute
                  Resolution provisions set forth in Section 10.

         8.7      If the Non-Paying Party disputes any charges for Resale
                  Services or Network Elements and any portion of the dispute is
                  resolved in favor of such Non-Paying Party, the Parties shall
                  cooperate to ensure that all of the following actions are
                  taken:

                  8.7.1    the Billing Party shall credit the invoice of the
                           Non-Paying Party for that portion of the Disputed
                           Amounts resolved in favor of the Non-Paying Party,
                           together with any Late Payment Charges assessed with
                           respect thereto no later than the second Bill Due
                           Date after the resolution of the Dispute;

                  8.7.2    within fifteen (15) calendar days after resolution of
                           the Dispute, the portion of the escrowed Disputed
                           Amounts resolved in favor of the Non-Paying Party
                           shall be released to the Non-Paying Party, together
                           with any accrued interest thereon;

                  8.7.3    within fifteen (15) calendar days after resolution of
                           the Dispute, the portion of the Disputed Amounts
                           resolved in favor of the Billing Party shall be
                           released to the Billing Party, together with any
                           accrued interest thereon; and

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                  8.7.4    no later than the third Bill Due Date after the
                           resolution of the dispute regarding the Disputed
                           Amounts, the Non-Paying Party shall pay the Billing
                           Party the difference between the amount of accrued
                           interest such Billing Party received from the escrow
                           disbursement and the amount of Late Payment Charges
                           such Billing Party is entitled to receive pursuant to
                           Section 8.1.

         8.8      Failure by the Non-Paying Party to pay any charges determined
                  to be owed to the Billing Party within the time specified in
                  Section 8.6 shall be grounds for termination of this
                  Agreement.

         8.9      EXCHANGE OF BILLING MESSAGE INFORMATION

                  8.9.1    SBC-13 STATE will provide CLEC a specific Daily Usage
                           File ("DUF" OR "USAGE EXTRACT") for Resale Services
                           and Network Element usage sensitive services provided
                           hereunder ("CUSTOMER USAGE DATA"). Such Customer
                           Usage Data shall be provided by SBC-13STATE in
                           accordance with Exchange Message Interface (EMI)
                           guidelines supported by OBF. Any exceptions to the
                           supported formats will be noted in the DUF
                           implementation requirements documentation for each
                           ILEC. The DUF shall include (i) specific daily usage,
                           including both Local Traffic (if and where
                           applicable) and LEC-carried IntraLATA Toll Traffic,
                           in EMI format for usage sensitive services furnished
                           in connection with each Resale Service and Network
                           Element to the extent that similar usage sensitive
                           information is provided to retail End Users of
                           SBC-13STATE within that state, (ii) with sufficient
                           detail to enable CLEC to bill its End Users for usage
                           sensitive services furnished by SBC-13STATE in
                           connection with Resale Services and Network Elements
                           provided by SBC-13STATE. Procedures and processes for
                           implementing the interfaces with SBC-AMERITECH,
                           PACIFIC, NEVADA, SNET, and SBC-SWBT will be included
                           in implementation requirements documentation.

                  8.9.2    To establish file transmission for the DUF, CLEC must
                           provide a separate written request for each state to
                           SBC-AMERITECH, PACIFIC, NEVADA, SNET and SBC-SWBT no
                           less than sixty (60) calendar days prior to the
                           desired first transmission date for each file.

                  8.9.3    Call detail for LEC-carried calls that are
                           alternately billed to CLEC End Users will be
                           forwarded to CLEC as rated call detail on the DUF.

                  8.9.4    SBC-SWBT shall bill CLEC for DUF furnished by
                           SBC-SWBT in accordance with the price(s) provided in
                           the applicable Appendix Pricing under "Electronic
                           Billing Information."

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                  8.9.5    Interexchange call detail on Resale Services or
                           Network Elements (ports) that is forwarded to
                           SBC-13STATE for billing, which would otherwise be
                           processed by SBC-13STATE for its retail End Users,
                           will be returned to the IXC and will not be passed
                           through to CLEC. This call detail will be returned to
                           the IXC with a transaction code indicating that the
                           returned call originated from a resold account.
                           Billing for Information Services and other ancillary
                           services traffic on Resale Services and Network
                           Elements (ports) will be passed through when
                           SBC-13STATE records the message.

                  8.9.6    SBC-AMERITECH, NEVADA and PACIFIC Ancillary Services
                           messages originated on or billed to a Resale Service
                           or Network Element (port) in those seven (7) states
                           shall be subject to the rates, terms and conditions
                           of Appendix MESSAGE EXCHANGE.

                  8.9.7    CLEC shall be responsible for providing all billing
                           information to each of its End Users, regardless of
                           the method used to provision the End User's service.

9.       NONPAYMENT AND PROCEDURES FOR DISCONNECTION

         9.1      Unless otherwise specified therein, Sections 9.1, 9.2, 9.3,
                  9.4 and 9.5 shall apply to all charges billed for all services
                  Interconnection, Resale Services, Network Elements, functions,
                  facilities, products and services furnished under this
                  Agreement. Section 9.6 shall apply only to Resale Services and
                  Network Elements furnished under this Agreement.

                  9.1.1    If a Party is furnished services under the terms of
                           this Agreement in more than one (1) state, Sections
                           9.1 through 9.7, inclusive, shall be applied
                           separately for each such state.

         9.2      Failure to pay charges may be grounds for termination of this
                  Agreement. If a Party fails to pay by the Bill Due Date, any
                  and all charges billed to it under this Agreement, including
                  any Late Payment Charges or miscellaneous charges ("UNPAID
                  CHARGES"), and any portion of such Unpaid Charges remain
                  unpaid after the Bill Due Date, the Billing Party shall notify
                  the Non-Paying Party in writing that in order to avoid
                  disruption or disconnection of the applicable Interconnection,
                  Resale Services, Network Elements, functions, facilities,
                  products and services furnished under this Agreement, the
                  Non-Paying Party must remit all Unpaid Charges to the Billing
                  Party.

                  9.2.1    With respect to Resale Services and Network Elements,
                           SBC-13STATE will notify CLEC of any Unpaid Charges
                           that remain unpaid fifteen (15) calendar days after
                           the Bill Due Date and that CLEC must remit payment

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                           within fourteen (14) calendar days following receipt
                           of SBC-13STATE's notice.

         9.3      If the Non-Paying Party desires to dispute any portion of the
                  Unpaid Charges, the Non-Paying Party shall take all of the
                  following actions not later than fourteen (14) calendar days
                  following receipt of the Billing Party's notice of Unpaid
                  Charges:

                  9.3.1   notify the Billing Party in writing which portion(s)
                          of the Unpaid Charges it disputes, including the total
                          amount disputed ("DISPUTED AMOUNTS") and the specific
                          details listed in Section 10.4.1 of this Agreement,
                          together with the reasons for its dispute; and

                  9.3.2    immediately pay to the Billing Party all undisputed
                           Unpaid Charges; and

                  9.3.3   pay all Disputed Amounts relating to Resale Services
                          and Network Elements into an interest bearing escrow
                          account that complies with the requirements set forth
                          in Section 8.4.

                  9.3.4    With respect to Resale Services and Network Elements,
                           evidence that the Non-Paying Party has established an
                           interest bearing escrow account that complies with
                           all of the terms set forth in Section 8.4 and
                           deposited a sum equal to the Disputed Amounts into
                           that account must be furnished to the Billing Party
                           before the Unpaid Charges will be deemed to be
                           "disputed" under Section 10 of this Agreement.

         9.4      Issues related to Disputed Amounts shall be resolved in
                  accordance with the procedures identified in the Dispute
                  Resolution provision set forth in Section 10.

         9.5      SBC-AMERITECH ONLY

                  9.5.1    Notwithstanding anything to the contrary herein, if
                           the Non-Paying Party fails to (i) pay any undisputed
                           amounts by the Bill Due Date, (ii) pay the disputed
                           portion of a past due bill into an interest-bearing
                           escrow account with a Third Party escrow agent, (iii)
                           pay any revised deposit or (iv) make a payment in
                           accordance with the terms of any mutually agreed upon
                           payment arrangement, the Billing Party may, in
                           addition to exercising any other rights or remedies
                           it may have under Applicable Law, provide written
                           demand to the Non-Paying Party for failing to comply
                           with the foregoing. If the Non-Paying Party does not
                           satisfy the written demand within five (5) Business
                           Days of receipt, the Billing Party may exercise any,
                           or all, of the following options:

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                           9.5.1.1  assess a late payment charge and where
                                    appropriate, a dishonored check charge;

                           9.5.1.2  require provision of a deposit or increase
                                    an existing deposit pursuant to a revised
                                    deposit request;

                           9.5.1.3  refuse to accept new, or complete pending,
                                    orders; and/or

                           9.5.1.4 discontinue service.

                  9.5.2    Notwithstanding anything to the contrary in this
                           Agreement, the Billing Party's exercise of any of the
                           above options:

                           9.5.2.1  shall not delay or relieve the Non-Paying
                                    Party's obligation to pay all charges on
                                    each and every invoice on or before the
                                    applicable Bill Due Date, and

                           9.5.2.2  Sections 9.5.1.3 and 9.5.1.4 shall exclude
                                    any affected order or service from any
                                    applicable performance interval or
                                    Performance Benchmark.

                  9.5.3    Once disconnection has occurred, additional charges
                           may apply.

         9.6      SBC-7STATE ONLY

                  9.6.1    If any Unpaid Charges for Resale Services remain
                           unpaid and undisputed twenty-nine (29) calendar days
                           past the Bill Due Date of such Unpaid Charges,
                           SBC-7STATE shall notify CLEC and the Commission in
                           writing that unless all Unpaid Charges are paid
                           within sixteen (16) calendar days following CLEC's
                           receipt of such notice, the Resale Services furnished
                           to CLEC under this Agreement for which Unpaid Charges
                           are outstanding (i.e., delinquent and undisputed)
                           shall be disconnected. This notice shall further
                           specify that SBC-7STATE shall cause any of CLEC's End
                           Users provisioned through Resale Services to be
                           defaulted to SBC-7STATE local service.

                           9.6.1.1  On the same day that it sends the letter
                                    required by Section 9.6.1, SBC-7STATE will
                                    suspend acceptance of any new order and
                                    completion of any pending order (other than
                                    a disconnect order) from CLEC for any Resale
                                    Service or Network Element that could be
                                    furnished under this Agreement.

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                           9.6.1.2  Section 9.6.1.1 shall exclude any affected
                                    order for Resale Services or Network
                                    Elements from any applicable performance
                                    interval and computation of any Performance
                                    Measurement.

                  9.6.2    If any Unpaid Charges for Resale Services remain
                           unpaid and undisputed forty (40) calendar days past
                           the Bill Due Date of the Unpaid Charges, CLEC shall,
                           at its sole expense, notify its End Users and the
                           Commission that the End Users' service may be
                           disconnected due to CLEC's failure to pay Unpaid
                           Charges, and that its End Users must affirmatively
                           select a new Local Service Provider within five (5)
                           calendar days. This notice shall also advise CLEC's
                           End Users provisioned through Resale Services that
                           SBC-7STATE will transfer provisioning of the End
                           User's account to SBC-7STATE at the end of the five
                           (5) calendar day period should the End User fail to
                           select a new Local Service Provider in the interim.

                  9.6.3    If any Unpaid Charges for Resale Services furnished
                           to CLEC under this Agreement remain unpaid and
                           undisputed forty-five (45) calendar days past the
                           Bill Due Date of such Unpaid Charges, SBC-7STATE
                           shall disconnect such Resale Services.

                           9.6.3.1  On the same date that these Resale Services
                                    are disconnected, SBC-7STATE shall cause
                                    such End Users provisioned through Resale
                                    Services to be transferred directly to
                                    SBC-7STATE's local service. To the extent
                                    available at retail from SBC-7STATE, the
                                    Resale End Users transferred to SBC-7STATE's
                                    local service shall receive the same
                                    services provided through CLEC immediately
                                    prior to the time of transfer; provided,
                                    however, SBC-7STATE reserves the right to
                                    toll restrict (both interLATA and intraLATA)
                                    such transferred End Users.

                           9.6.3.2  Applicable conversion charges and service
                                    establishment charges for transferring End
                                    Users from CLEC to SBC-7STATE as specified
                                    in this Section 9.6 shall be billed to CLEC.

                           9.6.3.3  SBC-7STATE shall inform the Commission of
                                    the names of all End Users transferred
                                    through this process.

                  9.6.4    Within five (5) calendar days of the transfer,
                           SBC-7STATE shall notify all transferred End Users
                           that because of CLEC's failure to pay SBC-7STATE,
                           their local service is now being provided by
                           SBC-7STATE. SBC-7STATE shall also notify each
                           transferred End User that the End User has thirty
                           (30) calendar days to select a new Local Service
                           Provider.

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                  9.6.5    If any End User transferred to SBC-7STATE's local
                           service pursuant to Section 9.6.3 of this Agreement
                           fails to select a new Local Service Provider within
                           thirty (30) calendar days of the transfer to
                           SBC-7STATE's local service, SBC-7STATE shall
                           terminate the End User's service.

                           9.6.5.1  The transferred End User shall be
                                    responsible for any and all charges incurred
                                    during the selection period.

                           9.6.5.2  SBC-7STATE shall notify the Commission of
                                    the names of all End Users whose service has
                                    been terminated pursuant to this Section
                                    9.6.5.

                  9.6.6    SBC-7STATE may discontinue service to CLEC as
                           provided in Section 9.6.3 and shall have no liability
                           to CLEC or CLEC's End Users in the event of such
                           disconnection or any transfer of End Users to
                           SBC-7STATE service in connection with such
                           disconnection.

                  9.6.7    Nothing in this Agreement shall be interpreted to
                           obligate SBC-7STATE to continue to provide service to
                           any transferred End User beyond the thirty (30)
                           calendar day selection period. Nothing herein shall
                           be interpreted to limit any and all disconnection
                           rights SBC-7STATE has with regard to such End Users
                           under Applicable Law; provided, however,

                           9.6.7.1  in PACIFIC only, following expiration of the
                                    selection period and disconnection of such
                                    End Users, where facilities permit, PACIFIC
                                    will furnish transferred and subsequently
                                    disconnected residential End Users with
                                    "quick dial tone."

                  9.6.8    Once the letter required by Section 9.6.1 has been
                           sent to CLEC, SBC-7STATE shall not accept any order
                           (other than a disconnect order) relating to Resale
                           Services or Network Elements from CLEC until

                           9.6.8.1  All Unpaid Charges are paid, and

                           9.6.8.2  CLEC has furnished SBC-7STATE a cash deposit
                                    calculated pursuant to the terms and
                                    conditions of Section 7.

         9.7      SNET ONLY

                  9.7.1    For nonpayment and procedures for disconnection for
                           SNET, see the applicable DPUC ordered tariff.

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10.      DISPUTE RESOLUTION

         10.1     FINALITY OF DISPUTES

                  10.1.1   Except as otherwise specifically provided for in this
                           Agreement, no claim may be brought for any dispute
                           arising from this Agreement more than twenty-four
                           (24) months from the date the occurrence which gives
                           rise to the dispute is discovered or reasonably
                           should have been discovered with the exercise of due
                           care and attention.

                  10.1.2   Notwithstanding anything contained in this Agreement
                           to the contrary, a Party shall be entitled to dispute
                           only those charges for which the Bill Due Date
                           occurred within the twelve (12) months immediately
                           preceding the date on which the other Party received
                           notice of such Disputed Amounts.

         10.2     ALTERNATIVE TO LITIGATION

                  10.2.1   The Parties desire to resolve disputes arising out of
                           this Agreement without litigation. Accordingly, the
                           Parties agree to use the following Dispute Resolution
                           procedures with respect to any controversy or claim
                           arising out of or relating to this Agreement or its
                           breach.

         10.3     COMMENCING DISPUTE RESOLUTION

                  10.3.1   Dispute Resolution shall commence upon one Party's
                           receipt of written notice of a controversy or claim
                           arising out of or relating to this Agreement or its
                           breach. No Party may pursue any claim unless such
                           written notice has first been given to the other
                           Party. There are three (3) separate Dispute
                           Resolution methods:

                           10.3.1.1 Service Center (SBC-AMERITECH), LSC
                                    (SBC-SWBT)

                           10.3.1.2 Informal Dispute Resolution; and

                           10.3.1.3 Formal Dispute Resolution, each of which is
                                    described below.

         10.4     LSC/ SERVICE CENTER DISPUTE RESOLUTION -the following Dispute
                  Resolution procedures will apply with respect to any billing
                  dispute arising out of or relating to the Agreement.

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                  10.4.1   If the written notice given pursuant to Section 10.3
                           discloses that a CLEC dispute relates to billing,
                           then the procedures set forth in this Section 10.4
                           shall be used and the dispute shall first be referred
                           to the appropriate service center SBC-AMERITECH
                           SERVICE CENTER; SBC-7STATE LOCAL SERVICE CENTER
                           (LSC); for resolution. In order to resolve a billing
                           dispute, CLEC shall furnish SBC-7STATE and
                           SBC-AMERITECH, written notice of (i) the date of the
                           bill in question, (ii) CBA/ESBA/ASBS or BAN number of
                           the bill in question, (iii) telephone number, circuit
                           ID number or trunk number in question, (iv) any USOC
                           information questioned, (v) amount billed and (vi)
                           amount in question and (vii) the reason that CLEC
                           disputes the billed amount. To be deemed a "dispute"
                           under this Section 10.4, CLEC must provide evidence
                           that it has established an interest bearing escrow
                           account that complies with the requirements set forth
                           in Section 8.4 of this Agreement and deposited all
                           Unpaid Charges relating to Resale Services and
                           Network Elements into that escrow account. Failure to
                           provide the information and evidence required by this
                           Section 10.4.1 not later than twenty-nine (29) days
                           following the Bill Due Date shall constitute CLEC's
                           irrevocable and full waiver of its right to dispute
                           the subject charges.

                  10.4.2   The Parties shall attempt to resolve Disputed Amounts
                           appearing on SBC-7STATE and SBC-AMERITECH's current
                           billing statements thirty (30) to sixty (60) calendar
                           days from the Bill Due Date (provided the CLEC
                           furnishes all requisite information and evidence
                           under Section 10.4.1 by the Bill Due Date). If not
                           resolved within thirty (30) calendar days, upon
                           request, SBC-7STATE and SBC-AMERITECH will notify
                           CLEC of the status of the dispute and the expected
                           resolution date.

                  10.4.3   The Parties shall attempt to resolve Disputed Amounts
                           appearing on statements prior to the current billing
                           statement within thirty (30) to ninety (90) calendar
                           days, but resolution may take longer depending on the
                           complexity of the dispute. If not resolved within
                           thirty (30) calendar days from the date notice of the
                           Disputed Amounts was received (provided that CLEC
                           furnishes all requisite information and evidence
                           under Section 10.4.1), SBC-7STATE and SBC-AMERITECH
                           will notify CLEC of the status of the dispute and the
                           expected resolution date.

                  10.4.4   Any notice of Disputed Amounts given by SBC-7STATE
                           and SBC-AMERITECH to CLEC pursuant to Section 10.3
                           shall furnish CLEC written notice of: (i) the date of
                           the bill in question, (ii) the account number or
                           other identification of the bill in question, (iii)
                           any telephone number, circuit ID number or trunk
                           number in question, (iv) any USOC (or other
                           descriptive information) questioned, (v) the amount
                           billed, (vi)

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                           the amount in question, and (vii) the reason that SBC
                           disputes the billed amount. The Parties shall attempt
                           to resolve Disputed Amounts appearing on current
                           billing statement(s) thirty (30) to sixty (60)
                           calendar days from the Bill Due Date (provided
                           SBC-7STATE and SBC-AMERITECH furnishes all requisite
                           information by the Bill Due Date) and Disputed
                           Amounts appearing on statements prior to the current
                           billing statement within thirty (30) to ninety (90)
                           calendar days, but resolution may take longer
                           depending on the complexity of the dispute. If not
                           resolved within thirty (30) calendar days, CLEC will
                           notify SBC-7STATE and SBC-AMERITECH of the status of
                           the dispute and the expected resolution date.

                  10.4.5   If the Non-Paying Party is not satisfied by the
                           resolution of the billing dispute under this Section
                           10.4, the Non-Paying Party may notify the Billing
                           Party in writing that it wishes to invoke the
                           Informal Resolution of Disputes afforded pursuant to
                           Section 10.5 of this Agreement.

         10.5     INFORMAL RESOLUTION OF DISPUTES

                  10.5.1   Upon receipt by one Party of notice of a dispute by
                           the other Party pursuant to Section 10.3 or Section
                           10.4.5, each Party will appoint a knowledgeable,
                           responsible representative to meet and negotiate in
                           good faith to resolve any dispute arising under this
                           Agreement. The location, form, frequency, duration,
                           and conclusion of these discussions will be left to
                           the discretion of the representatives. Upon
                           agreement, the representatives may utilize other
                           alternative Dispute Resolution procedures such as
                           mediation to assist in the negotiations. Discussions
                           and the correspondence among the representatives for
                           purposes of settlement are exempt from discovery and
                           production and will not be admissible in the
                           arbitration described below or in any lawsuit without
                           the concurrence of both Parties. Documents identified
                           in or provided with such communications that were not
                           prepared for purposes of the negotiations are not so
                           exempted, and, if otherwise admissible, may be
                           admitted in evidence in the arbitration or lawsuit.

         10.6     FORMAL DISPUTE RESOLUTION

                  10.6.1   If the Parties are unable to resolve the dispute
                           through the informal procedure described in Section
                           10.5, then either Party may invoke the formal Dispute
                           Resolution procedures described in this Section 10.6.
                           Unless agreed among all Parties, formal Dispute
                           Resolution procedures, including arbitration or other
                           procedures as appropriate, may be invoked

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                           not earlier than sixty (60) calendar days after
                           receipt of the letter initiating Dispute Resolution
                           under Section 10.3.

                  10.6.2   CLAIMS SUBJECT TO MANDATORY ARBITRATION. The
                           following claims, if not settled through informal
                           Dispute Resolution, will be subject to mandatory
                           arbitration pursuant to Section 10.7 below:

                           10.6.2.1   Each unresolved billing dispute involving
                                      one percent (1%) or less of the amounts
                                      charged to the Disputing Party under this
                                      Agreement in the state in which the
                                      dispute arises during the twelve (12)
                                      months immediately preceding receipt of
                                      the letter initiating Dispute Resolution
                                      under Section 10.3. If the disputing Party
                                      has not been billed for a minimum of
                                      twelve (12) months immediately preceding
                                      receipt of the letter initiating Dispute
                                      Resolution under Section 10.3, the Parties
                                      will annualize the actual number of months
                                      billed.

                  10.6.3   CLAIMS SUBJECT TO ELECTIVE ARBITRATION. Claims will
                           be subject to elective arbitration pursuant to
                           Section 10.7 if, and only if, the claim is not
                           settled through informal Dispute Resolution and both
                           Parties agree to arbitration. If both Parties do not
                           agree to arbitration, then either Party may proceed
                           with any remedy available to it pursuant to law,
                           equity or agency mechanism.

                  10.6.4   CLAIMS NOT SUBJECT TO ARBITRATION. If the following
                           claims are not resolved through informal Dispute
                           Resolution, they will not be subject to arbitration
                           and must be resolved through any remedy available to
                           a Party pursuant to law, equity or agency mechanism.

                           10.6.4.1 Actions seeking a temporary restraining
                                    order or an injunction related to the
                                    purposes of this Agreement.

                           10.6.4.2 Actions to compel compliance with the
                                    Dispute Resolution process.

                           10.6.4.3 All claims arising under federal or state
                                    statute(s), including antitrust claims.

         10.7     ARBITRATION

                  10.7.1   Disputes subject to mandatory or elective arbitration
                           under the provisions of this Agreement will be
                           submitted to a single arbitrator pursuant to the
                           Commercial Arbitration Rules of the American
                           Arbitration Association or

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                           pursuant to such other provider of arbitration
                           services or rules as the Parties may agree. The
                           arbitrator shall be knowledgeable of
                           telecommunications issues. Each arbitration will be
                           held in DALLAS, TEXAS (SBC-SWBT); CHICAGO, ILLINOIS
                           (SBC-AMERITECH), SAN FRANCISCO, CALIFORNIA (PACIFIC);
                           RENO, NEVADA (NEVADA); as appropriate, unless the
                           Parties agree otherwise. The arbitration hearing will
                           be requested to commence within sixty (60) calendar
                           days of the demand for arbitration. The arbitrator
                           will control the scheduling so as to process the
                           matter expeditiously. The Parties may submit written
                           briefs upon a schedule determined by the arbitrator.
                           The Parties will request that the arbitrator rule on
                           the dispute by issuing a written opinion within
                           thirty (30) calendar days after the close of
                           hearings. The Federal Arbitration Act, 9 U.S.C. Secs.
                           1-16, not state law, shall govern the arbitrability
                           of all disputes. The arbitrator will have no
                           authority to award punitive damages, exemplary
                           damages, Consequential Damages, multiple damages, or
                           any other damages not measured by the prevailing
                           Party's actual damages, and may not, in any event,
                           make any ruling, finding or award that does not
                           conform to the terms and conditions of this
                           Agreement. The times specified in this Section may be
                           extended or shortened upon mutual agreement of the
                           Parties or by the arbitrator upon a showing of good
                           cause. Each Party will bear its own costs of these
                           procedures, including attorneys' fees. The Parties
                           will equally split the fees of the arbitration and
                           the arbitrator. The arbitrator's award shall be final
                           and binding and may be entered in any court having
                           jurisdiction thereof. Judgment upon the award
                           rendered by the arbitrator may be entered in any
                           court having jurisdiction.

11.      AUDITS - APPLICABLE IN SBC-12STATE ONLY

         11.1     Subject to the restrictions set forth in Section 20 and except
                  as may be otherwise expressly provided in this Agreement, a
                  Party (the "AUDITING PARTY") may audit the other Party's (the
                  "AUDITED PARTY") books, records, data and other documents, as
                  provided herein, once annually, with the audit period
                  commencing not earlier than the date on which services were
                  first supplied under this Agreement ("SERVICE START DATE") for
                  the purpose of evaluating (i) the accuracy of Audited Party's
                  billing and invoicing of the services provided hereunder and
                  (ii) verification of compliance with any provision of this
                  Agreement that affects the accuracy of Auditing Party's
                  billing and invoicing of the services provided to Audited
                  Party hereunder. Notwithstanding the foregoing, an Auditing
                  Party may audit the Audited Party's books, records and
                  documents more than once annually if the previous audit found
                  (i) previously uncorrected net variances or errors in invoices
                  in Audited Party's favor with an aggregate value of at least
                  five percent (5%) of the amounts payable by Auditing Party for
                  audited services provided during the period covered by the
                  audit or (ii) non-compliance by Audited Party with any
                  provision of this Agreement affecting Auditing Party's billing
                  and

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                  invoicing of the services provided to Audited Party with an
                  aggregate value of at least five percent (5%) of the amounts
                  payable by Audited Party for audited services provided during
                  the period covered by the audit.

                  11.1.1   The scope of the audit shall be limited to the period
                           which is the shorter of (i) the period subsequent to
                           the last day of the period covered by the audit which
                           was last performed (or if no audit has been
                           performed, the service start date and (ii) the twelve
                           (12) month period immediately preceding the date the
                           Audited Party received notice of such requested
                           audit, but in any event not prior to the service
                           start date. Such audit shall begin no fewer than
                           thirty (30) days after Audited Party receives a
                           written notice requesting an audit and shall be
                           completed no later than thirty (30) days after the
                           start of such audit.

                  11.1.2   Such audit shall be conducted either by the Auditing
                           Party's employee(s) or an independent auditor
                           acceptable to both Parties; provided, however, if the
                           Audited Party requests that an independent auditor be
                           engaged and the Auditing Party agrees, the Audited
                           Party shall pay one-quarter (1/4) of the independent
                           auditor's fees and expenses. If an independent
                           auditor is to be engaged, the Parties shall select an
                           auditor by the thirtieth day following Audited
                           Party's receipt of a written audit notice. Auditing
                           Party shall cause the independent auditor to execute
                           a nondisclosure agreement in a form agreed upon by
                           the Parties.

                  11.1.3   Each audit shall be conducted on the premises of the
                           Audited Party during normal business hours. Audited
                           Party shall cooperate fully in any such audit and
                           shall provide the auditor reasonable access to any
                           and all appropriate Audited Party employees and any
                           books, records and other documents reasonably
                           necessary to assess (i) the accuracy of Audited
                           Party's bills and (ii) Audited Party's compliance
                           with the provisions of this Agreement that affect the
                           accuracy of Auditing Party's billing and invoicing of
                           the services provided to Audited Party hereunder.
                           Audited Party may redact from the books, records and
                           other documents provided to the auditor any Audited
                           Party Proprietary Information that reveals the
                           identity of End Users of Audited Party.

                  11.1.4   Each Party shall maintain reports, records and data
                           relevant to the billing of any services that are the
                           subject matter of this Agreement for a period of not
                           less than twenty-four (24) months after creation
                           thereof, unless a longer period is required by
                           Applicable Law.

                  11.1.5   If any audit confirms any undercharge or overcharge,
                           then Audited Party shall (i) promptly correct any
                           billing error, including making refund of any
                           overpayment by Auditing Party in the form of a credit
                           on the invoice for
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                           the first full billing cycle after the Parties have
                           agreed upon the accuracy of the audit results and
                           (ii) for any undercharge caused by the actions of the
                           Audited Party, immediately compensate Auditing Party
                           for such undercharge, and (iii) in each case,
                           calculate and pay interest as provided in Section 8.1
                           (depending on the SBC Parties involved), for the
                           number of days from the date on which such
                           undercharge or overcharge originated until the date
                           on which such credit is issued or payment is made and
                           available.

                  11.1.6   Except as may be otherwise provided in this
                           Agreement, audits shall be performed at Auditing
                           Party's expense, subject to reimbursement by Audited
                           Party of one-quarter (1/4) of any independent
                           auditor's fees and expenses in the event that an
                           audit finds, and the Parties subsequently verify, a
                           net adjustment in the charges paid or payable by
                           Auditing Party hereunder by an amount that is, on an
                           annualized basis, greater than five percent (5%) of
                           the aggregate charges for the audited services during
                           the period covered by the audit.

                  11.1.7   Any disputes concerning audit results shall be
                           referred to the Parties' respective personnel
                           responsible for informal resolution. If these
                           individuals cannot resolve the dispute within thirty
                           (30) days of the referral, either Party may request
                           in writing that an additional audit shall be
                           conducted by an independent auditor acceptable to
                           both Parties, subject to the requirements set out in
                           Section 11.1. Any additional audit shall be at the
                           requesting Party's expense.

         11.2     Audits - SNET only

                  11.2.1   Except as provided in Appendix Compensation, SNET
                           shall arrange for one (1) annual independent audit to
                           be conducted by a "Big Six" independent public
                           accounting firm or an accounting firm mutually agreed
                           to by SNET, CLEC and all other CLECs doing business
                           with SNET under the terms of an agreement adopted
                           pursuant to Sections 251 and 252 of the Act for the
                           purpose of evaluating the accuracy of SNET's billing
                           and invoicing.

                  11.2.2   SNET will cooperate fully with the independent
                           auditor in such audit and provide reasonable access
                           to any and all appropriate SNET employees, books,
                           records and other documents reasonably necessary to
                           perform the audit.

                  11.2.3   SNET shall promptly correct any billing error that is
                           revealed in the audit, including making refund of any
                           overpayment to CLEC in the form of a credit on the
                           invoice for the first full billing cycle after the
                           audit report is

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                           issued; such refund shall include interest on the
                           overpayment at the rate of eight percent (8%) per
                           year. In the event that the audit reveals any
                           underbilling and resulting underpayment to SNET by
                           CLEC, the underpayment shall be reflected in CLEC's
                           invoice for the first full billing cycle after the
                           audit report is issued. SNET will not be entitled to
                           recover interest on any underbilling to CLEC revealed
                           by the audit for the time preceding the amount
                           appearing on CLEC's bill from SNET, however, SNET
                           shall be entitled to recover interest at the interest
                           rate referenced in Section 8.1.5.1 on such
                           underbilling and CLEC shall pay interest for the
                           number of days from the Bill Due Date of the bill on
                           which such underbilling was rectified until the date
                           on which payment is made and available to SNET.

12.      DISCLAIMER OF REPRESENTATIONS AND WARRANTIES

         12.1     EXCEPT AS EXPRESSLY PROVIDED UNDER THIS AGREEMENT, NO PARTY
                  MAKES OR RECEIVES ANY WARRANTY, EXPRESS OR IMPLIED, WITH
                  RESPECT TO THE INTERCONNECTION, RESALE SERVICES, NETWORK
                  ELEMENTS, FUNCTIONS, FACILITIES, PRODUCTS AND SERVICES IT
                  PROVIDES UNDER OR IS CONTEMPLATED TO PROVIDE UNDER THIS
                  AGREEMENT AND EACH PARTY DISCLAIMS THE IMPLIED WARRANTIES OF
                  MERCHANTABILITY AND/OR OF FITNESS FOR A PARTICULAR PURPOSE.
                  ADDITIONALLY, NEITHER SBC NOR CLEC ASSUMES RESPONSIBILITY WITH
                  REGARD TO THE CORRECTNESS OF DATA OR INFORMATION SUPPLIED BY
                  THE OTHER WHEN THIS DATA OR INFORMATION IS ACCESSED AND USED
                  BY A THIRD PARTY.

13.      LIMITATION OF LIABILITY

         13.1     Except for indemnity obligations expressly set forth herein or
                  as otherwise expressly provided in specific appendices, each
                  Party's liability to the other Party for any Loss relating to
                  or arising out of such Party's performance under this
                  Agreement, including any negligent act or omission (whether
                  willful or inadvertent), whether in contract, tort or
                  otherwise, including alleged breaches of this Agreement and
                  causes of action alleged to arise from allegations that breach
                  of this Agreement also constitute a violation of a statute,
                  including the Act, shall not exceed in total the amount
                  SBC-13STATE or CLEC has charged or would have charged to the
                  other Party for the affected Interconnection, Resale Services,
                  Network Elements, functions, facilities, products and
                  service(s) that were not performed or were improperly
                  performed.

         13.2     Except as otherwise expressly provided in specific appendices,
                  in the case of any Loss alleged or claimed by a Third Party to
                  have arisen out of the negligence or

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                  willful misconduct of any Party, each Party shall bear, and
                  its obligation shall be limited to, that portion (as mutually
                  agreed to by the Parties or as otherwise established) of the
                  resulting expense caused by its own negligence or willful
                  misconduct or that of its agents, servants, contractors, or
                  others acting in aid or concert with it.

         13.3     A Party may, in its sole discretion, provide in its tariffs
                  and contracts with its End Users or Third Parties that relate
                  to any Interconnection, Resale Services, Network Elements,
                  functions, facilities, products and services provided or
                  contemplated under this Agreement that, to the maximum extent
                  permitted by Applicable Law, such Party shall not be liable to
                  such End User or Third Party for (i) any Loss relating to or
                  arising out of this Agreement, whether in contract, tort or
                  otherwise, that exceeds the amount such Party would have
                  charged the End User or Third Party for the Interconnection,
                  Resale Services, Network Elements, functions, facilities,
                  products and services that gave rise to such Loss and (ii) any
                  Consequential Damages. If a Party elects not to place in its
                  tariffs or contracts such limitation(s) of liability, and the
                  other Party incurs a Loss as a result thereof, the first Party
                  shall indemnify and reimburse the other Party for that portion
                  of the Loss that would have been limited had the first Party
                  included in its tariffs and contracts the limitation(s) of
                  liability described in this Section 13.3.

         13.4     Neither CLEC nor SBC-13STATE shall be liable to the other
                  Party for any Consequential Damages suffered by the other
                  Party, regardless of the form of action, whether in contract,
                  warranty, strict liability, tort or otherwise, including
                  negligence of any kind, whether active or passive (and
                  including alleged breaches of this Agreement and causes of
                  action alleged to arise from allegations that breach of this
                  Agreement constitutes a violation of the Act or other
                  statute), and regardless of whether the Parties knew or had
                  been advised of the possibility that such damages could result
                  in connection with or arising from anything said, omitted, or
                  done hereunder or related hereto, including willful acts or
                  omissions; provided that the foregoing shall not limit a
                  Party's obligation under Section 14.2 to indemnify, defend,
                  and hold the other Party harmless against any amounts payable
                  to a Third Party, including any Losses, and Consequential
                  Damages of such Third Party; provided, however, that nothing
                  in this Section 13.4 shall impose indemnity obligations on a
                  Party for any Loss or Consequential Damages suffered by a
                  Party's End User in connection with any affected
                  Interconnection, Resale Services, Network Elements, functions,
                  facilities, products and services. Except as provided in the
                  prior sentence, each Party hereby releases and holds harmless
                  the other Party (and such other Party's Affiliates, and their
                  respective officers, directors, employees and agents) from any
                  such Claim.

         13.5     SBC-13STATE shall not be liable for damages to a End User's
                  premises resulting from the furnishing of any Interconnection,
                  Resale Services, Network

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                  Elements, functions, facilities, products or services,
                  including, if applicable, the installation and removal of
                  equipment and associated wiring, unless the damage is caused
                  by SBC-13STATE's gross negligence or willful misconduct.
                  SBC-13STATE does not guarantee or make any warranty with
                  respect to Interconnection, Resale Services, Network Elements,
                  functions, facilities, products or services when used in an
                  explosive atmosphere.

         13.6     CLEC hereby releases SBC-13STATE from any and all liability
                  for damages due to errors or omissions in CLEC's End User
                  listing information as provided by CLEC to SBC-13STATE under
                  this Agreement, including any errors or omissions occurring in
                  CLEC's End User listing information as it appears in the White
                  Pages directory, including, but not limited to, special,
                  indirect, Consequential, punitive or incidental damages.

         13.7     SBC-13 STATE shall not be liable to CLEC, its End User or any
                  other Person for any Loss alleged to arise out of the
                  provision of access to 911 service or any errors,
                  interruptions, defects, failures or malfunctions of 911
                  service.

         13.8     This Section 13 is not intended to exempt any Party from all
                  liability under this Agreement, but only to set forth the
                  scope of liability agreed to and the type of damages that are
                  recoverable. Both Parties acknowledge that they negotiated
                  regarding alternate limitation of liability provisions but
                  that such provisions would have altered the cost, and thus the
                  price, of providing the Interconnection, Resale Services,
                  Network Elements, functions, facilities, products and services
                  available hereunder, and no different pricing reflecting
                  different costs and different limits of liability was agreed
                  to.

14.      INDEMNITY

         14.1     Except as otherwise expressly provided herein or in specific
                  appendices, each Party shall be responsible only for the
                  Interconnection, Resale Services, Network Elements, functions,
                  facilities, products and services which are provided by that
                  Party, its authorized agents, subcontractors, or others
                  retained by such Parties, and neither Party shall bear any
                  responsibility for the Interconnection, Resale Services,
                  Network Elements, functions, facilities, products and services
                  provided by the other Party, its agents, subcontractors, or
                  others retained by such Parties.

         14.2     Except as otherwise expressly provided herein or in specific
                  appendices, and to the extent not prohibited by Applicable Law
                  and not otherwise controlled by tariff, each Party (the
                  "INDEMNIFYING PARTY") shall release, defend and indemnify the
                  other Party (the "INDEMNIFIED PARTY") and hold such
                  Indemnified Party harmless against any Loss to a Third Party
                  arising out of the negligence or willful misconduct ("FAULT")
                  of such Indemnifying Party, its agents, its End Users,

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                  contractors, or others retained by such Parties, in connection
                  with the Indemnifying Party's provision of Interconnection,
                  Resale Services, Network Elements, functions, facilities,
                  products and services under this Agreement; provided, however,
                  that (i) with respect to employees or agents of the
                  Indemnifying Party, such Fault occurs while performing within
                  the scope of their employment, (ii) with respect to
                  subcontractors of the Indemnifying Party, such Fault occurs in
                  the course of performing duties of the subcontractor under its
                  subcontract with the Indemnifying Party, and (iii) with
                  respect to the Fault of employees or agents of such
                  subcontractor, such Fault occurs while performing within the
                  scope of their employment by the subcontractor with respect to
                  such duties of the subcontractor under the subcontract.

         14.3     In the case of any Loss alleged or claimed by a End User of
                  either Party, the Party whose End User alleged or claimed such
                  Loss (the "INDEMNIFYING PARTY") shall defend and indemnify the
                  other Party (the "INDEMNIFIED PARTY") against any and all such
                  Claims or Losses by its End User regardless of whether the
                  underlying Interconnection, Resale Service, Network Element,
                  function, facility, product or service giving rise to such
                  Claim or Loss was provided or provisioned by the Indemnified
                  Party, unless the Claim or Loss was caused by the gross
                  negligence or willful misconduct of the Indemnified Party.

         14.4     A Party (the "INDEMNIFYING PARTY") shall defend, indemnify and
                  hold harmless the other Party ("INDEMNIFIED PARTY") against
                  any Claim or Loss arising from the Indemnifying Party's use of
                  Interconnection, Resale Services, Network Elements, functions,
                  facilities, products and services provided under this
                  Agreement involving:

                  14.4.1   any Claim or Loss arising from such Indemnifying
                           Party's use of Interconnection, Resale Services,
                           Network Elements, functions, facilities, products and
                           services offered under this Agreement, involving any
                           Claim for libel, slander, invasion of privacy, or
                           infringement of Intellectual Property rights arising
                           from the Indemnifying Party's own communications or
                           the communications of such Indemnifying Party's End
                           Users.

                           14.4.1.1 The foregoing includes any Claims or Losses
                                    arising from disclosure of any End
                                    User-specific information associated with
                                    either the originating or terminating
                                    numbers used to provision Interconnection,
                                    Resale Services, Network Elements,
                                    functions, facilities, products or services
                                    provided hereunder and all other Claims
                                    arising out of any act or omission of the
                                    End User in the course of using any
                                    Interconnection, Resale Services, Network

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                                    Elements, functions, facilities, products or
                                    services provided pursuant to this
                                    Agreement.

                           14.4.1.2 The foregoing includes any Losses arising
                                    from Claims for actual or alleged
                                    infringement of any Intellectual Property
                                    right of a Third Party to the extent that
                                    such Loss arises from an Indemnified Party's
                                    or an Indemnified Party's End User's use of
                                    Interconnection, Resale Services, Network
                                    Elements, functions, facilities, products or
                                    services provided under this Agreement;
                                    provided, however, that an Indemnifying
                                    Party's obligation to defend and indemnify
                                    the Indemnified Party shall not apply in the
                                    case of:

                                  14.4.1.2.1 any use by an Indemnified Party
                                             or its End User of an
                                             Interconnection, Resale Service,
                                             Network Element, function,
                                             facility, product or service in
                                             combination with an
                                             Interconnection, Resale Service,
                                             Network Element, function,
                                             facility, product or service
                                             supplied by the Indemnified Party
                                             or Persons other than the
                                             Indemnifying Party; or

                                  14.4.1.2.2 where an Indemnified Party or its
                                             End User modifies or directs the
                                             Indemnifying Party to modify such
                                             Interconnection, Resale Services,
                                             Network Elements, functions,
                                             facilities, products or services;
                                             and

                                  14.4.1.2.3 no infringement would have occurred
                                             without such combined use or
                                             modification.

                  14.4.2   any and all penalties imposed on either Party because
                           of the Indemnifying Party's failure to comply with
                           the Communications Assistance to Law Enforcement Act
                           of 1994 (CALEA); provided that the Indemnifying Party
                           shall also, at its sole cost and expense, pay any
                           amounts necessary to modify or replace any equipment,
                           facilities or services provided to the Indemnified
                           Party under this Agreement to ensure that such
                           equipment, facilities and services fully comply with
                           CALEA.

         14.5     CLEC acknowledges that its right under this Agreement to
                  Interconnect with SBC-13STATE's network and to unbundle and/or
                  combine SBC's Network Elements (including combining with
                  CLEC's Network Elements) may be subject to or limited by
                  Intellectual Property rights and contract rights of Third
                  Parties.

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                  14.5.1   Subject to SBC-13STATE's obligations under any
                           Commission decisions, it is the sole obligation of
                           CLEC to obtain any consents, authorizations, or
                           licenses to or for any Third Party Intellectual
                           Property rights that may be necessary for CLEC's use
                           of Interconnection, Network Elements, functions,
                           facilities, products and services furnished under
                           this Agreement.

                  14.5.2   SBC-13STATE hereby conveys no licenses to use such
                           Intellectual Property rights and makes no warranties,
                           express or implied, concerning CLEC's (or any Third
                           Parties') rights with respect to such Intellectual
                           Property rights and contract rights, including
                           whether such rights will be violated by such
                           Interconnection or unbundling and/or combining of
                           Network Elements (including combining with CLEC's
                           Network Elements) in SBC-13STATE's network or CLEC's
                           use of other functions, facilities, products or
                           services furnished under this Agreement.

                  14.5.3   Subject to SBC-13STATE's obligations under any
                           Commission decisions and except as expressly stated
                           in this Agreement, SBC-13STATE does not and shall not
                           indemnify, defend or hold CLEC harmless, nor be
                           responsible for indemnifying or defending, or holding
                           CLEC harmless, for any Claims or Losses for actual or
                           alleged infringement of any Intellectual Property
                           right or interference with or violation of any
                           contract right that arises out of, is caused by, or
                           relates to CLEC's Interconnection with SBC-13STATE's
                           network and unbundling and/or combining SBC-13STATE's
                           Network Elements (including combining with CLEC's
                           Network Elements) or CLEC's use of other functions,
                           facilities, products or services furnished under this
                           Agreement.

         14.6     Subject to SBC-13STATE's obligations under any Commission
                  decision and except as expressly stated in this Agreement,
                  CLEC agrees to release, indemnify and hold SBC-13STATE
                  harmless from and against all Losses arising out of, caused
                  by, or relating to any real or potential claim that CLEC's
                  Interconnection with SBC-13STATE's network, or CLEC's use of
                  SBC-13STATE's Network Elements, or unbundling and/or combining
                  of SBC-13STATE's Network Elements (including combining with
                  CLEC's Network Elements) or CLEC's use of other functions,
                  facilities, products or services furnished under this
                  Agreement violates or infringes upon any Third Party
                  Intellectual Property rights or constitutes a breach of
                  contract. In no event shall SBC-13STATE be liable for any
                  actual or Consequential Damages that CLEC may suffer arising
                  out of same.

         14.7     CLEC shall reimburse SBC-13STATE for damages to SBC-13STATE's
                  facilities utilized to provide Interconnection or unbundled
                  Network Elements

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                  hereundercaused by the negligence or willful act of CLEC, its
                  agents or subcontractors or CLEC's End User or resulting from
                  CLEC's improper use of SBC-13STATE's facilities, or due to
                  malfunction of any facilities, functions, products, services
                  or equipment provided by any person or entity other than
                  SBC-13STATE. Upon reimbursement for damages, SBC-13STATE will
                  cooperate with CLEC in prosecuting a claim against the person
                  causing such damage. CLEC shall be subrogated to the right of
                  recovery by SBC-13STATE for the damages to the extent of such
                  payment.

         14.8     INDEMNIFICATION PROCEDURES

                  14.8.1   Whenever a claim shall arise for indemnification
                           under this Section 14, the relevant Indemnified
                           Party, as appropriate, shall promptly notify the
                           Indemnifying Party and request in writing the
                           Indemnifying Party to defend the same. Failure to so
                           notify the Indemnifying Party shall not relieve the
                           Indemnifying Party of any liability that the
                           Indemnifying Party might have, except to the extent
                           that such failure prejudices the Indemnifying Party's
                           ability to defend such claim.

                  14.8.2   The Indemnifying Party shall have the right to defend
                           against such liability or assertion, in which event
                           the Indemnifying Party shall give written notice to
                           the Indemnified Party of acceptance of the defense of
                           such claim and the identity of counsel selected by
                           the Indemnifying Party.

                  14.8.3   Until such time as Indemnifying Party provides
                           written notice of acceptance of the defense of such
                           claim, the Indemnified Party shall defend such claim,
                           at the expense of the Indemnifying Party, subject to
                           any right of the Indemnifying Party to seek
                           reimbursement for the costs of such defense in the
                           event that it is determined that Indemnifying Party
                           had no obligation to indemnify the Indemnified Party
                           for such claim.

                  14.8.4   Upon accepting the defense, the Indemnifying Party
                           shall have exclusive right to control and conduct the
                           defense and settlement of any such claims, subject to
                           consultation with the Indemnified Party. So long as
                           the Indemnifying Party is controlling and conducting
                           the defense, the Indemnifying Party shall not be
                           liable for any settlement by the Indemnified Party
                           unless such Indemnifying Party has approved such
                           settlement in advance and agrees to be bound by the
                           agreement incorporating such settlement.

                  14.8.5   At any time, an Indemnified Party shall have the
                           right to refuse a compromise or settlement, and, at
                           such refusing Party's cost, to take over such
                           defense; provided that, in such event the
                           Indemnifying Party shall not

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                           be responsible for, nor shall it be obligated to
                           indemnify the refusing Party against, any cost or
                           liability in excess of such refused compromise or
                           settlement.

                  14.8.6   With respect to any defense accepted by the
                           Indemnifying Party, the Indemnified Party will be
                           entitled to participate with the Indemnifying Party
                           in such defense if the claim requests equitable
                           relief or other relief that could affect the rights
                           of the Indemnified Party, and shall also be entitled
                           to employ separate counsel for such defense at such
                           Indemnified Party's expense.

                  14.8.7   If the Indemnifying Party does not accept the defense
                           of any indemnified claim as provided above, the
                           Indemnified Party shall have the right to employ
                           counsel for such defense at the expense of the
                           Indemnifying Party.

                  14.8.8   In the event of a failure to assume the defense, the
                           Indemnified Party may negotiate a settlement, which
                           shall be presented to the Indemnifying Party. If the
                           Indemnifying Party refuses to agree to the presented
                           settlement, the Indemnifying Party may take over the
                           defense. If the Indemnifying Party refuses to agree
                           to the presented settlement and refuses to take over
                           the defense, the Indemnifying Party shall be liable
                           for any reasonable cash settlement not involving any
                           admission of liability by the Indemnifying Party,
                           though such settlement may have been made by the
                           Indemnified Party without approval of the
                           Indemnifying Party, it being the Parties' intent that
                           no settlement involving a non-monetary concession by
                           the Indemnifying Party, including an admission of
                           liability by such Party, shall take effect without
                           the written approval of the Indemnifying Party.

                  14.8.9   Each Party agrees to cooperate and to cause its
                           employees and agents to cooperate with the other
                           Party in the defense of any such claim and the
                           relevant records of each Party shall be available to
                           the other Party with respect to any such defense,
                           subject to the restrictions and limitations set forth
                           in Section 20.

15.      REMEDIES

         15.1     Except as otherwise provided in this Agreement, no remedy set
                  forth herein is intended to be exclusive and each and every
                  remedy shall be cumulative and in addition to any other rights
                  or remedies now or hereafter existing under Applicable Law or
                  otherwise

16.      INTELLECTUAL PROPERTY

         16.1     INTELLECTUAL PROPERTY - SBC-8STATE
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                  16.1.1   SBC-8STATE will provide to CLEC a list of all
                           vendors/licensors applicable to unbundled Network
                           Element(s) (which vendors have provided SBC-8STATE a
                           software license) within seven (7) days of CLEC's
                           request for such a list. Except as may be required by
                           Commission decisions, SBC-8STATE makes no warranties,
                           express or implied, concerning CLEC's (or any Third
                           Parties) rights with respect to the use of
                           Intellectual Property rights. SBC-8STATE reserves the
                           right to amend the Intellectual Property provision of
                           this Agreement to reflect the FCC ruling (and any
                           appeal therefrom) in CC Docket No. 96-98 (File No.
                           CCBPol 97-4), IN THE MATTER OF PETITION OF MCI FOR
                           DECLARATORY RULING.

                  16.1.2   Any Intellectual Property that originates from or is
                           developed by a Party shall remain in the exclusive
                           ownership of that Party.

                  16.1.3   SBC-8STATE will indemnify CLEC for any claims of
                           infringement arising from CLEC's use of Intellectual
                           Property within the scope of any "right to use"
                           agreement negotiated by SBC-8STATE for CLEC pursuant
                           to Section 16.1.1. CLEC will indemnify SBC-8STATE for
                           any claims of infringement arising from CLEC's use of
                           Intellectual Property beyond the scope of any "right
                           to use" agreement negotiated by SBC-8STATE for CLEC
                           pursuant to Section 16.1.1.

         16.2     Intellectual Property-PACIFIC only:

                  16.2.1   To the extent required by the decision of the CPUC,
                           PACIFIC will provide CLEC with Intellectual Property
                           rights related to PACIFIC's unbundled Network
                           Elements. CLEC, as the provider of service using the
                           unbundled Network Elements, will provide all
                           features, functions, and capabilities of the
                           individual element to the End Users.

17.      NOTICES

         17.1     Subject to Section 17.2, notices given by one Party to the
                  other Party under this Agreement shall be in writing (unless
                  specifically provided otherwise herein), and unless otherwise
                  expressly required by this Agreement to be delivered to
                  another representative or point of contact, shall be

                  17.1.1   delivered personally;

                  17.1.2   delivered by express overnight delivery service;

                  17.1.3   mailed, via certified mail or first class U.S. Postal
                           Service, with postage prepaid, and a return receipt
                           requested; or

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                  17.1.4   delivered by facsimile; provided that a paper copy is
                           also sent by a method described in (a), (b) or (c) of
                           this Section 17.

                  17.1.5   Notices will be deemed given as of the earliest of:

                           17.1.5.1 the date of actual receipt,

                           17.1.5.2 the next Business Day when sent via express
                                    overnight delivery service,

                           17.1.5.3 five (5) days after mailing in the case of
                                    first class or certified U.S. Postal
                                    Service, or

                           17.1.5.4 on the date set forth on the confirmation
                                    produced by the sending facsimile machine
                                    when delivered by facsimile prior to 5:00
                                    p.m. in the recipient's time zone, but the
                                    next Business Day when delivered by
                                    facsimile at 5:00 p.m. or later in the
                                    recipient's time zone.

                  17.1.6   Notices will be addressed to the Parties as follows:

<TABLE>
<CAPTION>

                  ------------------------------------ -------------------------------- -------------------------
                  NOTICE CONTACT                       CLEC CONTACT                     SBC-13STATE CONTACT
                  ------------------------------------ -------------------------------- -------------------------
                  <S>                                  <C>                              <C>

                  NAME/TITLE                           Greg Lawhon                      Contract Administration
                                                       Senior Vice President and        ATTN: Notices Manager
                                                       General Council
                  ------------------------------------ -------------------------------- -------------------------
                  STREET ADDRESS                       2020 Baltimore                   311 S. Akard, 9th Floor
                                                                                        Four Bell Plaza
                  ------------------------------------ -------------------------------- -------------------------
                  CITY, STATE, ZIP CODE                Kansas City, MO  64108           Dallas, TX 75202-5398
                  ------------------------------------ -------------------------------- -------------------------
                  TELEPHONE NUMBER                     816-300-3225                     214-464-1933

                  ------------------------------------ -------------------------------- -------------------------
                  FACSIMILE NUMBER                     816-842-7507                     214-464-2006
                  ------------------------------------ -------------------------------- -------------------------
</TABLE>


                  17.1.7   Either Party may unilaterally change its designated
                           contact, address, telephone number and/or facsimile
                           number for the receipt of notices by giving written
                           notice to the other Party in compliance with this
                           Section. Any notice to change the designated contact,
                           address, telephone and/or facsimile number for the
                           receipt of notices shall be deemed effective ten (10)
                           days following receipt by the other Party.

         17.2     SBC-8STATE communicates official information to CLECs via its
                  Accessible Letter notification process. This process covers a
                  variety of subjects, including

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                  updates on products/services promotions; deployment of new
                  products/services; modifications and price changes to existing
                  products/services; cancellation or retirement of existing
                  products/services; and operational issues.

         17.3     In the SBC-8STATES, CLEC may elect in writing to receive
                  Accessible Letter notification via electronic mail ("E-MAIL")
                  distribution, either in lieu of or in addition to United
                  States Postal Service (postage prepaid) distribution. CLEC
                  acknowledges that United States Postal Service (postage
                  prepaid) delivery will delay receipt of the information for a
                  minimum of three (3) to five (5) days from the date the
                  information is made available via e-mail. Accessible Letter
                  notification via e-mail will be deemed given as of the earlier
                  of the date of actual receipt and the date set forth on the
                  e-mail receipt.

         17.4     In SBC-8STATE, CLEC may designate an unlimited number of
                  recipients for Accessible Letter notification via e-mail, but
                  CLEC is limited to designating a maximum of four (4)
                  recipients (in addition to the CLEC contact designated in
                  Section 17.1) for Accessible Letter notification via United
                  States Postal Service (postage prepaid).

         17.5     In SBC-8STATE, CLEC shall submit a completed Notices /
                  Accessible Letter Recipient Change Request Form (available on
                  the applicable SBC-8STATE's CLEC Handbook website) to the
                  individual specified on that form to designate in writing each
                  individual (other than the CLEC contact designated in Section
                  17.1) to whom CLEC requests Accessible Letter notification be
                  sent, whether via e-mail or United States Postal Service. CLEC
                  shall submit a completed Notices / Accessible Letter Recipient
                  Change Request Form to add, remove or change recipient
                  information for any CLEC recipient of Accessible Letters
                  (other than the CLEC contact designated in Section 17.1). Any
                  completed Notices / Accessible Letter Recipient Change Request
                  Form shall be deemed effective ten (10) days following receipt
                  by SBC-8STATE.

         17.6     SBC-SWBT ONLY:

                  17.6.1   SBC-SWBT shall provide a toll free facsimile number
                           to CLEC for the submission of requests for Resale
                           Services and Network Elements under this Agreement;
                           CLEC shall provide SBC-SWBT with a toll free
                           facsimile number for notices from SBC-SWBT relating
                           to requests for Resale Services and Network Elements
                           under this Agreement.

         17.7     SBC-AMERITECH ONLY:

                  17.7.1   SBC-AMERITECH communicates official information to
                           CLECs via its TCNet notification process. This
                           process covers a variety of subjects,

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                           including updates on products/services promotions;
                           deployment of new products/services; modifications
                           and price changes to existing products/services;
                           cancellation or retirement of existing
                           products/services; and operational issues.

18.      PUBLICITY AND USE OF TRADEMARKS OR SERVICE MARKS

         18.1     Neither Party nor its subcontractors or agents shall use in
                  any advertising or sales promotion, press releases, or other
                  publicity matters any endorsements, direct or indirect quotes,
                  or pictures that imply endorsement by the other Party or any
                  of its employees without such first Party's prior written
                  approval. The Parties will submit to each other for written
                  approval, prior to publication, all publicity matters that
                  mention or display one another's name and/or marks or contain
                  language from which a connection to said name and/or marks may
                  be inferred or implied; the Party to whom a request is
                  directed shall respond promptly. Nothing herein, however,
                  shall be construed as preventing either Party from publicly
                  stating the fact that it has executed this Agreement with the
                  other Party.

         18.2     Nothing in this Agreement shall grant, suggest, or imply any
                  authority for one Party to use the name, trademarks, service
                  marks, logos, proprietary trade dress or trade names of the
                  other Party in any advertising, press releases, publicity
                  matters, marketing and/or promotional materials or for any
                  other commercial purpose without prior written approval from
                  such other Party.

19.      NO LICENSE

         19.1     Except at otherwise expressly provided in this Agreement, no
                  license under patents, copyrights or any other Intellectual
                  Property right (other than the limited license to use
                  consistent with the terms, conditions and restrictions of this
                  Agreement) is granted by either Party or shall be implied or
                  arise by estoppel with respect to any transactions
                  contemplated under this Agreement.

20.      CONFIDENTIALITY

         20.1     All information, including specifications, microfilm,
                  photocopies, magnetic disks, magnetic tapes, audit
                  information, models, system interfaces, forecasts, computer
                  programs, software, documentation, drawings, sketches, models,
                  samples, tools, technical information, data, employee records,
                  maps, financial reports, and market data shall be deemed
                  "Confidential" or "Proprietary" (COLLECTIVELY "PROPRIETARY
                  INFORMATION") if :

                  20.1.1   Furnished or made available or otherwise disclosed by
                           one Party (the "DISCLOSING PARTY") or its agent,
                           employee, representative or Affiliate to the other
                           Party (the "RECEIVING PARTY") or its agent, employee,

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                           representative or Affiliate dealing with End
                           User-specific, facility-specific, or usage-specific
                           information, other than End User information
                           communicated for the purpose of publication or
                           directory database inclusion, 911, call processing,
                           billing or settlement or for such other purposes as
                           mutually agreed upon;

                  20.1.2   In written, graphic, electromagnetic, or other
                           tangible form and marked at the time of delivery as
                           "Confidential" or "Proprietary;"; or

                  20.1.3   Communicated orally and declared to the Receiving
                           Party at the time of delivery to be "Confidential" or
                           "Proprietary", and which shall be summarized in
                           writing and marked "Confidential" or "Proprietary"
                           and delivered to the Receiving Party within ten (10)
                           days following such disclosure; and

                  20.1.4   Any portion of any notes, analyses, data,
                           compilations, studies, interpretations or other
                           documents prepared by any Receiving Party to the
                           extent the same contain, reflect, are derived from,
                           or are based upon, any of the information described
                           in this Section 20, unless such information contained
                           or reflected in such notes, analyses, etc. is so
                           commingled with the Receiving Party's information
                           that disclosure could not possibly disclose the
                           underlying proprietary or confidential information
                           (such portions of such notes, analyses, etc. referred
                           to herein as "DERIVATIVE INFORMATION").

         20.2     PROPRIETARY INFORMATION SHALL BE HELD IN CONFIDENCE

                  20.2.1   Each Receiving Party agrees that:

                           (a)      all Proprietary Information communicated to
                                    it or any of its agents, employees,
                                    representatives and Affiliates in connection
                                    with this Agreement shall be held in
                                    confidence to the same extent as such
                                    Receiving Party holds its own confidential
                                    information of like importance; provided
                                    that such Receiving Party and its agents,
                                    employees, representatives and Affiliates
                                    shall not use less than a reasonable
                                    standard of care in maintaining the
                                    confidentiality of such information;

                           (b)      it will not, and it will not permit any of
                                    its agents, employees, representatives and
                                    Affiliates to disclose such Proprietary
                                    Information to any Third Party;

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                           (c)      it will disclose Proprietary Information
                                    only to those of its agents, employees,
                                    representatives and Affiliates who have a
                                    need for it in connection with the use or
                                    provision of any services required to
                                    fulfill this Agreement; and

                           (d)      it will, and will cause each of its agents,
                                    employees, representatives and Affiliates,
                                    to use such Proprietary Information only to
                                    perform its obligations under this Agreement
                                    or to use services provided by the
                                    Disclosing Party hereunder and for no other
                                    purpose, including its own marketing
                                    purposes.

                  20.2.2   A Receiving Party may disclose Proprietary
                           Information of a Disclosing Party to the Receiving
                           Party's agents, employees, representatives and
                           Affiliates who need to know such information to
                           perform their obligations under this Agreement;
                           provided that before disclosing any Proprietary
                           Information to any agent, employee, representative or
                           Affiliate, the Receiving Party shall notify such
                           agent, employee, representative or Affiliate of such
                           Party's obligation to comply with this Agreement. Any
                           Receiving Party so disclosing Proprietary Information
                           shall be jointly and severally liable for any breach
                           of this Agreement by any of its agents, employees,
                           representatives and Affiliates and such Receiving
                           Party agrees, at its sole expense, to use its
                           reasonable efforts (including court proceedings) to
                           restrain its agents, employees, representatives and
                           Affiliates from any prohibited or unauthorized
                           disclosure or use of the Proprietary Information.
                           Each Receiving Party making such disclosure shall
                           notify the Disclosing Party as soon as possible if it
                           has knowledge of a breach of this Agreement in any
                           material respect. A Disclosing Party shall not
                           disclose Proprietary Information directly to an
                           agent, employee, representative or Affiliate of the
                           Receiving Party without the prior written
                           authorization of the Receiving Party.

                  20.2.3   Proprietary Information shall not be reproduced by
                           any Receiving Party in any form except to the extent
                           (i) necessary to comply with the provisions of
                           Section 20.5 and (ii) reasonably necessary to perform
                           its obligations under this Agreement. All such
                           reproductions shall bear the same copyright and
                           proprietary rights notices as are contained in or on
                           the original.

         20.3     Unless otherwise agreed, the obligations of confidentiality
                  and non-use set forth in this Agreement do not apply to such
                  Proprietary Information that:

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                  20.3.1   Was at the time of receipt, already known to the
                           Receiving Party, free of any obligation to keep
                           confidential and evidenced by written records
                           prepared prior to delivery by the Disclosing Party;
                           or

                  20.3.2   Is, or becomes publicly known through no wrongful act
                           of the Receiving Party; or

                  20.3.3   Is rightfully received from a Third Party having no
                           direct or indirect secrecy or confidentiality
                           obligation to the Disclosing Party with respect to
                           such information; provided that such Receiving Party
                           has exercised commercially reasonable efforts to
                           determine whether such Third Party has any such
                           obligation; or

                  20.3.4   Is independently developed by an agent, employee
                           representative or Affiliate of the Receiving Party
                           and such Party is not involved in any manner with the
                           provision of services pursuant to this Agreement and
                           does not have any direct or indirect access to the
                           Proprietary Information; or

                  20.3.5   Is disclosed to a Third Party by the Disclosing Party
                           without similar restrictions on such Third Party's
                           rights; or

                  20.3.6   Is approved for release by written authorization of
                           the Disclosing Party, but only to the extent of the
                           authorization granted; or

                  20.3.7   Is required to be made public by the Receiving Party
                           pursuant to Applicable Law or regulation, provided
                           that such production or disclosure shall have been
                           made in accordance with Section 20.5.

         20.4     PROPOSED DISCLOSURE OF PROPRIETARY INFORMATION TO A
                  GOVERNMENTAL AUTHORITY

                  20.4.1   If a Receiving Party desires to disclose or provide
                           to a Commission, the FCC or any other governmental
                           authority any Proprietary Information of the
                           Disclosing Party, such Receiving Party shall, prior
                           to and as a condition of such disclosure, (i) provide
                           the Disclosing Party with written notice and the form
                           of such proposed disclosure as soon as possible but
                           in any event early enough to allow the Disclosing
                           Party to protect its interests in the Proprietary
                           Information to be disclosed and (ii) attempt to
                           obtain in accordance with the applicable procedures
                           of the intended recipient of such Proprietary
                           Information an appropriate order for protective
                           relief or other reliable assurance that confidential
                           treatment shall be accorded to such Proprietary
                           Information.

                  20.4.2   If a Receiving Party is required by any Governmental
                           Authority or by Applicable Law to disclose any
                           Proprietary Information, then such

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                           Receiving Party shall provide the Disclosing Party
                           with written notice of such requirement as soon as
                           possible, and in no event later than five (5)
                           calendar days after receipt of such requirement, and
                           prior to such disclosure. Upon receipt of written
                           notice of the requirement to disclose Proprietary
                           Information, the Disclosing Party at its expense, may
                           then either seek appropriate protective relief in
                           advance of such requirement to prevent all or part of
                           such disclosure or waive the Receiving Party's
                           compliance with this Section 20.4 with respect to all
                           or part of such requirement.

                  20.4.3   The Receiving Party shall use all commercially
                           reasonable efforts to cooperate with the Disclosing
                           Party in attempting to obtain any protective relief
                           which such Disclosing Party chooses to seek pursuant
                           to this Section 20.4. In the absence of such relief,
                           if the Receiving Party is legally compelled to
                           disclose any Proprietary Information, then the
                           Receiving Party shall exercise all commercially
                           reasonable efforts to preserve the confidentiality of
                           the Proprietary information, including cooperating
                           with the Disclosing Party to obtain an appropriate
                           order for protective relief or other reliable
                           assurance that confidential treatment will be
                           accorded the Proprietary Information.

         20.5     Notwithstanding any of the foregoing, SBC-13STATE shall be
                  entitled to disclose Proprietary Information on a confidential
                  basis to regulatory agencies upon request for information as
                  to SBC-13STATE's activities under the Act and SBC-13STATE need
                  not provide prior written notice of such disclosure to CLEC if
                  SBC-13STATE has obtained an appropriate order for protective
                  relief or other reliable assurance that confidential treatment
                  shall be accorded to such Proprietary Information.

         20.6     RETURN OF PROPRIETARY INFORMATION

                  20.6.1   All Proprietary Information, other than Derivative
                           Information, shall remain the property of the
                           Disclosing Party, and all documents or other tangible
                           media delivered to the Receiving Party that embody
                           such Proprietary Information shall be, at the option
                           of the Disclosing Party, either promptly returned to
                           Disclosing Party or destroyed, except as otherwise
                           may be required from time to time by Applicable Law
                           (in which case the use and disclosure of such
                           Proprietary Information will continue to be subject
                           to this Agreement), upon the earlier of (i) the date
                           on which the Receiving Party's need for it has
                           expired and (ii) the expiration or termination of
                           this Agreement.

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                  20.6.2   At the request of the Disclosing Party, any
                           Derivative Information shall be, at the option of the
                           Receiving Party, either promptly returned to the
                           Disclosing Party or destroyed, except as otherwise
                           may be required from time to time by Applicable Law
                           (in which case the use and disclosure of such
                           Derivative Information will continue to be subject to
                           this Agreement), upon the earlier of (i) the date on
                           which the Receiving Party's need for it has expired
                           and (ii) the expiration or termination of this
                           Agreement.

                  20.6.3   The Receiving Party may at any time either return the
                           Proprietary Information to the Disclosing Party or
                           destroy such Proprietary Information. If the
                           Receiving Party elects to destroy Proprietary
                           Information, all copies of such information shall be
                           destroyed and upon the written request of the
                           Disclosing Party, the Receiving Party shall provide
                           to the Disclosing Party written certification of such
                           destruction. The destruction or return of Proprietary
                           information shall not relieve any Receiving Party of
                           its obligation to continue to treat such Proprietary
                           Information in the manner required by this Agreement.

         20.7     Notwithstanding any other provision of this Agreement, the
                  Proprietary Information provisions of this Agreement shall
                  apply to all information furnished by either Party to the
                  other in furtherance of the purpose of this Agreement, even if
                  furnished before the date of this Agreement and each Party's
                  obligation to safeguard Proprietary Information disclosed
                  prior to expiration or termination of this Agreement will
                  survive such expiration or termination.

         20.8     Pursuant to Section 222(b) of the Act, both Parties agree to
                  limit their use of Proprietary Information received from the
                  other to the permitted purposes identified in the Act.

         20.9     Each Party has the right to refuse to accept any Confidential
                  Information under this Agreement, and nothing herein shall
                  obligate either Party to disclose to the other Party any
                  particular information.

         20.10    The Parties agree that an impending or existing violation of
                  any provision of this Section 20 would cause the Disclosing
                  Party irreparable injury for which it would have no adequate
                  remedy at law, and agree that Disclosing Party shall be
                  entitled to obtain immediate injunctive relief prohibiting
                  such violation, in addition to any other rights and remedies
                  available to it at law or in equity, including both specific
                  performance and monetary damages. In the event of any breach
                  of this Section 20 for which legal or equitable relief is
                  sought, all reasonable attorney's fees and other reasonable
                  costs associated therewith shall be recoverable by the
                  prevailing Party.

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21.      INTERVENING LAW

         21.1     This Agreement is entered into as a result of both
                  negotiations between the Parties and the incorporation of
                  results of orders, rules and arbitration decisions of the
                  Commissions, and/or FCC. If any of the rates, terms and/or
                  conditions herein, or any of the laws or regulations that were
                  the basis or rationale for such rates, terms and/or conditions
                  in the Agreement, are invalidated, modified or stayed by any
                  action of any state or federal regulatory or legislative
                  bodies or courts of competent jurisdiction, including any
                  decision by the Eighth Circuit relating to any of the
                  costing/pricing rules adopted by the FCC in its First Report
                  and Order, IN RE: IMPLEMENTATION OF THE LOCAL COMPETITION
                  PROVISIONS IN THE TELECOMMUNICATIONS ACT OF 1996, 11 FCC Rcd
                  15499 (1996)(e.g., Section 51.501, et seq.), upon review and
                  remand from the United States Supreme Court, in AT&T CORP. V.
                  IOWA UTILITIES BD., 119 S. Ct. 721 (1999) or AMERITECH V. FCC,
                  No. 98-1381, 1999 WL 116994, 1999 Lexis 3671 (June 1, 1999),
                  the affected provision shall be immediately invalidated,
                  modified, or stayed, consistent with the action of the
                  legislative body, court, or regulatory agency upon the written
                  request of either Party. In such event, the Parties shall
                  expend diligent efforts to arrive at an agreement regarding
                  the appropriate conforming modifications to the Agreement. If
                  negotiations fail, disputes between the Parties concerning the
                  interpretation of the actions required or provisions affected
                  by such governmental actions shall be resolved pursuant to the
                  Dispute Resolution process provided for in this Agreement.
                  Without limiting the general applicability of the foregoing,
                  the Parties acknowledge that on January 25, 1999, the United
                  States Supreme Court issued its opinion in AT&T CORP. V. IOWA
                  UTILITIES BD., 119 S. CT. 721 (1999) and on June 1, 1999, the
                  United States Supreme Court issued its opinion in AMERITECH V.
                  FCC, No. 98-1381, 1999 WL 116994, 1999 Lexis 3671 (1999). The
                  Parties further acknowledge and agree that by executing this
                  Agreement, neither Party waives any of its rights, remedies,
                  or arguments with respect to such decisions and any remand
                  thereof, including its rights under this Intervening Law
                  paragraph.

22.      GOVERNING LAW

         22.1     Unless otherwise provided by Applicable Law, this Agreement
                  shall be governed by and construed in accordance with the Act,
                  the FCC Rules and Regulations interpreting the Act and other
                  applicable federal law. To the extent that federal law would
                  apply state law in interpreting this Agreement, the domestic
                  laws of the state in which the Interconnection, Resale
                  Services, Network Elements, functions, facilities, products
                  and services at issue are furnished or sought shall apply,
                  without regard to that state's conflict of laws principles.
                  The Parties submit to personal jurisdiction in Little Rock,
                  Arkansas; San Francisco, California; New Haven, Connecticut;
                  Chicago, Illinois; Indianapolis, Indiana; Topeka, Kansas;
                  Detroit, Michigan; St. Louis, Missouri; Reno, Nevada;
                  Columbus, Ohio;

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                  Oklahoma City, Oklahoma; Dallas, Texas and Milwaukee,
                  Wisconsin, and waive any and all objection to any such venue.

23.      REGULATORY APPROVAL

         23.1     The Parties understand and agree that this Agreement and any
                  amendment or modification hereto will be filed with the
                  Commission for approval in accordance with Section 252 of the
                  Act and may thereafter be filed with the FCC. The Parties
                  believe in good faith and agree that the services to be
                  provided under this Agreement are in the public interest. Each
                  Party covenants and agrees to fully support approval of this
                  Agreement by the Commission or the FCC under Section 252 of
                  the Act without modification.

24.      CHANGES IN END USER LOCAL EXCHANGE SERVICE PROVIDER SELECTION

         24.1     Applies to SBC-12STATE ONLY

                  24.1.1   Each Party will abide by applicable federal and state
                           laws and regulations in obtaining End User
                           authorization prior to changing an End User's Local
                           Exchange Carrier to itself and in assuming
                           responsibility for any applicable charges as
                           specified in Section 258(b) of the Telecommunications
                           Act of 1996. Each Party shall deliver to the other
                           Party a representation of authorization that applies
                           to all orders submitted by a Party under this
                           Agreement requiring a LEC change. A Party's
                           representation of authorization shall be delivered to
                           the other Party prior to the first order submitted to
                           the other Party. Each Party shall retain on file all
                           applicable letters and other documentation of
                           authorization relating to its End User's selection of
                           such Party as its LEC, which documentation shall be
                           available for inspection by the other Party at its
                           request during normal business hours and at no
                           charge.

                  24.1.2   Only an End User can initiate a challenge to a change
                           in its LEC. If an End User notifies one Party that
                           the End User requests local exchange service, and the
                           other Party is such End User's LEC, then the Party
                           receiving such request shall be free to immediately
                           access such End User's CPNI subject to the
                           requirements of the applicable Appendix OSS
                           restricting access to CPNI in order to immediately
                           provide service to such End User.

                  24.1.3   When an End User changes or withdraws authorization
                           from its LEC, each Party shall release End
                           User-specific facilities belonging to the ILEC in
                           accordance with the End User's direction or that of
                           the End User's authorized agent. Further, when an End
                           User abandons its premise (that is,

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                           its place of business or domicile), SBC-12STATE is
                           free to reclaim the unbundled Network Element
                           facilities for use by another End User and is free to
                           issue service orders required to reclaim such
                           facilities.

         24.2     Applies to SNET only

                  24.2.1   The Parties agree that CLEC will not submit a Local
                           Exchange Carrier order for an End User to the Local
                           Service Provider currently serving that End User
                           without proper authorization from that End User, as
                           required by the FCC in Subpart K, Part 64 rules and
                           regulations and by the DPUC in its applicable rules
                           and regulations. SNET's wholesale tariff, Section 18,
                           further documents requirements for Local Exchange
                           Carrier changes and required End User authorizations.

                  24.2.2   The Parties agree to the re-use of existing network
                           facilities when an End User changes its provider of
                           local exchange service and the network facilities are
                           provided by the same network provider.

25.      COMPLIANCE AND CERTIFICATION

         25.1     Each Party shall comply at its own expense with all Applicable
                  Laws that relate to that Party's obligations to the other
                  Party under this Agreement. Nothing in this Agreement shall be
                  construed as requiring or permitting either Party to
                  contravene any mandatory requirement of Applicable Law.

         25.2     Each Party warrants that it has obtained all necessary state
                  certification required in each state covered by this Agreement
                  prior to ordering any Interconnection, Resale Services,
                  Network Elements, functions, facilities, products and services
                  from the other Party pursuant to this Agreement. Upon request,
                  each Party shall provide proof of certification.

         25.3     Each Party shall be responsible for obtaining and keeping in
                  effect all approvals from, and rights granted by, Governmental
                  Authorities, building and property owners, other carriers, and
                  any other Third Parties that may be required in connection
                  with the performance of its obligations under this Agreement.

         25.4     Each Party represents and warrants that any equipment,
                  facilities or services provided to the other Party under this
                  Agreement comply with the CALEA.

26.      LAW ENFORCEMENT

         26.1     SBC-12 STATE and CLEC shall reasonably cooperate with the
                  other Party in handling law enforcement requests as follows:

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                  26.1.1   INTERCEPT DEVICES:

                           26.1.1.1 Local and federal law enforcement agencies
                                    periodically request information or
                                    assistance from local telephone service
                                    providers. When either Party receives a
                                    request associated with an End User of the
                                    other Party, it shall refer such request to
                                    the Party that serves such End User, unless
                                    the request directs the receiving Party to
                                    attach a pen register, trap-and-trace or
                                    form of intercept on the Party's facilities,
                                    in which case that Party shall comply with
                                    any valid request.

                  26.1.2.  SUBPOENAS:

                           26.1.2.1 If a Party receives a subpoena for
                                    information concerning an End User the Party
                                    knows to be an End User of the other Party,
                                    it shall refer the subpoena to the
                                    Requesting Party with an indication that the
                                    other Party is the responsible company,
                                    unless the subpoena requests records for a
                                    period of time during which the receiving
                                    Party was the End User's service provider,
                                    in which case that Party will respond to any
                                    valid request.

                  26.1.3   EMERGENCIES:

                           26.1.3.1 If a Party receives a request from a law
                                    enforcement agency for a temporary number
                                    change, temporary disconnect, or one-way
                                    denial of outbound calls by the receiving
                                    Party's switch for an End User of the other
                                    Party, that Receiving Party will comply with
                                    a valid emergency request. However, neither
                                    Party shall be held liable for any claims or
                                    Losses arising from compliance with such
                                    requests on behalf of the other Party's End
                                    User and the Party serving such End User
                                    agrees to indemnify and hold the other Party
                                    harmless against any and all such claims or
                                    Losses.

                  26.2     SNET and CLEC shall reasonably cooperate with the
                           other Party in handling law enforcement requests as
                           follows:

                           26.2.1   Each of the Parties agree to comply with the
                                    applicable state and federal law enforcement
                                    authorities, laws, and requirements,
                                    including but not limited to, the
                                    Communications Assistance for Law
                                    Enforcement Act (CALEA) and to report to
                                    applicable State and Federal law enforcement
                                    authorities as required by law, the
                                    Telecommunications Services and related
                                    information provided by each of the Parties
                                    in Connecticut.

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27.      RELATIONSHIP OF THE PARTIES/INDEPENDENT CONTRACTOR

         27.1     Each Party is an independent contractor, and has and hereby
                  retains the right to exercise full control of and supervision
                  over its own performance of its obligations under this
                  Agreement and retains full control over the employment,
                  direction, compensation and discharge of its employees
                  assisting in the performance of such obligations. Each Party
                  and each Party's contractor(s) shall be solely responsible for
                  all matters relating to payment of such employees, including
                  the withholding or payment of all applicable federal, state
                  and local income taxes, social security taxes and other
                  payroll taxes with respect to its employees, as well as any
                  taxes, contributions or other obligations imposed by
                  applicable state unemployment or workers' compensation acts
                  and all other regulations governing such matters. Each Party
                  has sole authority and responsibility to hire, fire and
                  otherwise control its employees.

         27.2     Nothing contained herein shall constitute the Parties as joint
                  venturers, partners, employees or agents of one another, and
                  neither Party shall have the right or power to bind or
                  obligate the other. Nothing herein will be construed as making
                  either Party responsible or liable for the obligations and
                  undertakings of the other Party. Except for provisions herein
                  expressly authorizing a Party to act for another, nothing in
                  this Agreement shall constitute a Party as a legal
                  representative or agent of the other Party, nor shall a Party
                  have the right or authority to assume, create or incur any
                  liability or any obligation of any kind, express or implied,
                  against or in the name or on behalf of the other Party unless
                  otherwise expressly permitted by such other Party. Except as
                  otherwise expressly provided in this Agreement, no Party
                  undertakes to perform any obligation of the other Party,
                  whether regulatory or contractual, or to assume any
                  responsibility for the management of the other Party's
                  business.

28.      NO THIRD PARTY BENEFICIARIES; DISCLAIMER OF AGENCY

         28.1     This Agreement is for the sole benefit of the Parties and
                  their permitted assigns, and nothing herein expressed or
                  implied shall create or be construed to create any Third Party
                  beneficiary rights hereunder. This Agreement shall not provide
                  any Person not a party hereto with any remedy, claim,
                  liability, reimbursement, cause of action, or other right in
                  excess of those existing without reference hereto.

29.      ASSIGNMENT

         29.1     CLEC may not assign or transfer (whether by operation of law
                  or otherwise) this Agreement (or any rights or obligations
                  hereunder) to a third person without the prior written consent
                  of SBC-13STATE; provided that CLEC may assign or transfer this
                  Agreement to its Affiliate by providing ninety (90) days'
                  prior written

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                  notice to SBC-13STATE of such assignment or transfer;
                  provided, further, that such assignment is not inconsistent
                  with Applicable Law (including the Affiliate's obligation to
                  obtain proper Commission certification and approvals) or the
                  terms and conditions of this Agreement. Notwithstanding the
                  foregoing, CLEC may not assign or transfer this Agreement (or
                  any rights or obligations hereunder) to its Affiliate if that
                  Affiliate is a party to a separate agreement with SBC-13STATE
                  under Sections 251 and 252 of the Act. Any attempted
                  assignment or transfer that is not permitted is void ab
                  initio.

         29.2     As a condition of any assignment or transfer of this Agreement
                  (or any rights hereunder) that is permitted under or consented
                  to by SBC-13STATE pursuant to this Section 29, CLEC agrees
                  that any change, modification or other activity required for
                  SBC-13STATE to accommodate or recognize the successor to or
                  assignee of CLEC shall be a CLEC Change and shall be subject
                  to Section 4.10. SBC-13STATE shall have no obligation to
                  proceed with such activities nor shall any otherwise
                  acceptable assignment or transfer be effective against
                  SBC-13STATE until the Parties agree upon the charges that
                  apply to such CLEC Change.

         29.3     If during the Term, SBC-13STATE sells, assigns or otherwise
                  transfers any ILEC Territory or ILEC Assets to a person other
                  than an Affiliate or subsidiary, SBC-13STATE shall provide
                  CLEC not less than ninety (90) days prior written notice of
                  such sale, assignment or transfer. Upon the consummation of
                  such sale, assignment or transfer, CLEC acknowledges that
                  SBC-13STATE shall have no further obligations under this
                  Agreement with respect to the ILEC Territories and/or ILEC
                  Assets subject to such sale, assignment or transfer, and that
                  CLEC must establish its own Section 251 and 252 arrangement
                  with the successor to such ILEC Territory and/or ILEC Assets.

30.      DELEGATION TO AFFILIATE

         30.1     Each Party may without the consent of the other Party fulfill
                  its obligations under this Agreement by itself or may cause
                  its Affiliate(s) to take some or all of such actions to
                  fulfill such obligations. Upon such delegation, the Affiliate
                  shall become a primary obligor hereunder with respect to the
                  delegated matter, but such delegation shall not relieve the
                  delegating Party of its obligations as co-obligor hereunder.
                  Any Party which elects to perform its obligations through an
                  Affiliate shall cause its Affiliate to take all action
                  necessary for the performance of such Party's obligations
                  hereunder. Each Party represents and warrants that if an
                  obligation under this Agreement is to be performed by an
                  Affiliate, such Party has the authority to cause such
                  Affiliate to perform such obligation and such Affiliate will
                  have the resources required to accomplish the delegated
                  performance.

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31.      SUBCONTRACTING

         31.1     If either Party retains or engages any subcontractor to
                  perform any of that Party's obligations under this Agreement,
                  each Party will remain fully responsible for the performance
                  of this Agreement in accordance with its terms, including any
                  obligations either Party performs through subcontractors.

         31.2     Each Party will be solely responsible for payments due that
                  Party's subcontractors.

         31.3     No subcontractor will be deemed a Third Party beneficiary for
                  any purposes under this Agreement.

         31.4     No contract, subcontract or other agreement entered into by
                  either Party with any Third Party in connection with the
                  provision of Interconnection, Resale Services, Network
                  Elements, functions, facilities, products and services
                  hereunder will provide for any indemnity, guarantee or
                  assumption of liability by the other Party to this Agreement
                  with respect to such arrangement, except as consented to in
                  writing by the other Party.

         31.5     Any subcontractor that gains access to CPNI or Proprietary
                  Information covered by this Agreement shall be required by the
                  subcontracting Party to protect such CPNI or Proprietary
                  Information to the same extent the subcontracting Party is
                  required to protect such CPNI or Proprietary Information under
                  the terms of this Agreement.

32.      HAZARDOUS SUBSTANCES AND RESPONSIBILITY FOR
         ENVIRONMENTAL CONTAMINATION

         32.1     Each Party will be solely responsible at it own expense for
                  the proper handling, storage, transport, treatment, disposal
                  and use of all Hazardous Substances by such Party and its
                  contractors and agents. "Hazardous Substances" includes those
                  substances:

                  32.1.1   included within the definition of hazardous
                           substance, hazardous waste, hazardous material, toxic
                           substance, solid waste or pollutant or contaminant
                           under any Applicable Law, and

                  32.1.2   listed by any governmental agency as a hazardous
                           substance.

         32.2     CLEC will in no event be liable to SBC-13 STATE for any costs
                  whatsoever resulting from the presence or release of any
                  environmental hazard, including Hazardous Substances, that
                  CLEC did not introduce to the affected work location.
                  SBC-13STATE will indemnify, defend (at CLEC's request) and
                  hold CLEC and

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                  each of its officers, directors and employees harmless from
                  and against any Loss that arises out of or results from:

                  32.2.1   Any Environmental Hazard that SBC-13STATE, its
                           contractors or agents introduce to the work
                           locations, or

                  32.2.2   The presence or Release of any Environmental Hazard
                           for which SBC-13STATE is responsible under Applicable
                           Law.

         32.2     SBC-13STATE will in no event be liable to CLEC for any costs
                  whatsoever resulting from the presence or Release of any
                  Environmental Hazard that SBC-13STATE did not introduce to the
                  affected work location. CLEC will indemnify, defend (at
                  SBC-13STATE's request) and hold SBC-13STATE and each of its
                  officers, directors and employees harmless from and against
                  any Loss that arises out of or results from:

                  32.3.1   any Environmental Hazard that CLEC, its contractors
                           or agents introduce to the work locations, or

                  32.3.2   the presence or Release of any Environmental Hazard
                           for which CLEC is responsible under Applicable Law.

33.      FORCE MAJEURE

         33.1     No Party shall be responsible for delays or failures in
                  performance of any part of this Agreement (other than an
                  obligation to make money payments) resulting from acts or
                  occurrences beyond the reasonable control of such Party,
                  including acts of nature, acts of civil or military authority,
                  any law, order, regulation, ordinance of any Governmental
                  Authority, embargoes, epidemics, terrorist acts, riots,
                  insurrections, fires, explosions, earthquakes, nuclear
                  accidents, hurricanes, floods, work stoppages, equipment
                  failures, cable cuts, power blackouts, volcanic action, other
                  major environmental disturbances, unusually severe weather
                  conditions, inability to secure products or services of other
                  persons or transportation facilities or acts or omissions of
                  transportation carriers (individually or collectively, a
                  "FORCE MAJEURE EVENT") or any Delaying Event caused by the
                  other Party or any other circumstances beyond the Party's
                  reasonable control. If a Force Majeure Event shall occur, the
                  Party affected shall give prompt notice to the other Party of
                  such Force Majeure Event specifying the nature, date of
                  inception and expected duration of such Force Majeure Event,
                  whereupon such obligation or performance shall be suspended to
                  the extent such Party is affected by such Force Majeure Event
                  during the continuance thereof or be excused from such
                  performance depending on the nature, severity and duration of
                  such Force Majeure Event (and the other Party shall likewise
                  be excused from performance of its obligations to

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                  the extent such Party's obligations relate to the performance
                  so interfered with). The affected Party shall use its
                  reasonable efforts to avoid or remove the cause of
                  nonperformance and the Parties shall give like notice and
                  proceed to perform with dispatch once the causes are removed
                  or cease.

34.      TAXES

         34.1     The tax provisions set forth below apply as indicated:

                  34.1.1   TAXES - SWBT-TX

                           34.1.1.1   Each Party purchasing services hereunder
                                      shall pay or otherwise be responsible for
                                      all federal, state, or local sales, use,
                                      excise, gross receipts, municipal fees,
                                      transaction or similar taxes, fees, or
                                      surcharges (hereinafter "TAX") levied
                                      against or upon such purchasing Party (or
                                      the providing Party when such providing
                                      Party is permitted by applicable law to
                                      pass along to the purchasing Party such
                                      taxes, fees, or surcharges), except for
                                      any Tax on either Party's corporate
                                      existence, status, or income.

                  34.1.2   TAXES - SWBT-MOKA

                           34.1.2.1 Each Party purchasing services hereunder
                                    shall pay or otherwise be responsible for
                                    all federal, state, or local sales, use,
                                    excise, gross receipts, municipal fees,
                                    transaction or similar taxes, fees or
                                    surcharges (hereinafter "TAX") imposed on or
                                    with respect to the services provided by or
                                    to such Party, except for any Tax on either
                                    Party's corporate existence, status, or
                                    income.

                  34.1.3   TAXES - PACIFIC

                           34.1.3.1   Each Party purchasing services hereunder
                                      shall pay or otherwise be responsible for
                                      all federal, state, or local sales, use,
                                      excise, gross receipts, utility user,
                                      municipal fees, transaction or similar
                                      taxes, fees, or surcharges (hereinafter
                                      "TAX") imposed on or with respect to the
                                      services provided by or to such Party,
                                      except for any Tax on either Party's
                                      corporate existence, status, or income.

                  34.1.4   TAXES - NEVADA

                           34.1.4.1   Each Party purchasing services hereunder
                                      shall pay or otherwise be responsible for
                                      all federal, state, or local sales, use,
                                      excise, gross receipts, municipal fees,
                                      transaction or similar taxes, fees,

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                                    or surcharges (hereinafter "TAX") imposed on
                                    or with respect to the services provided by
                                    or to such Party, except for any Tax on
                                    either Party's corporate existence, status,
                                    or income.

                  34.1.5   TAXES - SNET

                           34.1.5.1 Each Party purchasing services hereunder
                                    shall pay or otherwise be responsible for
                                    all federal, state, or local sales, use,
                                    excise, gross receipts, transaction or
                                    similar taxes, fees, or surcharges
                                    (hereinafter "TAX") levied against or upon
                                    such purchasing party (or the providing
                                    Party when such providing Party is permitted
                                    by applicable law to pass along to the
                                    purchasing party such taxes, fees, or
                                    surcharges), except for any Tax on either
                                    party's corporate existence, status, or
                                    income.

                  34.1.6   TAXES - SBC-AMERITECH

                           34.1.6.1 Each Party purchasing services hereunder
                                    shall pay or otherwise be responsible for
                                    all federal, state, or local sales, use,
                                    excise, gross receipts, transaction or
                                    similar taxes, fees or surcharges levied
                                    against or upon such purchasing Party (or
                                    the providing Party when such providing
                                    Party is permitted to pass along to the
                                    purchasing Party such taxes, fees or
                                    surcharges), except for any tax on either
                                    Party's corporate existence, status or
                                    income. To the extent that a Party includes
                                    gross receipts taxes in any of the charges
                                    or rates of services provided hereunder, no
                                    additional gross receipts taxes shall be
                                    levied against or upon the purchasing Party.

         34.2     TAXES - SBC-13STATE

                  34.2.1   Whenever possible, Tax amounts shall be billed as a
                           separate item on the invoice. To the extent a sale is
                           claimed to be for resale tax exemption, the
                           purchasing Party shall furnish the providing Party a
                           proper resale tax exemption certificate as authorized
                           or required by statute or regulation by the
                           jurisdiction providing said resale tax exemption.
                           Failure to timely furnish said resale tax exemption
                           certificate will result in no exemption being
                           available to the purchasing Party for any charges
                           invoiced by the providing Party prior to the date the
                           purchasing Party furnishes the providing Party a
                           valid resale tax exemption certificate.

                  34.2.2   With respect to any purchase of Interconnection,
                           Resale Services, Network Elements, functions,
                           facilities, products and services under this

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                           Agreement, if any Tax is required or permitted by
                           Applicable Law to be collected from the purchasing
                           Party by the providing Party, then:

                           34.2.2.1 The providing Party shall bill the
                                    purchasing Party for such Tax;

                           34.2.2.2 The purchasing Party shall remit such Tax to
                                    the providing Party; and

                           34.2.2.3 The providing Party shall remit such
                                    collected Tax to the applicable taxing
                                    authority.

                  34.2.3   With respect to any purchase hereunder of
                           Interconnection, Resale Services, Network Elements,
                           functions, facilities, products and services that are
                           resold to a Third Party, if any Tax is imposed by
                           applicable law on the End User in connection with any
                           such purchase, then:

                           34.2.3.1 The purchasing Party shall be required to
                                    impose and/or collect such Tax from the End
                                    User; and

                           34.2.3.2 The purchasing Party shall remit such Tax to
                                    the applicable taxing authority.

                           34.2.3.3 The purchasing Party agrees to indemnify and
                                    hold harmless the providing Party on an
                                    after tax basis for any costs incurred by
                                    the providing Party as a result of actions
                                    taken by the applicable taxing authority to
                                    collect the Tax from the providing Party due
                                    to the failure of the purchasing Party to
                                    pay or collect and remit such Tax to such
                                    authority.

                  34.2.4   If the providing Party fails to collect any Tax as
                           required herein, then, as between the providing Party
                           and the purchasing Party:

                           34.2.4.1 The purchasing Party shall remain liable for
                                    such uncollected Tax; and

                           34.2.4.2 The providing Party shall be liable for any
                                    penalty and interest assessed with respect
                                    to such uncollected Tax by such authority.

                           34.2.4.3 However, if the purchasing Party fails to
                                    pay any Taxes properly billed, then, as
                                    between the providing Party and the
                                    purchasing Party, the purchasing Party will
                                    be solely responsible for payment of the
                                    Taxes, penalty and interest.

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                  34.2.5   If the purchasing Party fails to impose and/or
                           collect any Tax from End Users as required herein,
                           then, as between the providing Party and the
                           purchasing Party, the purchasing Party shall remain
                           liable for such uncollected Tax and any interest and
                           penalty assessed thereon with respect to the
                           uncollected Tax by the applicable taxing authority.
                           With respect to any Tax that the purchasing Party has
                           agreed to pay or impose on and/or collect from End
                           Users, the purchasing Party agrees to indemnify and
                           hold harmless the providing Party on an after tax
                           basis for any costs incurred by the providing Party
                           as a result of actions taken by the applicable taxing
                           authority to collect the Tax from the providing Party
                           due to the failure of the purchasing Party to pay or
                           collect and remit such Tax to such authority.

                  34.2.6   The Party obligated to pay any Tax may contest the
                           same in good faith, at its own expense, and shall be
                           entitled to the benefit of any refund or recovery;
                           provided that such contesting Party shall not permit
                           any lien to exist on any asset of the other Party by
                           reason of such contest. The Party obligated to
                           collect and remit shall cooperate in any such contest
                           by the other Party. As a condition of contesting any
                           Tax due hereunder, the contesting Party agrees to be
                           liable and indemnify and reimburse the other Party
                           for:

                           34.2.6.1 any additional amounts that may be due by
                                    reason of such contest, including any
                                    interest and penalties; and

                           34.2.6.2 all costs of cooperating with the contesting
                                    Party in any such contest.

35.      NON-WAIVER

         35.1     Except as otherwise specified in this Agreement, no waiver of
                  any provision of this Agreement and no consent to any default
                  under this Agreement shall be effective unless the same is in
                  writing and properly executed by or on behalf of the Party
                  against whom such waiver or consent is claimed. Waiver by
                  either Party of any default by the other Party shall not be
                  deemed a waiver of any other default. Failure of either Party
                  to insist on performance of any term or condition of this
                  Agreement or to exercise any right or privilege hereunder
                  shall not be construed as a continuing or future waiver of
                  such term, condition, right or privilege. No course of dealing
                  or failure of any Party to strictly enforce any term, right,
                  or condition of this Agreement in any instance shall be
                  construed as a general waiver or relinquishment of such term,
                  right or condition.

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36.      NETWORK MAINTENANCE AND MANAGEMENT

         36.1     The Parties will work cooperatively to implement this
                  Agreement. The Parties will exchange appropriate information
                  (for example, maintenance contact numbers, network
                  information, information required to comply with law
                  enforcement and other security agencies of the Government,
                  escalation processes, etc.) to achieve this desired result.

         36.2     Each Party will administer its network to ensure acceptable
                  service levels to all users of its network services. Service
                  levels are generally considered acceptable only when End Users
                  are able to establish connections with little or no delay
                  encountered in the network. Each Party will provide a 24-hour
                  contact number for Network Traffic Management issues to the
                  other's surveillance management center.

         36.3     Each Party maintains the right to implement protective network
                  traffic management controls, such as "cancel to", "call
                  gapping" or 7-digit and 10-digit code gaps, to selectively
                  cancel the completion of traffic over its network, including
                  traffic destined for the other Party's network, when required
                  to protect the public-switched network from congestion as a
                  result of occurrences such as facility failures, switch
                  congestion or failure or focused overload. Each Party shall
                  immediately notify the other Party of any protective control
                  action planned or executed.

         36.4     Where the capability exists, originating or terminating
                  traffic reroutes may be implemented by either Party to
                  temporarily relieve network congestion due to facility
                  failures or abnormal calling patterns. Reroutes shall not be
                  used to circumvent normal trunk servicing. Expansive controls
                  shall be used only when mutually agreed to by the Parties.

         36.5     The Parties shall cooperate and share pre-planning information
                  regarding cross-network call-ins expected to generate large or
                  focused temporary increases in call volumes to prevent or
                  mitigate the impact of these events on the public-switched
                  network, including any disruption or loss of service to other
                  End User. Facsimile (FAX) numbers must be exchanged by the
                  Parties to facilitate event notifications for planned mass
                  calling events.

         36.6     Neither Party shall use any Interconnection, Resale Service,
                  Network Element, function, facility, product or service
                  provided under this Agreement or any other service related
                  thereto or used in combination therewith in any manner that
                  interferes with any Party in the use of such Party's
                  Telecommunications

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                                           SBC-13STATE/BIRCH TELECOM OF OKLAHOMA
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                  Service,prevents any Party from using its Telecommunications
                  Service, impairs the quality of Telecommunications Service to
                  other carriers or to either Party's End Users, causes
                  electrical hazards to either Party's personnel, damage to
                  either Party's facilities or equipment or malfunction of
                  either Party's ordering or billing systems or equipment. Upon
                  such occurrence either Party may discontinue or refuse
                  service, but only for so long as the other Party is violating
                  this provision. Upon such violation, either Party shall
                  provide the other Party notice of the violation at the
                  earliest practicable time.

 37.     SIGNALING

         37.1     The Parties will Interconnect their networks using SS7
                  signaling as defined in GR-000317-CORE and GR-000394-CORE,
                  including ISDN User Part (ISUP) for trunk signaling and
                  Transaction Capabilities Application Part (TCAP) for CCS-based
                  features in the Interconnection of their networks. Each Party
                  may establish CCS interconnections either directly and/or
                  through a Third Party. If CCS interconnection is established
                  through a Third Party, the rates, terms, and conditions of the
                  Parties' respective tariffs will apply. If CCS interconnection
                  is established directly between CLEC and SBC-13STATE, the
                  rates, terms, and conditions of Appendix SS7 will apply.

         37.2     The Parties will cooperate in the exchange of TCAP messages to
                  facilitate full interoperability of CCS-based features between
                  their respective networks, including all CLASS features and
                  functions, to the extent each Party offers such features and
                  functions to its own End Users. All CCS signaling parameters
                  deployed by both Parties will be provided including CPN. All
                  privacy indicators will be honored.

38.      TRANSMISSION OF TRAFFIC TO THIRD PARTIES

         38.1     CLEC will not send to SBC-13STATE local traffic that is
                  destined for the network of a Third Party unless CLEC has the
                  authority to exchange traffic with that Third Party.

39.      CUSTOMER INQUIRIES

         39.1     Each Party will refer all questions regarding the other
                  Party's services or products directly to the other Party at a
                  telephone number specified by that Party.

         39.2     Each Party will ensure that all of its representatives who
                  receive inquiries regarding the other Party's services:

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                  39.2.1   Provide the number described in Section 39.1 to
                           callers who inquire about the other Party's services
                           or products; and

                  39.2.2   Do not in any way disparage or discriminate against
                           the other Party or its products or services.

         39.3     Except as otherwise provided in this Agreement, CLEC shall be
                  the primary point of contact for CLEC's End Users with respect
                  to the services CLEC provides such End Users.

         39.4     CLEC acknowledges that SBC-13STATE may, upon End User request,
                  provide services directly to such End User similar to those
                  offered to CLEC under this Agreement.

40.      EXPENSES

         40.1     Except as expressly set forth in this Agreement, each Party
                  will be solely responsible for its own expenses involved in
                  all activities related to the matters covered by this
                  Agreement.

         40.2     SBC-12STATE and CLEC shall each be responsible for one-half
                  (1/2) of expenses payable to a Third Party for Commission fees
                  or other charges (including regulatory fees and any costs of
                  notice or publication, but not including attorney's fees)
                  associated with the filing of this agreement.

41.      CONFLICT OF INTEREST

         41.1     The Parties represent that no employee or agent of either
                  Party has been or will be employed, retained, paid a fee, or
                  otherwise received or will receive any personal compensation
                  or consideration from the other Party, or any of the other
                  Party's employees or agents in connection with the negotiation
                  of this Agreement or any associated documents.

42.      SURVIVAL

         42.1     The Parties' obligations under this Agreement which by their
                  nature are intended to continue beyond the termination or
                  expiration of this Agreement shall survive the termination or
                  expiration of this Agreement. Without limiting the general
                  applicability of the foregoing, the following terms and
                  conditions of the General Terms and Conditions are
                  specifically agreed by the Parties to continue beyond the
                  termination or expiration of this Agreement: Section 5.5;
                  Section 5.6, Section 7.3; Section 8.1; Section 8.4; Section
                  8.5; Section 8.6; Section 8.7; Section 10, Section 11; Section
                  13; Section 14; Section 15; Section 16.1; Section 18; Section

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                  19; Section 20; Section 22; Section 25.4; Section 26.1.3;
                  Section 32; Section 34 and Section 42.

43.      SCOPE OF AGREEMENT

         43.1     This Agreement is intended to describe and enable specific
                  Interconnection and compensation arrangements between the
                  Parties. This Agreement is the arrangement under which the
                  Parties may purchase from each other the products and services
                  described in Section 251 of the Act and obtain approval of
                  such arrangement under Section 252 of the Act. Except as
                  agreed upon in writing, neither Party shall be required to
                  provide the other Party a function, facility, product, service
                  or arrangement described in the Act that is not expressly
                  provided herein.

         43.2     Except as specifically contained herein or provided by the FCC
                  or any Commission within its lawful jurisdiction, nothing in
                  this Agreement shall be deemed to affect any access charge
                  arrangement.

44.      AMENDMENTS AND MODIFICATIONS

         44.1     No provision of this Agreement shall be deemed amended or
                  modified by either Party unless such an amendment or
                  modification is in writing, dated, and signed by an authorized
                  representative of both Parties. The rates, terms and
                  conditions contained in the amendment shall become effective
                  upon approval of such amendment by the appropriate
                  Commissions.

         44.2     Neither Party shall be bound by any preprinted terms
                  additional to or different from those in this Agreement that
                  may appear subsequently in the other Party's form documents,
                  purchase orders, quotations, acknowledgments, invoices or
                  other communications.

45.      APPENDICES INCORPORATED BY REFERENCE

         45.1     ACCESS TO RIGHTS-OF-WAY -- SECTION 251(B)(4)

                  45.1.1   SBC-13STATE- shall provide to CLEC access to Poles,
                           Conduits and Rights of Ways pursuant to the
                           applicable Appendix ROW, which is/are attached hereto
                           and incorporated herein by reference.

         45.2     COLLOCATION -- SECTION 251(c)(6)

                  45.2.1   Collocation will be provided pursuant to the
                           applicable Appendix Collocation, which is attached
                           hereto and incorporated herein by reference.

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         45.3     DATABASE ACCESS

                  45.3.1   SBC13STATE shall provide to CLEC nondiscriminatory
                           access to databases and associated signaling
                           necessary for call routing and completion pursuant to
                           the applicable Appendix UNE, which IS/ARE attached
                           hereto and incorporated herein by reference.

         45.4     DIALING PARITY -- SECTION 251(b)(3)

                  45.4.1   The Parties shall provide Local Dialing Parity to
                           each other as required under Section 251(b)(3) of the
                           Act.

                  45.4.2   SBC12STATE shall provide IntraLATA Dialing Parity in
                           accordance with Section 271(e)(2) of the Act.

         45.5     INTERCONNECTION PURSUANT TO SECTION 251(C)(2)(A),(B),(C); 47
                  CFR SECTON 51.305(A)(1)

                  45.5.1   SBC-13STATE shall provide to CLEC Interconnection of
                           the Parties' facilities and equipment for the
                           transmission and routing of Telephone Exchange
                           Service traffic and Exchange Access traffic pursuant
                           to the applicable Appendix ITR, which IS/ARE attached
                           hereto and incorporated herein by reference. Methods
                           for Interconnection and Physical Architecture shall
                           be as defined in the applicable Appendix NIM, which
                           IS/ARE attached hereto and incorporated herein by
                           reference.

         45.6     NUMBER PORTABILITY -- SECTIONS 251(b)(2

                  45.6.1   The Parties shall provide to each other Permanent
                           Number Portability (PNP) on a reciprocal basis as
                           outlined in the applicable Appendix Number
                           Portability, which IS/ARE attached hereto and
                           incorporated herein by reference.

         45.7     OTHER SERVICES

                  45.7.1   911 AND E911 SERVICES

                           45.7.1.1   SBC-13STATE will make nondiscriminatory
                                      access to 911 and E911 services available
                                      under the terms and conditions of the
                                      applicable Appendix 911, which IS/ARE
                                      attached hereto and incorporated herein by
                                      reference.

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                  45.7.2   AIN

                           45.7.2.1 One or more of the ILECs making up
                                    SBC-13STATE have deployed a set of AIN
                                    features and functionalities unique to the
                                    particular ILEC(s). As such, the AIN network
                                    architecture, methods of access and manner
                                    of provisioning are specific to that ILEC or
                                    those ILECs. Accordingly, any request for
                                    AIN access pursuant to this Agreement must
                                    be reviewed for technical feasibility, with
                                    all rates, terms and conditions related to
                                    such request to be determined on an
                                    individual case basis and to be negotiated
                                    between the Parties. Upon request by CLEC,
                                    and where technically feasible, SBC-13STATE
                                    will provide CLEC with access to
                                    SBC-13STATE's Advanced Intelligent Network
                                    (AIN) platform, AIN Service Creation
                                    Environment (SCE) and AIN Service Management
                                    System (SMS) based upon ILEC-specific rates,
                                    terms, conditions and means of access to be
                                    negotiated by the Parties pursuant to
                                    Section 252 of the Act, and incorporated
                                    into this Agreement by Appendix or
                                    amendment, as applicable, subject to
                                    approval by the appropriate state
                                    Commission.

                  45.7.3   DIRECTORY ASSISTANCE (DA)

                           45.7.3.1 SBC-13STATE will provide nondiscriminatory
                                    access to Directory Assistance services
                                    under the terms and conditions identified in
                                    the applicable Appendix DA, which IS/ARE
                                    attached hereto and incorporated herein by
                                    reference.

                  45.7.4   HOSTING

                           45.7.4.1 At CLEC's request, SBC-SWBT and
                                    SBC-AMERITECH shall perform hosting
                                    responsibilities for the provision of
                                    billable message data and/or access usage
                                    data received from CLEC for distribution to
                                    the appropriate billing and/or processing
                                    location or for delivery to CLEC of such
                                    data via SBC-SWBT's and SBC-AMERITECH's
                                    internal network or the nationwide CMDS
                                    network pursuant to the applicable Appendix
                                    HOST, which IS/ARE attached hereto and
                                    incorporated herein by reference.

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                  45.7.5   OPERATOR SERVICES (OS)

                           45.7.5.1 SBC-13STATE shall provide nondiscriminatory
                                    access to Operator Services under the terms
                                    and conditions identified in the applicable
                                    Appendix OS, which IS/ARE attached hereto
                                    and incorporated herein by reference.

                  45.7.6   SIGNALING SYSTEM 7 INTERCONNECTION

                           45.7.6.1 At CLEC's request, SBC-13STATE shall perform
                                    SS7 interconnection services for CLEC
                                    pursuant to the applicable Appendix SS7,
                                    which IS/ARE attached hereto and
                                    incorporated herein by reference.

                  45.7.7   PUBLISHING AND DIRECTORY

                           45.7.7.1 SBC-13STATE will make nondiscriminatory
                                    access to Publishing and Directory service
                                    available under the terms and conditions of
                                    the applicable Appendix White Pages, which
                                    IS/ARE attached hereto and incorporated
                                    herein by reference.

                  45.7.8   RESALE--SECTIONS 251(B)(1)

                           45.7.8.1 SBC-13STATE shall provide to CLEC
                                    Telecommunications Services for resale at
                                    wholesale rates pursuant to the applicable
                                    Appendix Resale, which IS/ARE attached
                                    hereto and incorporated herein by reference.

                  45.7.9   TRANSMISSION AND ROUTING OF SWITCHED ACCESS TRAFFIC
                           PURSUANT TO 251(C)(2)

                           45.7.9.1 SBC-13STATE shall provide to CLEC certain
                                    trunk groups (Meet Point Trunks) under
                                    certain parameters pursuant to the
                                    applicable Appendix ITR, which IS/ARE
                                    attached hereto and incorporated herein by
                                    reference.

                  45.7.10  TRANSMISSION AND ROUTING OF TELEPHONE EXCHANGE
                           SERVICE TRAFFIC PURSUANT TO SECTION 251(C)(2)(D);
                           252(D)(1) AND (2); 47 CFR SECTIN 51.305(A)(5).

                           45.7.10.1The applicable Appendix Compensation, which
                                    IS/ARE attached hereto and incorporated
                                    herein by reference, prescribe traffic
                                    routing parameters for Local Interconnection
                                    Trunk Group(s) the Parties shall establish
                                    over the Interconnections specified in the

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                                           SBC-13STATE/BIRCH TELECOM OF OKLAHOMA
                                                                          120799

                                    applicable Appendix ITR, which IS/ARE
                                    attached hereto and incorporated herein by
                                    reference.

                  45.7.11UNBUNDLED NETWORK ELEMENTS -- SECTIONS 251(C)(3)

                           45.7.11.1Pursuant to the applicable Appendix UNE,
                                    which IS/ARE attached hereto and
                                    incorporated herein by reference,
                                    SBC-13STATE will provide CLEC access to
                                    Unbundled Network elements for the provision
                                    of Telecommunications Service as required by
                                    Sections 251 and 252 of the Act and in the
                                    Appendices hereto. CLEC agrees to provide
                                    access to its Network Elements to
                                    SBC-13STATE under the same terms, conditions
                                    and prices contained herein and in the
                                    applicable Appendices hereto.

46.      AUTHORITY

         46.1     Each of the SBC Parties represents and warrants that it is a
                  corporation duly organized, validly existing and in good
                  standing under the laws of their respective states of
                  incorporation. SBC COMMUNICATIONS INC., represents and
                  warrants that it has full power and authority to execute and
                  deliver this Agreement as agent for the SBC Parties. Each of
                  the SBC Parties that is an ILEC represents and warrants that
                  it has full power and authority to perform its obligations
                  hereunder.

         46.2     CLEC represents and warrants that it is a corporation duly
                  organized, validly existing and in good standing under the
                  laws of the State of Delaware and has full power and authority
                  to execute and deliver this Agreement and to perform its
                  obligations hereunder. CLEC represents and warrants that it
                  has been or will be certified as a LEC by the Commission(s)
                  prior to submitting any orders hereunder and is or will be
                  authorized to provide the Telecommunications Services
                  contemplated hereunder in the territory contemplated hereunder
                  prior to submission of orders for such Service.

         46.3     Each Person whose signature appears below represents and
                  warrants that he or she has authority to bind the Party on
                  whose behalf he or she has executed this Agreement.

47.      COUNTERPARTS

         47.1     This Agreement may be executed in counterparts. Each
                  counterpart shall be considered an original and such
                  counterparts shall together constitute one and the same
                  instrument.

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48.      ENTIRE AGREEMENT

         48.1     SBC-12STATE

                  48.1.1  The terms contained in this Agreement and any
                          Appendices, Attachments, Exhibits, Schedules, and
                          Addenda constitute the entire agreement between the
                          Parties with respect to the subject matter hereof,
                          superseding all prior understandings, proposals and
                          other communications, oral or written.

         48.2     SNET

                  48.2.1   The terms contained in this Agreement and any
                           Appendices, Attachments, Exhibits, Schedules,
                           Addenda, Commission approved tariffs and other
                           documents or instruments referred to herein and
                           incorporated into this Agreement by reference
                           constitute the entire agreement between the Parties
                           with respect to the subject matter hereof,
                           superseding all prior understandings, proposals and
                           other communications, oral or written.

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                                           SBC-13STATE/BIRCH TELECOM OF OKLAHOMA
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                              SBC-13STATE AGREEMENT
                                   SIGNATURES

<TABLE>
<CAPTION>

BIRCH TELECOM OF OKLAHOMA, INC.             SOUTHWESTERN BELL TELEPHONE COMPANY
                                            BY SBC TELECOMMUNICATIONS, INC.,
                                            ITS AUTHORIZED AGENT
<S>                                         <C>

Signature: /s/ Gregory C. Lawhon            Signature: /s/ Larry B. Cooper
          --------------------------                  --------------------------
Name: Gregory C. Lawhon                     Name: Larry B. Cooper
     -------------------------------             -------------------------------
(Print or Type)                             (Print or Type)

Title: Senior Vice President                Title:  President - Industry Markets
      ------------------------------
(Print or Type)

Date: January 24, 2000                       Date: January 27, 2000
     -------------------------------               -----------------------------

AECN/OCN#
          --------------------------
(Facility Based - if applicable)
</TABLE>
</TEXT>
</DOCUMENT>
