SAVVIS COMMUNICATIONS CORP
EXHIBIT 10.8
<DOCUMENT>
<TYPE>EX-10.8
<SEQUENCE>9
<FILENAME>0009.txt
<DESCRIPTION>EXHIBIT 10.8
<TEXT>


                                                                    EXHIBIT 10.8

CONFIDENTIAL MATERIALS HAVE BEEN OMITTED FROM THIS EXHIBIT PURSUANT TO A REQUEST
FOR  CONFIDENTIAL  TREATMENT AND HAVE BEEN FILED  SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION. ASTERISKS DENOTE OMISSIONS.

                               METRO IRU AGREEMENT

     THIS METRO IRU AGREEMENT  ("Agreement")  is made and entered into as of the
2nd day of August  2,  2000,  by and  between  LEVEL 3  COMMUNICATIONS,  LLC,  a
Delaware  limited  liability  company  ("Grantor")  and  SAVVIS   COMMUNICATIONS
CORPORATION, a Delaware corporation ("Grantee").

                                    RECITALS

     A.  Grantor  intends  to  construct  and/or  is  currently  constructing  a
multi-conduit  fiber  optic  communications  system  (the  "Grantor  System") as
generally described and depicted on Exhibit "A" attached hereto.

     B.  Grantor  further  intends to install  within one of the conduits of the
Grantor System a high fiber count fiber optic cable (the "Cable").

     C.  Grantee  desires  to obtain  the right to use the  number of fibers and
connecting those points identified in Exhibit "A" attached hereto.

     D.  Grantor  desires to grant to Grantee an  indefeasible  right to use the
fibers and other facilities  described herein, all upon and subject to the terms
and conditions set forth below.


                                   ARTICLE 1.
                                   DEFINITIONS


1.01  "Acceptance  Date" shall mean the date when Grantee delivers (or is deemed
to have delivered) notice of acceptance of a Completion Notice with respect to a
Segment in accordance with Article 9.

1.02 "Acceptance Testing" shall have the meaning set forth in Article 9.

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1.03  "Affiliate"  shall mean, with respect to any specified  Person,  any other
Person  that  directly  or  indirectly,  through  one  or  more  intermediaries,
controls,  is controlled  by, or is under common  control with,  such  specified
Person  ("control,"  "controlled  by" and "under common control with" shall mean
the  possession,  directly  or  indirectly,  of the power to direct or cause the
direction of the management and policies of a Person,  whether through ownership
of voting securities, by contract or credit arrangement, as trustee or executor,
or otherwise).

1.04  "Associated  Property"  shall mean the  tangible and  intangible  property
needed for the use of the Grantee Fibers as permitted by this Agreement,  as and
to  the  extent  more  particularly  described  in  this  Agreement,   including
designated  space in the Grantor  Gateway  Facilities as set forth in a separate
agreement but  excluding in any and all events any  electronic  and/or  optronic
equipment.

1.05 "Cable" shall have the meaning set forth in the Recitals.

1.06 "Completion Notice" shall have the meaning set forth in Section 9.02.

1.07 "Costs"  shall mean the actual  direct costs paid or payable in  accordance
with the established  accounting  procedures generally used by Grantor and which
Grantor utilizes in billing third parties for reimbursable  projects,  including
the  following:  (i)  direct  costs  and  out of  pocket  expenses  on a  direct
pass-through basis, and (ii) thirty percent (30%) of the amount set forth in (i)
above  for  internal  labor  costs,  including  wages,  salaries,  benefits  and
overhead.

1.08 "Dark Fiber" shall have the meaning set forth in Section 15.03.

1.09  "Design,  Planning  and  Engineering  Fee"  shall be the fee set  forth in
Exhibit "B".

1.10 "Dispute Notice" shall have the meaning set forth in Article 24.


<PAGE>


1.11 "Effective Date" shall have the meaning set forth in Section 5.01.

1.12 "Fiber Upgrade Notice" shall have the meaning set forth in Section 3.02.

1.13 "Force Majeure Event" shall have the meaning set forth in Article 19.

1.14 "Governmental  Authority" shall mean any federal, state, regional,  county,
city, municipal,  local, territorial,  or tribal government,  whether foreign or
domestic,  or  any  department,   agency,  bureau  or  other  administrative  or
regulatory body obtaining authority from any of the foregoing, including without
limitation, courts, public utilities and sewer authorities.

1.15 "Grantee  Delay Event" shall mean the failure of Grantee to timely  observe
and perform its obligations and agreements  hereunder,  which failure delays the
construction  and installation of the Grantor System with respect to one or more
Segments.

1.16 "Grantee Fibers" shall have the meaning set forth in Article 3.

1.17 "Grantor Gateway  Facilities" shall mean such facilities as may be mutually
agreed upon  between  Grantor and Grantee  which are owned,  leased or otherwise
used  by  Grantor  to  accommodate  or  house  switch  equipment,   fiber  optic
transmission  and/or  associated  ancillary  equipment  to  serve  as  a  switch
terminal, transport concentrator, hub terminal or junction.

1.18 "Grantor System" shall have the meaning set forth in the Recitals.

1.19 "Impositions" shall mean all taxes, fees, levies,  imposed duties,  charges
or withholdings of any nature  (including  without  limitation ad valorem,  real
property,  gross  receipts,  taxes and  franchise,  license  and  permit  fees),
together  with any  penalties,  fines or  interest  thereon  arising  out of the
transactions  contemplated  by this  Agreement  and/or  imposed upon the Grantor
System,  or any part thereof,  by any  Governmental  Authority.  Notwithstanding
anything to the contrary contained in this Agreement,


<PAGE>


Impositions  shall not  include  any income  taxes  assessed on the net or gross
income of Grantor and any of its Affiliates.

1.20 "Interconnection Points" shall have the meaning set forth in Section 10.01.

1.21 "IRU" shall have the meaning set forth in Article 3.

1.22 "IRU Fee" shall be the fee specified in Exhibit "B".

1.23 "Lateral  Segment" shall mean the Segments of the Grantor System identified
as such in Exhibit "A".

1.24 "Lateral Segment Fee" shall be the fee specified in Exhibit "B".

1.25 "Non-Targeted  Lateral Segment" shall have the meaning set forth in Section
8.02.

1.26 "Person" shall mean any natural person, corporation,  partnership,  limited
liability  company,  business  trust,  joint  venture,  association,  company or
Governmental Authority.

1.27 "Prime Rate" shall mean,  as of any relevant  date,  the interest rate most
recently published in the Money Rates Section of The Wall Street Journal. as the
prime rate.

1.28  "Proprietary  Information"  shall  have the  meaning  set forth in Section
23.01.

1.29 "Recurring Charge" shall have the meaning set forth in Section 13.02.

1.30 "Relocating Authority" shall have the meaning set forth in Section 6.03.

1.31 "Required Rights" shall have the meaning set forth in Section 6.01.


<PAGE>


1.32 "Route  Miles" shall mean,  for each  Segment,  the actual  number of route
miles, or portion thereof, for such Segment as constructed.

1.33  "Scheduled  Completion  Date" shall mean, with respect to each Segment and
subject to Force Majeure Events, the dates set forth on Exhibit "A".

1.34 "Segments" shall have the meaning set forth in Section 2.01.

1.35 "Segment End Points" shall have the meaning set forth in Section 2.01.

1.36 "System Route" shall have the meaning set forth in Section 2.01.

1.37  "Targeted  Lateral  Segment"  shall have the  meaning set forth in Section
8.02.

1.38 "Term" shall have the meaning set forth in Article 5.

                                   ARTICLE 2.
                                  SYSTEM ROUTE

2.01 The  Grantor  System  will  connect  the points  identified  on Exhibit "A"
attached  hereto  (each  point  identified  on  Exhibit  "A" is herein  called a
"Segment  End Point",  the route  between the  applicable  Segment End Points is
herein  called a "Segment",  and all of the Segments  together are herein called
the "System  Route").  The Grantor  System will include the  "Lateral  Segments"
(each of which shall be  considered a "Segment"  for purposes  hereof),  if any,
identified in Exhibit "A".

2.02 The  specific  location of the System Route  between  Segment End Points is
subject to change in the sole discretion of Grantor;  however,  the System Route
will connect the Segment End Points for each Segment.

                                   ARTICLE 3.
                                  GRANT OF IRU

3.01 As of the  Effective  Date for each  particular  Segment of  Grantee  Fiber
delivered by Grantor to Grantee hereunder, Grantor hereby grants to


<PAGE>


Grantee, and Grantee hereby acquires from Grantor (i) an exclusive  indefeasible
right of use in, for the  purposes  described  herein,  the number of fibers set
forth in Exhibit  "A" to be  specifically  identified  in the Cable  between the
Segment  End  Points  for  such  Segment  (the  "Grantee  Fibers");  and (ii) an
associated  and  non-exclusive  indefeasible  right  of use,  for  the  purposes
described herein, in the Associated Property  respecting such Segment,  all upon
and  subject to the terms and  conditions  set forth  herein  (collectively  the
"IRU").

3.02  Grantee may, by written  notice (a "Fiber  Upgrade  Notice")  delivered to
Grantor,  inform  Grantor that Grantee  desires to purchase an IRU in additional
fibers (whether of the same type as the Grantee Fibers or otherwise)  either (a)
along  the same  System  Route as the  Grantee  Fibers,  or (b)  within  planned
extensions  to the  then-existing  Grantor  System.  In the event  that  Grantor
subsequently  determines to install such additional  fibers,  then Grantor shall
notify Grantee of such determination.

3.03 In the event that Grantee has delivered a Fiber Upgrade  Notice and Grantor
has  received  such  notice  prior to its  determination  to install  additional
fibers,  Grantor and Grantee shall negotiate in good faith concerning  Grantee's
acquisition of a portion of such additional fibers (including negotiation of the
additional  IRU Fees due and payable by Grantee  for the use of such  additional
fibers).  The Term for use of any additional  fibers shall be, unless  otherwise
agreed in writing by the parties,  for a period which commences upon delivery of
such additional  fibers and which ends twenty (20) years  thereafter;  provided,
however,  that to the extent such extended  term  requires  Grantor to extend or
renew a Required  Right,  Grantor shall have the right to increase the Recurring
Charge in order to reflect, in Grantor's reasonable discretion, the pass through
(on a pro rata basis based upon the number of fibers within the Grantor  System)
of any increase in the payments, fees, charges, costs or other expenses incurred
or to be incurred by Grantor in connection with the extension or renewal of such
Required Right. Notwithstanding anything else in this Agreement to the contrary,
the  failure  of  Grantor  to notify  Grantee  of its  determination  to install
additional  fibers  under  Section  3.02,  or  the  failure  of the  parties  to
successfully  negotiate the terms of an IRU in such additional fibers, shall not


<PAGE>


constitute a default or breach of this Agreement  hereunder and neither  Grantee
nor Grantor  shall have any liability to the other for the  performance,  or the
failure to perform, any obligations imposed under Sections 3.02 or 3.03 hereof.

                                   ARTICLE 4.
                                      FEES

4.01  Grantee  agrees to pay,  as  compensation  for  Grantor's  performance  of
incremental design, engineering,  planning and development of the Grantee Fibers
(including but not limited to the Lateral  Segments),  the Design,  Planning and
Engineering Fee set forth in Exhibit "B".

4.02 Grantee further agrees to pay, as  compensation  for the use of the Grantee
Fibers, the IRU Fee set forth in Exhibit "B".

4.03 Grantee further agrees to pay, as  compensation  for the  construction  and
installation  of Grantee Fiber within the Lateral  Segments and as  compensation
for the use  thereof,  the  amounts  as set forth on Exhibit  "B" (the  "Lateral
Segment Fee").

4.04 In  addition  to the  foregoing  amounts,  Grantee  shall pay  directly  or
reimburse  Grantor  for all  other  sums,  costs,  fees and  expenses  which are
expressly provided to be paid by Grantee under this Agreement.

4.05 Grantor will send Grantee  invoices for payments of all other sums,  costs,
fees and expenses  owed by Grantee to Grantor  hereunder  and Grantee  shall pay
such invoiced  amounts  within thirty (30) days after receipt of such invoice by
Grantee.  Any sums not paid by Grantee when due shall bear interest at the Prime
Rate plus two percent (2%).

4.06 All payments made by Grantee  hereunder shall be made without any deduction
for or on account of Canadian  withholding  taxes  imposed by the  Government of
Canada  or its  Provinces.  If  Grantee  were  required  by law to make any such
deduction  for Canadian  withholding  from any payment due hereunder to Grantor,
then,  notwithstanding  anything to the contrary  contained  in this  Agreement,
Grantee shall pay separately an amount equal to


<PAGE>


the amount of Canadian tax withheld to Grantor.

4.07  Grantor and Grantee  acknowledge  and agree that  Grantee  shall be solely
responsible for all transaction taxes, including without limitation all sales or
use taxes,  transfer taxes or stamp taxes that are legally imposed on Grantee in
connection  with fees payable  under this Article 4.  Grantee  hereby  agrees to
indemnify  Grantor from and against any such taxes that Grantor does not collect
from Grantee due to Grantor's  failure to enforce the  collection of such taxes.
In the event  Grantor  receives  a valid and final  assessment  for  failure  to
collect such taxes from Grantee,  including  any interest or penalties  thereon,
then Grantee  shall  reimburse  Grantor for all amounts due by Grantor as taxes,
interest and or penalties upon  presentation of a valid and final  assessment to
Grantee.   In  this  regard,   Grantor  and  Grantee  agree  to  use  reasonable
administrative and judicial remedies to ascertain the validity of the assessment
issued   against   Grantor.   The  cost   incurred  in  the  pursuance  of  such
administrative and judicial remedies,  as applicable,  will be shared equally by
Grantor and Grantee.

                                   ARTICLE 5.
                                      TERM

5.01 The IRU with  respect to each Segment  shall become  effective on the first
day when both (i) the Acceptance  Date with respect to the Grantee Fibers within
a Segment has occurred  and (ii) Grantor has received  payment of all of the IRU
Fee with respect to such Segment then due to Grantor  hereunder (the  "Effective
Date").  Subject to the  provisions  of Article 20, the IRU with  respect to the
Grantee  Fibers within each Segment shall  terminate at the end of the twentieth
(20th)  anniversary  of the  Effective  Date  (the  "Term").  Grantee  shall  be
permitted to extend the Term with respect to each Segment of Grantee Fibers that
is part of a Loop  (as  delineated  in  Exhibit  "A")  so that  the  Term of all
Segments  within  such Loop expire  contemporaneously  with the Term of the last
Segment of  Grantee  Fibers  comprising  such  Loop.  In the event that  Grantee
desires to so extend the Term of any Segment of Grantee  Fibers,  Grantee  shall
(no sooner than 1 year nor later than 6 months  prior to the  expiration  of the
Term respecting such


<PAGE>


Segment of Grantee  Fibers) deliver to Grantor written notice of its election to
so extend the Term plus an additional  IRU Fee (prorated for the duration of the
extension  allowed) to compensate  for the extension of the Term (so that, as an
example,  if the term of a Segment of Grantee Fibers was extended by 1 year, the
additional  IRU Fee  would  be  1/20th  of the  amount  of the IRU Fee for  that
Segment).

5.02 Upon the expiration of the Term respecting a Segment, all rights to the use
of the Grantee Fibers therein shall revert to Grantor without  reimbursement  of
any of the IRU Fee or other sums, costs,  fees or expenses  previously made with
respect  thereto,  and from and after  such time  Grantee  shall have no further
rights or  obligations  hereunder  with  respect  thereto  unless such rights or
obligations are specifically provided herein to survive the Term.

5.03 Subject to Article 20, this  Agreement  shall become  effective on the date
hereof and shall  terminate on the date when all the Terms of the Segments shall
have expired or terminated, except that those provisions of this Agreement which
are expressly  provided herein to survive such termination  shall remain binding
on the parties hereto.

                                   ARTICLE 6.
                                 REQUIRED RIGHTS

6.01  Grantor  agrees to obtain  and  maintain  in full force and effect for and
during the Term of each Segment all rights, licenses,  permits,  authorizations,
rights-of-way, easements and other agreements which are necessary for Grantor to
obtain in order to permit Grantor to construct,  install and keep installed, and
maintain  the  Grantee  Fibers  within  such  Segment  in  accordance  with this
Agreement  and to convey the IRU in the Grantee  Fibers to Grantee and all other
rights under this  Agreement  pursuant to the IRU  (collectively,  the "Required
Rights").  Grantee  shall obtain,  prior to the  commencement  of the Term,  and
maintain  in full force and effect for and during the Term of each  Segment  all
rights, licenses, permits, authorizations,  franchises and other approvals which
are necessary for Grantee to obtain in order to permit  Grantor to grant the IRU
to Grantee and for Grantee to use the Grantee Fibers.


<PAGE>


6.02 In the event Grantor shall receive notice from any grantor or provider of a
Required  Right that  Grantor has failed to observe or perform  its  obligations
under such  Required  Right,  and  Grantor is not  contesting  in good faith the
validity of such claimed or alleged  failure,  Grantor shall give written notice
to Grantee and Grantee may, at its option  (subject to the terms and  provisions
of the  Required  Right and the  ability of third  parties to cure  defaults  of
Grantor  thereunder),  cure or correct such failure and Grantor shall  reimburse
Grantee for the costs and expenses incurred by Grantee in connection therewith.

6.03 If,  after the  Acceptance  Date with  respect  to a  Segment,  Grantor  is
required (i) by any Governmental  Authority under the power of eminent domain or
otherwise,  (ii) by the grantor or provider of any Required Right,  (iii) by any
other Person having the authority to so require (each a "Relocating Authority"),
or (iv) by the  occurrence of any Force Majeure  Event,  to relocate the Grantor
System within such Segment or any portion thereof,  Grantor shall have the right
to either  proceed  with such  relocation,  including,  but not  limited to, the
right,  in good faith,  to  reasonably  determine  the extent and timing of, and
methods  to be  used  for,  such  relocation,  or to  pay  such  amounts  to the
Relocating  Authority as are  necessary  to avoid the need for such  relocation.
Grantee shall be kept fully  informed of all  determinations  made by Grantor in
connection with such  relocation,  and any such relocation  shall be constructed
substantially  in accordance with the construction  specifications  set forth in
Exhibit "C", incorporate fiber meeting or exceeding the specifications set forth
in Exhibit "D" and be subject to Acceptance  Testing.  Grantee  shall  reimburse
Grantor for its proportionate  share of the Costs (including  Acceptance Testing
and  including  amounts  paid to a  Relocating  Authority  to avoid  relocation)
related to such relocation (to the extent Grantor has not been reimbursed by the
Relocating  Authority)  allocated  to  Grantee  pro rata  based on the number of
Grantee Fibers and the total fiber count in the affected Segments of the Grantor
System.

                                   ARTICLE 7.
                       CONSTRUCTION OF THE GRANTOR SYSTEM

7.01 Grantor will design,  engineer,  install and construct  the Grantor  System


<PAGE>


substantially  in accordance with the construction  specifications  set forth in
Exhibit "C", in a workmanlike  manner and in accordance with industry  standards
and  all  applicable  laws.  Such   responsibilities   shall  include,   without
limitation,  preparation of construction drawings,  materials specifications and
materials  requisitions.  The Grantee  Fibers and the conduit  housing the Cable
shall meet or exceed the fiber and conduit  specifications  set forth in Exhibit
"D".   Nothing   contained   herein  shall  prohibit   Grantor  from  commencing
construction  of a portion of a Segment before Grantor has obtained all Required
Rights necessary for all of such Segment.

7.02 Grantor will undertake the  Acceptance  Testing of each of the Segments and
Lateral Segments.

7.03  Occupancy by Grantee in any Grantor  Gateway  Facility shall be subject to
the  execution  of a separate  agreement  in form  mutually  acceptable  to both
Grantor and Grantee.

7.04  Grantor and Grantee  will  consult  with each other from time to time upon
request to attempt to coordinate  construction  of the Grantor System with other
network construction which may be undertaken by Grantee.

7.05  Subject to the terms and  provisions  of any  applicable  Required  Right,
Grantee  shall have the right,  but not the  obligation,  at Grantee's  cost and
expense on at least five (5) days prior  written  notice to Grantor,  to inspect
the  construction  of each  Segment,  including the  installation,  splicing and
testing of the Grantee Fibers incorporated therein;  provided that no inspection
or  failure  to inspect  by  Grantee  shall  impair,  modify or amend any of the
representations,  warranties,  covenants  and  agreements  of Grantor under this
Agreement.

7.06  Notwithstanding  anything to the contrary  contained  herein,  Grantor may
elect,  at its option,  to acquire any portion of the Grantor  System from third
parties  (whether  under a  lease,  sublease,  indefeasible  right  of  use,  or
otherwise) in lieu of constructing and installing the Grantor System  respecting
such  portion;  provided,  any  such  acquired  portion  shall  be or have  been
constructed substantially in accordance with the specifications and


<PAGE>


procedures  required by this Agreement  except for such deviations which do not,
in the  reasonable  discretion  of Grantor,  materially  diminish  the  utility,
reliability or expected useful life of the Grantor System.

                                   ARTICLE 8.
                                LATERAL SEGMENTS

8.01 In the event that  Grantee  desires to have Grantor  construct  and install
additional  Lateral Segments (other than those listed in Exhibit "A") during the
Term,  Grantee may request (in writing)  that Grantor  perform  construction  of
same. Upon receipt of such a request,  Grantor shall  determine  whether it will
construct such additional Lateral Segments; Grantor shall be under no obligation
to construct additional Lateral Segments,  and Grantee shall not be obligated to
contract with Grantor for the construction of any Lateral Segments.

8.02 A "Targeted  Lateral  Segment"  is a Lateral  Segment to connect a location
where  Grantor  has,  at the time the  written  request  is  submitted,  already
committed  to build and for which  Grantor has  secured or reserved  funding for
construction  (including those Lateral  Segments  identified as Targeted Lateral
Segments on Exhibit "A").  Any Lateral  Segment that is not a "Targeted  Lateral
Segment"  (as of the date of  Grantee's  request for fiber  within such  Lateral
Segment) shall be a "Non-Targeted  Lateral  Segment".  In the event that Grantee
requests  construction of additional  Lateral Segments and Grantor determines to
construct  same,  then  (unless  otherwise  agreed by the  parties)  the Lateral
Segment  Fee  respecting  each  such  Lateral  Segment  shall be  determined  in
accordance with Exhibit "B".

8.03 When physically and  economically  prudent (as determined in Grantor's sole
discretion),  Grantor will construct all Targeted Lateral Segments  diversely to
Grantor's  point of presence only (i.e.,  two distinct  physical  routes will be
used to connect  the  Segment  End Point on the  Grantor's  backbone  network to
Grantor's  point of presence  within or near the  targeted  building).  Building
entrance facilities,  or riser facilities within any building, may or may not be
diverse in Grantor's sole discretion. Grantor shall have discretion to determine
the design and route of all


<PAGE>


Lateral Segments  (including  decisions relating to the location or locations of
the Segment End  Points).  In the event that (for  Lateral  Segments  other than
those listed in Exhibit "A") Grantor  determines to construct a Lateral  Segment
diversely,  Grantee may (by written notice delivered no later that ten (10) days
after Grantee is informed of Grantor's  determination  to construct such Lateral
Segment  diversely)  elect not to use fibers within the diverse return route for
such Lateral  Segment,  in which event  Grantee shall be entitled to use Grantee
Fibers within only the point-to-point section of the Lateral Segment and the IRU
Fee for such Grantee  Segment shall be based on the Costs of  construction  only
for such point-to-point section.

8.04 For the Lateral  Segments  listed in Exhibit "A",  Grantor  shall  complete
construction  of each such  Lateral  Segment  no later than the last to occur of
eighteen (18) months after (a) execution of this Agreement, or (b) completion of
the Segments into which such Lateral  Segment is to connect.  Grantor shall keep
Grantee   informed  of  the  progress  of  work   necessary  to  complete   such
construction,  but Grantee shall not be entitled to any  liquidated  damages (as
set forth in Section 20.03) related to the failure to complete  construction  on
or before the date required by this Section.

                                   ARTICLE 9.
                        ACCEPTANCE TESTING AND COMPLETION

9.01 Grantor shall test the Grantee Fibers in accordance with the procedures and
standards  specified in Exhibit "E" ("Acceptance  Testing").  Acceptance Testing
shall progress span by span along each Segment as cable splicing progresses,  so
that test results may be reviewed in a timely manner.  Acceptance  Testing shall
include,  but is limited to, (i) testing of the Grantee  Fibers along a Segment,
(ii) if  applicable,  completion  of any work or  installation  required for any
Lateral  Segments  listed in Exhibit "A"  (provided  Grantor  and  Grantee  have
acquired all necessary  building access  agreements or other  authorizations  to
perform  such  installation  work at least sixty (60) days before the  Scheduled
Completion  Date for such  Segment) and (iii) if  applicable,  completion of any
build-out  (inclusive  of power)  required  for the Grantor  Gateway  Facilities
(provided Grantee has designated its space and power requirements at least sixty
(60) days before the Scheduled


<PAGE>


Completion  Date for such  Segment).  Grantee shall have the right,  but not the
obligation,  at  Grantee's  cost and  expense,  to be  present  to  observe  the
Acceptance  Testing.  Grantee shall be responsible for the timely designation of
its space and power requirements for the Grantor Gateway Facilities, acquisition
of all necessary building access agreements or other authorizations required for
installation  work and  access  to  Grantee's  Point  of  Presence  within  such
building, and completion of any work or installation required in order for it to
place the Grantee  Fibers into  operation  (and  Grantee's  failure to make such
designations,  acquire such  authorizations,  or complete such work shall not be
grounds for rejection of a Completion  Notice).  Grantor  shall provide  Grantee
with a copy of such test results.

9.02  Upon the  successful  completion  of  Acceptance  Testing  respecting  any
Segment,  Grantor shall provide written notice of same to Grantee (a "Completion
Notice")  and an  invoice  for  the  IRU Fee for  such  Segment.  Grantor  shall
contemporaneously  deliver a copy of the results of the  Acceptance  Testing for
the  entire  Segment  (if and to the  extent  that  Grantor  has not  previously
delivered  same) and Grantee  shall,  within fifteen (15) days of receipt of the
Completion Notice,  either accept or reject the Completion Notice (Grantee shall
be  permitted  to reject  only if Grantee  specifies  a material  failure of the
Grantee  Fibers to satisfy the  requirements  of this  Agreement) by delivery of
written notice to Grantor.  In the event Grantee rejects the Completion  Notice,
Grantor shall promptly, and at no cost of Grantee, commence to remedy the defect
or failure specified in Grantee's notice. Thereafter Grantor shall again conduct
Acceptance Testing and (if successfully  completed) provide Grantee a Completion
Notice with respect to such Segment.  The foregoing  procedure shall apply again
and  successively  thereafter until Grantor has remedied all defects or failures
specified  by  Grantee.  Any  failure by  Grantee  to timely  accept or reject a
Completion  Notice,  or any use of the Grantee Fibers or Associated  Property by
Grantee  for any  purpose  other  than  testing,  shall be deemed to  constitute
acceptance  for purposes of this  Agreement  and Grantee shall be deemed to have
delivered a notice of  acceptance  upon such use or on the  fifteenth  day after
delivery of the Completion Notice.  Notwithstanding  the foregoing,  Grantor may
send a separate  Completion  Notice for each Grantor  Gateway  Facility  located
along a Segment.


<PAGE>









<PAGE>


                                   ARTICLE 10.
                             INTERCONNECTION POINTS

10.01  Grantee  shall  have  the  right to  request  that  Grantor  interconnect
Grantee's  communications  system  with the  Grantee  Fibers at the  Segment End
Points and such other points as are  determined and designated by Grantor in its
sole  discretion  during  the  design,  engineering  and  permitting  phases  of
construction  ("Interconnection  Points").  None of the  Interconnection  Points
shall be in any portion of the Grantor System which transits  Canada unless such
interconnection can be accomplished in a fashion which, in Grantor's  judgement,
will not cause either  Grantor or Grantee to be in violation of applicable  laws
or regulations.

10.02  Grantor  may route the  Grantee  Fibers  through  Grantor's  space in any
Grantor Gateway Facilities, in Grantor's sole discretion;  provided such routing
shall not  materially  adversely  affect  Grantee's use of the Grantee Fibers or
Associated Property hereunder and Grantor shall be responsible for all costs and
expenses associated therewith.

10.03 Any work  respecting the Grantor System or the Grantee Fibers  required by
Grantee,  including  (a) splicing of the Grantee  Fibers,  or (b) changes in the
configuration  or other  changes  relating to Grantee's  space or racks shall be
undertaken only by Grantor at Grantee's  request and shall be performed within a
reasonable amount of time consistent with industry accepted  practices;  Grantee
shall (except with respect to splicing and incidental work at Segment End Points
(and such other  points) as previously  identified  between the parties prior to
the execution of this  Agreement,  the costs for which have been included in the
payments due hereunder)  reimburse  Grantor for all Costs incurred in connection
therewith,  plus a management  fee equal to thirty  percent (30%) of such Costs.
Grantee  shall have no right to perform work on or otherwise  physically  access
the Grantor System, except as expressly provided herein.

                                   ARTICLE 11.
                                   OPERATIONS

11.01 Subject to the access  restrictions set forth in Article 10, Grantee shall
(at its full cost and expense) have full and complete control and responsibility


<PAGE>


for  determining  any  network  and service  configuration  or designs,  routing
configurations,  re-grooming,  rearrangement  or  consolidation  of  channels or
circuits and all related functions with regard to the use of the Grantee Fibers;
provided,  such control and responsibility by Grantee shall not adversely affect
the use by any other  Person of the  Grantor  System  and/or any  electronic  or
optronic equipment used by such Person in connection therewith.

11.02  Grantee  acknowledges  and agrees that  Grantor is not  supplying  nor is
Grantor  obligated to supply to Grantee any optronic or electronic  equipment or
related facilities,  all of which are the sole responsibility of Grantee, nor is
Grantor  responsible  for  performing  any work other than as  specified in this
Agreement.

11.03 Upon not less than one  hundred  twenty  (120) days  written  notice  from
Grantor to Grantee  with  respect to  "Operating  Grantee  Fibers"  (as  defined
below),  Grantor may, at its option substitute for the Grantee Fibers within any
Segment or Segments,  or any portions  thereof,  an equal number of  alternative
fibers within such Segment or portion thereof, provided that in such event, such
substitution  (i)  shall be  effected  at the sole cost of  Grantor,  including,
without limitation,  all disconnect and reconnect costs, fees and expenses; (ii)
shall be constructed  substantially  in accordance with the  specifications  and
procedures set forth in Exhibit "C",  incorporate  fiber and conduit  meeting or
exceeding  the  specifications  set  forth in  Exhibit  "D",  and be  tested  in
accordance with the Acceptance  Testing;  (iii) shall not change any Segment End
Points  or  other  Interconnection  Points;  and  (iv)  Grantor  shall  use  all
reasonable  good faith efforts to minimize any  interruption in the operation of
the Grantee  Fibers.  Substitution  of Grantee Fibers shall not affect or extend
the Term  with  respect  to the  fibers  so  substituted.  For  purposes  of the
foregoing,  "Operating Grantee Fibers" shall mean Grantee Fibers which have been
jumpered to Grantee's  space or  equipment  at a Segment End Point.  Grantor may
substitute  Grantee  Fibers which are not Operating  Grantee  Fibers at any time
during the Term without notice to Grantee  (provided  that, in the event Grantor
has substituted the Grantee Fibers,  then at the time such Grantee requests that
its fibers be jumpered to its space or equipment, the substituted Grantee Fibers
will be tested in


<PAGE>


accordance with the provisions of this Agreement).

                                   ARTICLE 12.
                  MAINTENANCE AND REPAIR OF THE GRANTOR SYSTEM

     From and after  the  Effective  Date  with  respect  to each  Segment,  the
maintenance  of the  Grantor  System  within such  Segment  shall be provided in
accordance with the maintenance requirements and procedures set forth in Exhibit
"F"  attached  hereto.  The costs of all  Scheduled  Maintenance  (as defined in
Exhibit  "F") of the Grantee  Fibers  shall be borne by Grantor as a part of the
Recurring Charge; however, Grantee shall reimburse Grantor for its proportionate
share of the Costs of any  Unscheduled  Maintenance  (as defined in Exhibit "F")
(if but only if (i) the total Costs of such Unscheduled Maintenance exceeds five
thousand  dollars  ($5,000.00)  or (ii)  Grantee is the sole user of the Cable),
which  Costs  shall be  allocated  to  Grantee  pro rata  based on the number of
Grantee Fibers and the total fiber count in the affected  portion of the Grantor
System.


<PAGE>


                                   ARTICLE 13.
                                RECURRING CHARGE

13.01  Grantor  shall be  responsible  for the payment of the costs of Scheduled
Maintenance of the Grantor System (as defined in Exhibit "F").

13.02 In  consideration  of  Grantor's  responsibilities  under  Section  13.01,
subject to the  adjustments  described in Section  13.03,  Grantee  shall pay to
Grantor  each  year,  with  respect  to all  Segments  in a  metropolitan  area,
commencing with the Acceptance Date of the first Segment to be completed  within
such  metropolitan  area and continuing  until the expiration of the Term of the
IRU with respect to the last Segment to be  completed  within such  metropolitan
area shall have occurred,  the greater of [**] or the product obtained when: (a)
$[**] is multiplied by (b) the number of Route Miles in all such Segments within
a metropolitan area (the "Recurring Charge").

13.03  The  Recurring  Charge  shall be  increased  on each  anniversary  of the
Acceptance  Date of the first  Segment in which  Grantee will receive the IRU by
the increase,  if any, in the Consumer Price Index, All Urban Consumers (CPI-U),
U.S. City Average, published by the United States Department of Labor, Bureau of
Labor Statistics (1982-84 = 100), for the preceding twelve (12) month period. In
the event such index shall cease to be computed or  published,  Grantor  may, in
its reasonable discretion, designate a successor index to be used in determining
any increase to the Recurring Charge.

13.04 The  Recurring  Charge  shall be paid each year by Grantee in twelve  (12)
equal  installments due and payable on the first day of each month. In the event
the Acceptance  Date or expiration of the Term of a Segment occurs other than on
the first day of the month, the Recurring Charge shall be prorated.

                                   ARTICLE 14.
                                   IMPOSITIONS

14.01  Grantor  and  Grantee  acknowledge  and  agree  that it is  their  mutual
objective and intent to (i) minimize, to the extent feasible, the administrative
expenses associated with and the aggregate Impositions payable with respect


[**] CONFIDENTIAL TREATMENT REQUESTED


<PAGE>


to the  Grantor  System and the Grantee  Fibers and (ii) share such  Impositions
according to their respective interests in the Grantor System and the Cable, and
that they will cooperate with each other and coordinate  their mutual efforts to
achieve such objectives in accordance with the provisions of this Article.

14.02  Grantor  shall  be  responsible  for  and  shall  timely  pay any and all
Impositions  with respect to the construction or operation of the Grantor System
which  Impositions  are imposed or assessed  prior to the  Acceptance  Date of a
Segment. Notwithstanding the foregoing obligations, Grantor shall have the right
to challenge any such  Impositions so long as the challenge of such  Impositions
does not  materially  adversely  affect  the rights to be  delivered  to Grantee
pursuant hereto.

14.03  Following  the  Acceptance  Date for each Grantor  System and except with
respect  to  Impositions  constituting  ad  valorem  property  taxes  (which are
addressed  in  Section  14.04  below),  Grantor  shall  timely  pay  any and all
Impositions imposed upon or with respect to each Grantor System. Upon receipt of
a notice of any such  Imposition,  Grantor shall promptly notify Grantee of such
Imposition  and Grantee  shall pay or  reimburse  Grantor for its  proportionate
share of such  Imposition,  which share shall be determined based upon Grantee's
proportionate  share of the total  fiber  count in the  affected  portion of the
Grantor System under the terms of this Agreement.

14.04  Following the  Acceptance  Date for each Grantor System and except to the
extent  prohibited by applicable laws or regulations,  Grantor shall  separately
file  returns for and pay any and all ad valorem  property  taxes  imposed on or
assessed  against the Grantor System,  including the Grantee Fibers.  In lieu of
direct  reimbursement  of such  amounts,  Grantee shall pay to Grantor an amount
each year equal to the  average  Property  Tax Basis (as  defined  below)  times
1.75%, payable as of October 31 of that year. The initial Property Tax Basis for
each  Segment  shall equal the sum of the amounts  payable by Grantee to Grantor
under  Sections  4.01,  4.02,  4.03 and 4.04 with  respect to such  Segment (the
"Initial Segment Cost").  The Property Tax Basis will then be reduced by 1/15 of
the Initial  Segment Cost on each  anniversary of the  Acceptance  Date for such
Segment until the Property Tax


<PAGE>


Basis for such Segment  reaches 20% of the Initial  Segment Cost, at which point
it will  remain  fixed  for the  remaining  duration  of the Term.  The  average
Property  Tax Basis for each  Segment is the average of each day's  Property Tax
Basis for that Segment for that year,  taking into account any adjustment on the
anniversary  of the  Acceptance  Date,  and the amount to be multiplied by 1.75%
above will be the sum of such average  Property Tax Basis for all Segments  that
have been  accepted by the end of the year.  To the extent a Segment is accepted
after October 31 of the year and no payment is made with respect to such Segment
for that year,  the amount  will carry  over and be  included  in the  following
year's payment. In the event that applicable laws or regulations require Grantee
to file returns for and pay any or all ad valorem  property  taxes imposed on or
assessed against the Grantee Fibers,  Grantee shall do so. If Grantee's  payment
of such taxes  relieves  Grantor of the  obligation to report and pay ad valorem
property  taxes  with  respect  to the  portion  of the  Grantee  Fibers in such
jurisdiction,  then the amounts payable by Grantee to Grantor hereunder shall be
reduced by the amount of such  reduction in  Grantor's  ad valorem  property tax
liability  (including  any refund  received by Grantor as a result of  Grantee's
payment), as determined reasonably by the parties.

14.05 With respect to Section 14.04, Grantee may, at its sole option, separately
file  returns for and pay any and all ad valorem  property  taxes if  applicable
laws or  regulations  permit  Grantee to file returns for and pay any and all ad
valorem taxes;  provided  Grantee has notified Grantor of its intent to exercise
such  option on or before  October 31 of the year  preceding  the year for which
this option is exercised.

14.06  Notwithstanding any provision herein to the contrary,  Grantor shall have
the  right  to  contest  any  Imposition  assessed  against  it,  (including  by
nonpayment of such  Imposition  provided  such  nonpayment  does not  materially
adversely  affect the rights to be delivered to Grantee  pursuant  hereto).  The
out-of-pocket costs and expenses (including reasonable attorneys' fees) incurred
by Grantor in any such  contest  shall be shared by Grantor  and  Grantee in the
same  proportion as to which the parties would have shared in such  Impositions,
as they were  originally  assessed.  Any  refunds  or credits  resulting  from a
contest brought pursuant to this Section


<PAGE>


shall be divided  between Grantor and Grantee in the same proportion as to which
such refunded or credited Impositions were borne by Grantor and Grantee.

                                   ARTICLE 15.
                              USE OF GRANTOR SYSTEM

15.01 Grantee  represents  and warrants that it will use the Grantee  Fibers and
the  IRU  hereunder  in  compliance  with  all  applicable   government   codes,
ordinances, laws, rules and regulations.

15.02 Subject to the provisions of this  Agreement,  Grantee may use the Grantee
Fibers and the IRU for any lawful purpose.  Grantee acknowledges and agrees that
it has no right to use any fibers,  other than the Grantee  Fibers,  included or
incorporated in the Grantor  System,  and that Grantee shall keep any and all of
the  Grantor  System  free from any liens,  rights or claims of any third  party
attributable to Grantee.

15.03  Notwithstanding  anything to the contrary  contained  in this  Agreement,
Grantee  covenants and agrees that Grantee shall not, that Grantee shall have no
right to, and that Grantor may enjoin Grantee from any attempt to, assign, sell,
lease, sublease,  transfer,  grant an indefeasible right of use or other similar
right or interest in the IRU or the Grantee Fibers to anyone as Dark Fiber for a
period of four (4) years after the Acceptance Date for such Grantee Fibers.  For
purposes  hereof,  "Dark Fiber"  shall mean fiber  provided  without  electronic
and/or optronic equipment and which is not "lit" or activated.

15.04  Grantee  shall  not use the  Grantee  Fibers  in a way  which  physically
interferes in any way with or otherwise adversely affects the use of the fibers,
cable or conduit of any other Person using the Grantor System.

15.05  Grantee  and  Grantor  shall  promptly  notify  each other of any matters
pertaining  to, or the  occurrence  (or impending  occurrence)  of, any event of
which it is aware that could give rise to any damage or  impending  damage to or
loss of the Grantor System.


<PAGE>


15.06  Grantee and Grantor  agree to  cooperate  with and support  each other in
complying  with any  requirements  applicable  to their  respective  rights  and
obligations hereunder by any Governmental Authority.

                                   ARTICLE 16.
                                 INDEMNIFICATION

16.01  Subject  to the  provisions  of  Article  17,  Grantor  hereby  agrees to
indemnify, defend, protect and hold harmless Grantee and its employees, officers
and directors, from and against, and assumes liability for: (i) any injury, loss
or  damage  to any  Person,  tangible  property  or  facilities  of  any  Person
(including reasonable attorneys' fees and costs) to the extent arising out of or
resulting  from the negligence or willful  misconduct of Grantor,  its officers,
employees, servants,  Affiliates,  agents, contractors,  licensees, invitees and
vendors  arising out of or in  connection  with the  performance  or omission by
Grantor of its  obligations  or the exercise by Grantor of its rights under this
Agreement;  and (ii) any  claims,  liabilities  or  damages  arising  out of any
violation  by Grantor of any  regulation,  rule,  statute or court  order of any
Governmental Authority in connection with the performance or omission by Grantor
of  its  obligations  or the  exercise  by  Grantor  of its  rights  under  this
Agreement.

16.02  Subject  to the  provisions  of  Article  17,  Grantee  hereby  agrees to
indemnify,  defend,  protect  and  hold  harmless  Grantor,  and its  employees,
officers and  directors,  from and against,  and assumes  liability for: (i) any
injury,  loss or damage to any Person,  tangible  property or  facilities of any
Person  (including  reasonable  attorneys' fees and costs) to the extent arising
out of or resulting  from the negligence or willful  misconduct of Grantee,  its
officers,  employees,  servants,  Affiliates,  agents,  contractors,  licensees,
invitees and vendors  arising out of or in connection  with the  performance  or
omission by Grantee of its  obligations or the exercise by Grantee of its rights
under this Agreement; and (ii) any claims, liabilities or damages arising out of
any violation by Grantee of any regulation,  rule, statute or court order of any
Governmental Authority in connection with the performance or omission by Grantee
of  its  obligations  or the  exercise  by  Grantee  of its  rights  under  this
Agreement.


<PAGE>


16.03  Grantor and Grantee  agree to promptly  provide each other with notice of
any claim  which may  result in an  indemnification  obligation  hereunder.  The
indemnifying  party may  defend  such claim  with  counsel  of its own  choosing
provided  that no settlement or compromise of any such claim shall occur without
the consent of the  indemnified  party,  which consent shall not be unreasonably
withheld or delayed.

16.04 Grantor and Grantee each expressly recognize and agree that its obligation
to  indemnify,  defend,  protect  and save the other  harmless is not a material
obligation  to the  continuing  performance  of its other  obligations,  if any,
hereunder.  In the event that a party shall fail for any reason to so indemnify,
defend,  protect and save the other harmless, the injured party hereby expressly
recognizes  that its sole remedy in such event shall be the right to bring legal
proceedings  against  the other  party for its  damages as a result of the other
party's said failure to  indemnify,  defend,  protect and save  harmless.  These
obligations shall survive the expiration or termination of this Agreement.

16.05  Notwithstanding  the foregoing  provisions of this Article, to the extent
Grantor is required  under the terms and  provisions  of any  Required  Right to
indemnify  the grantor or provider  thereof from and against any and all claims,
suits,  judgments,  liabilities,  losses  and  expenses  arising  out of service
interruption,  cessation,  unreliability  of or  damage to the  Grantor  System,
regardless  of whether such claims,  suits,  judgments,  liabilities,  losses or
expenses arise from the sole or partial negligence,  willful misconduct or other
action or inaction  of such  grantor or provider  and its  employees,  servants,
agents, contractors,  subcontractors or other Persons using the property covered
by such Required  Right,  Grantee hereby releases such grantor or provider from,
and  hereby  waives,  all  claims,  suits,  judgments,  liabilities,  losses and
expenses  arising out of service  interruption,  cessation,  unreliability of or
damage  to  the  Grantor  System  regardless  of  whether  such  claims,  suits,
judgments,  liabilities,  losses  or  expenses  arise  from the sole or  partial
negligence,  willful misconduct or other action or inaction,  of such grantor or
provider or its employees,  servants,  agents,  contractors,  subcontractors  or
other Persons using the property covered by such Required Right.


<PAGE>


                                   ARTICLE 17.
                             LIMITATION OF LIABILITY

     Notwithstanding  any provision of this  Agreement to the contrary,  neither
party shall be liable to the other party for any special, incidental,  indirect,
punitive or consequential  damages, or damages for lost revenue or lost profits,
whether  foreseeable or not,  arising out of, or in connection with such party's
failure to perform its  respective  obligations  hereunder,  including,  but not
limited to,  loss of profits or revenue  (whether  arising  out of  transmission
interruptions  or  problems,  any  interruption  or  degradation  of  service or
otherwise),  or claims of customers,  whether  occasioned  by any  construction,
reconstruction,  relocation, repair or maintenance performed by, or failed to be
performed by, the other party or any other cause whatsoever, including breach of
contract,  breach of warranty,  negligence,  or strict liability, all claims for
which  damages are hereby  specifically  waived.  Except as set forth in Section
16.05,  nothing  contained  herein shall operate as a limitation on the right of
either  party  hereto to bring an action for damages  against  any third  party,
including claims for indirect,  special or consequential  damages,  based on any
acts or omissions of such third  party.  In no event shall  Grantor be liable to
Grantee for any direct injury,  loss or damages arising out of or resulting from
any cause  whatsoever  to the extent  such  damages are in excess of the IRU Fee
received from Grantee.

                                   ARTICLE 18.
                                    INSURANCE

18.01  During the term of this  Agreement,  each party shall obtain and maintain
the following insurance: (i) Commercial General Liability including coverage for
(a)  premises/operations,  (b) independent  contractors,  (c) products/completed
operations,  (d) personal and advertising injury, (e) contractual liability, and
(f) explosion,  collapse and underground hazards,  with combined single limit of
not less than  $1,000,000.00  each occurrence or its  equivalent;  (ii) Worker's
Compensation in amounts required by applicable law and Employer's Liability with
a limit of at least  $1,000,000.00  each accident;  (iii)  Automobile  Liability
including  coverage  for  owned/leased,  non-owned  or  hired  automobiles  with
combined single limit of not less than $1,000,000.00 each accident; and (iv) any
other insurance coverage required under or pursuant to the Required Rights.


<PAGE>


18.02 During the term of this  Agreement:  (i) Grantee shall obtain and maintain
"all risk" property  insurance in an amount equal to the replacement cost of all
electronic,  optronic and other equipment utilized by Grantee in connection with
the Grantee Fibers.

18.03 Both parties  expressly  acknowledge that a party shall be deemed to be in
compliance  with the  provisions  of this  Article if it  maintains  an approved
self-insurance  program  providing  for a retention of up to  $1,000,000.00.  If
either party provides any of the foregoing coverage on a claims made basis, such
policy or policies shall be for at least a three (3) year extended  reporting or
discovery period.

18.04 Unless  otherwise  agreed,  all insurance  policies  shall be obtained and
maintained  with companies rated A or better by Best's Key Rating Guide and each
party shall, upon request, provide the other party with an insurance certificate
confirming compliance with the requirements of this Article.

18.05  Grantee  and  Grantor  shall each  obtain  from the  insurance  companies
providing  the  coverage  required by this  Agreement,  the  permission  of such
insurers to allow such party to waive all rights of  subrogation  and such party
does hereby waive all rights of said insurance  companies to subrogation against
the other party, its affiliates,  subsidiaries,  assignees,  officers, directors
and  employees.  To  the  extent  of  each  party's  respective  indemnification
obligation,  each party shall name the other party as an  additional  insured on
their respective Commercial General Liability and Automobile Liability policies.

18.06 In the  event  either  party  fails to  maintain  the  required  insurance
coverage and a claim is made or suffered,  such party shall  indemnify  and hold
harmless  the  other  party  from any and all  claims  for  which  the  required
insurance would have provided coverage.

18.07 Until the  Effective  Date for a Segment,  Grantor  shall bear all risk of
loss of and damage or  destruction  to the Grantor  System  within such Segment.
Commencing as of the Effective Date, any loss, damage or


<PAGE>


destruction  of or to the Grantor  System not  otherwise  required to be insured
hereunder  shall be treated for all  purposes  as  Unscheduled  Maintenance  (as
defined in Exhibit "F").

                                   ARTICLE 19.
                                  FORCE MAJEURE

     Except as may be otherwise specifically provided in this Agreement, neither
party  shall be in default  under this  Agreement  if and to the extent that any
failure or delay in such party's  performance of one or more of its  obligations
hereunder  is  caused  by any of the  following  conditions,  and  such  party's
performance of such obligation or obligations  shall be excused and extended for
and during the period of any such delay: act of God; fire; flood;  fiber, cable,
conduit or other material  failures,  shortages or unavailability or other delay
in delivery not resulting from the  responsible  party's failure to timely place
orders  therefor;  lack  of  or  delay  in  transportation;   government  codes,
ordinances,  laws,  rules,  regulations or restrictions;  war or civil disorder;
failure of a third party to recognize a Required  Right;  any other cause beyond
the  reasonable  control of such party and,  in the case of  Grantor,  a Grantee
Delay Event (each a "Force Majeure Event"). The party claiming relief under this
Article  shall notify the other in writing of the  existence of the event relied
on and the cessation or termination of said event.

                                   ARTICLE 20.
                                     DEFAULT

20.01  If (i)  Grantee  makes  a  general  assignment  for  the  benefit  of its
creditors,  files a voluntary  petition in  bankruptcy or any petition or answer
seeking,   consenting  to,  or  acquiescing  in   reorganization,   arrangement,
adjustment,  composition,  liquidation,  dissolution or similar relief;  (ii) an
involuntary petition in bankruptcy,  other insolvency protection against Grantee
as filed and not dismissed  with 120 days; or (iii) Grantee fails to observe and
perform the terms and  provisions of this  Agreement and such failure  continues
for a period of thirty (30) days after  written  notice from Grantor (or if such
failure is not  susceptible  of a cure within such thirty (30) day period,  cure
has not been commenced and diligently  pursued  thereafter to completion),  then
Grantor may (A) terminate  this  Agreement and the Term, in whole or in part, in
which event Grantor shall have no further


<PAGE>


duties or obligations hereunder, and (B) subject to Article 17, pursue any legal
remedies it may have under  applicable  law or principles of equity  relating to
such  default,  including an action for  damages,  specific  performance  and/or
injunctive relief.

20.02  If (i)  Grantor  makes  a  general  assignment  for  the  benefit  of its
creditors,  files a voluntary  petition in  bankruptcy or any petition or answer
seeking,   consenting  to,  or  acquiescing  in   reorganization,   arrangement,
adjustment,  composition,  liquidation,  dissolution or similar relief;  (ii) an
involuntary petition in bankruptcy,  other insolvency protection against Grantor
as filed and not  dismissed  with 120 days;  (iii)  Grantor fails to observe and
perform the terms and  provisions of this  Agreement and such failure  continues
for a period of thirty (30) days after  written  notice from Grantee (or if such
failure is not  susceptible  of a cure within such thirty (30) day period,  cure
has not been commenced and diligently  pursued  thereafter to completion),  then
Grantee may,  subject to Section 20.03 below,  (A) terminate  this Agreement and
the Term,  in whole or in part,  in which  event  Grantee  shall have no further
duties or obligations hereunder, and (B) subject to Article 17, pursue any legal
remedies it may have under  applicable  law or principles of equity  relating to
such  default,  including an action for  damages,  specific  performance  and/or
injunctive relief.

20.03 If,  other  than as  caused  by a Force  Majeure  Event,  Grantor  has not
delivered a Completion  Notice (in good faith)  respecting a Segment  within one
hundred  eighty  (180) days after the  Scheduled  Completion  Date with  respect
thereto, then, from and after such date and until the installation is completed,
Grantee shall receive a credit of one percent (1.0%) off of the IRU Fee for such
Segment (as  liquidated  damages and not as a penalty) for each month or partial
month  (prorated  based on a thirty-day  month) of delay  thereafter;  provided,
however,  that in no event  shall the amount of the credit  provided  to Grantee
hereunder  be greater  than six  percent  (6%).  In the event  Grantor  fails to
deliver  the Grantee  Fibers in a Segment  within  twelve (12) months  after the
Scheduled Completion Date and otherwise in accordance with this Agreement,  then
either party shall have the right to terminate this Agreement and Grantor shall,
upon such  termination,  pay  Grantee  a  termination  charge  in the  amount of
one-third (1/3rd) of the IRU Fee that would otherwise be due


<PAGE>


and payable  respecting such Segment,  together with interest  thereon (from and
after the date of payment of the Design,  Planning and Engineering Fee due under
Section 4.01 hereof) at the Prime Rate plus two percent (2%).  This Section sets
forth the sole and exclusive remedies of Grantee respecting a failure of Grantor
to complete  installation  of the Grantee Fibers within any Segment on or before
the Scheduled Completion Date.

                                   ARTICLE 21.
                                   ASSIGNMENT

21.01 Grantee may not assign,  encumber or otherwise  transfer this Agreement to
any other Person without the prior written consent of Grantor; provided, Grantee
shall have the right,  without the  Grantor's  consent,  but with prior  written
notice to  Grantor,  to assign  or  otherwise  transfer  this  Agreement  (i) as
collateral to any  institutional  lender of Grantee  subject to the prior rights
and obligations of the parties hereunder;  and (ii) to any Affiliate of Grantee,
or to any entity  into which such party may be merged or  consolidated  or which
purchases  all or  substantially  all of the assets of  Grantee;  provided  that
Grantee shall not be released from its  obligations  hereunder.  Any assignee or
transferee  shall  continue  to be  subject  to all of the  provisions  of  this
Agreement,  (except  that any lender  referred  to in clause (i) above shall not
incur any  obligations  under this  Agreement  nor shall it be  restricted  from
exercising any right of  enforcement or foreclosure  with respect to any related
security interest or lien, so long as the purchaser in foreclosure is subject to
the provisions of this Agreement).

21.02 Any and all increased payments to grantors or Required Right and any other
additional  fees,  charges,  costs or expenses  which  result under the Required
Rights or otherwise as a result of any permitted  assignment or transfer of this
Agreement by Grantee shall be paid by Grantee.

21.03 This Agreement and each of the parties'  respective rights and obligations
under this Agreement shall be binding upon and shall inure to the benefit of the
parties hereto and each of their respective permitted successors and assigns.

21.04 Nothing contained in this Article shall be deemed or construed to


<PAGE>


prohibit  Grantor  from  selling,  transferring,  leasing,  licensing,  granting
indefeasible  rights of use or entering into similar  agreements or arrangements
with other Persons respecting any fibers and conduit  constituting a part of the
Grantor System.

                                   ARTICLE 22.
                         REPRESENTATIONS AND WARRANTIES

22.01 Each party  represents  and warrants  that:  (i) it has the full right and
authority to enter into,  execute and deliver this Agreement;  (ii) it has taken
all  requisite   corporate  action  to  approve  the  execution,   delivery  and
performance of this Agreement;  (iii) this Agreement  constitutes a legal, valid
and binding  obligation  enforceable  against such party in accordance  with its
terms,  subject  to  bankruptcy,   insolvency,  creditors'  rights  and  general
equitable  principles;  and (iv) its  execution  of and  performance  under this
Agreement shall not violate any applicable existing regulations, rules, statutes
or court orders of any local, state or federal government agency, court or body.

22.02 Grantor  represents  and warrants that the Segments of the Grantor  System
that it will construct pursuant hereto will be designed, engineered,  installed,
and  constructed  substantially  in accordance  with the terms and provisions of
this Agreement, any and all applicable building,  construction and safety codes,
as well as any and all other applicable  governmental  laws, codes,  ordinances,
statutes and  regulations;  provided  Grantee's  sole rights and  remedies  with
respect  to any  breach  of such  representation  shall  be (i) to  inspect  the
construction,  installation  and splicing of the Grantee Fibers  incorporated in
each Segment and to participate in the Acceptance Testing, during the course and
at the time of the relevant  construction,  installation and testing periods for
each  Segment,   as  provided  herein;  (ii)  if,  during  the  course  of  such
construction, installation and testing any deviation from the specifications set
forth in  Exhibits  "C" or "D" is  discovered  which  is  reasonably  likely  to
materially  adversely affect the operation or performance of the Grantee Fibers,
the construction or installation of the affected portion of the Segment shall be
repaired to such  specification  by Grantor at Grantor's  sole cost and expense;
and (iii) if, at any time prior to the date that is twelve (12) months after the
Acceptance Date, Grantee shall notify Grantor


<PAGE>


in writing of its discovery of a deviation from the  specifications set forth in
Exhibits "C" or "D" which is reasonably  likely to materially  adversely  affect
the operation or performance of the Grantee Fibers,  with respect to any Segment
(which  notice shall be given  within  thirty (30) days of such  discovery)  the
construction or  installation  of the affected  portion of such Segment shall be
repaired to such specification by Grantor at Grantor's sole cost and expense.

22.03 Grantee  acknowledges  and agrees that  Grantee's sole rights and remedies
with  respect to any defect in or  failure of the  Grantee  Fibers to perform in
accordance with the applicable  vendor's or manufacturer's  specifications  with
respect to the Grantee  Fibers  shall be limited to the  particular  vendor's or
manufacturer's  warranty. In the event any maintenance or repairs to the Grantor
System  are  required  as a  result  of a  breach  of any  warranty  made by any
manufacturers, contractors or vendors, Grantor shall pursue all remedies against
such  manufacturers,  contractors  or vendors on behalf of Grantee,  and Grantor
shall reimburse  Grantee's  costs for any maintenance  Grantee has incurred as a
result of any such breach of warranty to the extent the manufacturer, contractor
or vendor pays such costs.

22.04 EXCEPT AS SET FORTH IN THE  FOREGOING  SECTIONS  22.01 AND 22.02,  GRANTOR
MAKES NO WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO THE GRANTEE FIBERS OR THE
GRANTOR  SYSTEM,  INCLUDING  ANY  WARRANTY  OF  MERCHANTABILITY  OR FITNESS  FOR
PARTICULAR PURPOSE, AND ALL SUCH WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMED.

                                   ARTICLE 23.
                                 CONFIDENTIALITY

23.01  Grantor  and  Grantee   hereby  agree  that  if  either  party   provides
confidential  or  proprietary  information  to  the  other  party  ("Proprietary
Information"), such Proprietary Information shall be held in confidence, and the
receiving  party shall  afford such  Proprietary  Information  the same care and
protection  as it affords  generally  to its own  confidential  and  proprietary
information (which in any case shall be not less than reasonable care) in


<PAGE>


order to avoid disclosure to or unauthorized use by any third party. The parties
acknowledge  and agree that all  information  disclosed  by either  party to the
other in  connection  with or pursuant to this  Agreement  shall be deemed to be
Proprietary Information,  provided that verbal information is indicated as being
confidential or proprietary when given and promptly confirmed in writing as such
thereafter. All Proprietary Information,  unless otherwise specified in writing,
shall  remain  the  property  of the  disclosing  party,  shall  be  used by the
receiving  party only for the intended  purpose,  and such  written  Proprietary
Information,  including all copies thereof,  shall be returned to the disclosing
party or destroyed  after the receiving  party's need for it has expired or upon
the  request  of the  disclosing  party.  Proprietary  Information  shall not be
reproduced  except to the extent  necessary to accomplish the purpose and intent
of this Agreement, or as otherwise may be permitted in writing by the disclosing
party.

23.02  The  foregoing  provisions  of  Section  23.01  shall  not  apply  to any
Proprietary  Information which (i) becomes publicly available other than through
the  disclosing  party;  (ii) is required to be disclosed by a  governmental  or
judicial law, order, rule or regulation; (iii) is independently developed by the
receiving  party;  or (iv) becomes  available  to the  receiving  party  without
restriction from a third party.

23.03  Notwithstanding  Sections  23.01 and  23.02  either  party  may  disclose
Proprietary Information to its employees,  agents, lenders, funding partners and
legal  and  financial   advisors  and  providers  to  the  extent  necessary  or
appropriate  in  connection  with the  negotiation  and/or  performance  of this
Agreement or in obtaining  financing,  provided that each such party is notified
of the confidential and proprietary  nature of such Proprietary  Information and
is  subject  to or agrees  to be bound by  similar  restrictions  on its use and
disclosure.

23.04  Neither  party  shall  issue any  public  announcement  or press  release
relating to the execution of this  Agreement  without the prior  approval of the
other party, which approval shall not be unreasonably withheld.

23.05 In the event either party shall be required to disclose all or any part of


<PAGE>


this  Agreement  in,  or  attach  all or any  part of  this  Agreement  to,  any
regulatory  filing  or  statement,   each  party  agrees  to  discuss  and  work
cooperatively,  in good faith,  with the other party, to protect,  to the extent
possible,  those items or matters which the other party deems  confidential  and
which may, in accordance with applicable laws, be deleted therefrom.

23.06 The provisions of this Article shall survive  expiration or termination of
this Agreement.

                                   ARTICLE 24.
                               DISPUTE RESOLUTION

     If the parties are unable to resolve any dispute  arising under or relating
to this  Agreement,  the parties shall resolve such  disagreement  or dispute as
follows:

          (i)   Either   party  may  refer   the   matter  to   management-level
     representatives  of the  parties by written  notice to the other party (the
     "Dispute  Notice").  Within fifteen (15) days after delivery of the Dispute
     Notice  such  representatives  of both  parties  shall  meet at a  mutually
     acceptable  time and  place to  exchange  all  relevant  information  in an
     attempt to resolve the dispute.

          (ii) If the matter has not been resolved within thirty (30) days after
     delivery of the Dispute  Notice,  or if such  officers  fail to meet within
     fifteen (15) days after delivery of such Dispute  Notice,  either party may
     initiate  mediation in accordance  with the  procedures  set forth in (iii)
     below.  All  negotiations  conducted by such officers shall be confidential
     and shall be treated as compromise and settlement negotiations for purposes
     of federal and state rules of evidence.

          (iii) If such  representatives  are unable to resolve  the  dispute or
     have failed to meet,  the parties  agree to  participate  in a  non-binding
     mediation  procedure as follows:  (A) a mediator will be selected by having
     counsel for each party  agree on a single  person to act as  mediator.  The
     parties' counsel, as well as up to


<PAGE>


     three (3)  representatives  of each of the parties,  will appear before the
     mediator at a time and place determined by the mediator,  but not more than
     sixty (60) days  after  delivery  of the  Dispute  Notice.  The fees of the
     mediator  and other costs of the  mediation  will be shared  equally by the
     parties.  (B) Each  party  will  present  a review  of the  matter  and its
     position  with  respect  to  such  matter.   At  the   conclusion  of  both
     presentations the parties may ask questions of each other. Either party may
     abandon the mediation procedure at the end of the presentation and question
     periods and the mediation procedure shall not be binding on either party.

          (iv) If the  matter  is not  resolved  after  applying  the  mediation
     procedure  set forth above,  or if either party refuses to take part in the
     mediation  process,  the parties may initiate legal  proceedings to resolve
     their dispute.

                                   ARTICLE 25.
                                     NOTICES

     All notices or other  communications which are required or permitted herein
shall be in writing and  sufficient if delivered  personally,  sent by facsimile
transmission  followed by another form of written  notification which is capable
of providing proof of delivery,  sent by prepaid overnight air courier,  or sent
by registered or certified  mail,  postage  prepaid,  return receipt  requested,
addressed as follows:

     IF TO GRANTOR:   Level 3 Communications, LLC
                      1025 Eldorado Blvd.
                      Broomfield, CO 80021
                      Attn: VP, Transmission and Special Services
                      Fax: (720) 888-5255

                      with a copy to:

                      Level 3 Communications, LLC
                      1025 Eldorado Blvd.


<PAGE>


                      Broomfield, CO 80021
                      Attn: General Counsel
                      Fax: (720) 888-5127

     IF TO GRANTEE:   SAVVIS Communications Corporation
                      450 South Hamilton Street
                      Painted Post, NY 14870
                      Fax:  607.962.5687
                      Attn: Senior VP - Strategic Network Development

     with a copy to:  SAVVIS Communications Corporation
                      717 Office Parkway
                      St. Louis, MO 63141
                      Attn: Vice President - General Counsel
                      Fax:  314.468.7550

or at such  other  address  as the party to whom  notice is to be given may have
furnished  to the  other  party in  writing  in  accordance  herewith.  Any such
communication  shall be deemed to have been given when  delivered  if  delivered
personally, on the same day as facsimile transmission (or the first business day
thereafter if faxed on a Saturday, Sunday or legal holiday), on the business day
after  dispatch if sent by overnight air courier,  or on the third  business day
after posting if sent by mail.

                                   ARTICLE 26.
                           ENTIRE AGREEMENT; AMENDMENT

     This Agreement constitutes the entire and final agreement and understanding
between the parties with respect to the subject matter hereof and supersedes all
prior agreements relating to the subject matter hereof,  which are of no further
force or effect.  The Exhibits  referred to herein are integral parts hereof and
are hereby made a part of this Agreement. This Agreement may only be modified or
supplemented  by  an  instrument  in  writing  executed  by  a  duly  authorized
representative of each party. The parties  acknowledge that Grantee shall obtain
financing  for the  capital  costs  of this  Agreement  with  certain  financing
parties.  The Grantor  acknowledges  that  Grantee has no  liability  under this
Agreement until it has closed such


<PAGE>


financing of its capital  costs as  reflected on Exhibit "B" to this  Agreement.
Grantee  shall give  written  notice to Grantor  upon  closing  such  financing.
Notwithstanding anything herein to the contrary,  Grantor may elect to terminate
this  Agreement  without any  liability  or further  obligations  if Grantee has
failed to close such financing and notify Grantor thereof by August 11, 2000.

                                   ARTICLE 27.
                           RELATIONSHIP OF THE PARTIES

     The relationship between Grantee and Grantor shall not be that of partners,
agents,  or joint  venturers  for one  another,  and nothing  contained  in this
Agreement  shall be deemed  to  constitute  a  partnership  or agency  agreement
between them for any purposes,  including but not limited to federal  income tax
purposes.

                                   ARTICLE 28.
                                  COUNTERPARTS

     This  Agreement may be executed in one or more  counterparts,  all of which
taken together shall constitute one and the same instrument.





<PAGE>


                                   ARTICLE 29.
                  CONSTRUCTION AND INTERPRETATION OF AGREEMENT

     The language in all parts of this Agreement shall in all cases be construed
simply,  as a whole and in accordance with its fair meaning and not strictly for
or  against  any  party.  The  parties  hereto  acknowledge  and agree that this
Agreement  has been  negotiated by the parties and has been the subject of arm's
length and careful  negotiation  over a considerable  period of time,  that each
party has been given the opportunity to independently review this Agreement with
legal   counsel,   and  that  each  party  has  the  requisite   experience  and
sophistication to understand,  interpret and agree to the particular language of
the provisions hereof.  Accordingly,  in the event of an ambiguity in or dispute
regarding the  interpretation  of this  Agreement,  this Agreement  shall not be
interpreted or construed against the party preparing it.

                                   ARTICLE 30.
                                   ENFORCEMENT

     If any term or provision of this Agreement, the deletion of which would not
adversely  affect the receipt of any material benefit by either party hereunder,
shall  be  held  by  a  court  of  competent   jurisdiction  to  be  invalid  or
unenforceable, the remainder of this Agreement shall not be affected thereby and
each other term and provision of this Agreement  shall be valid and  enforceable
to the fullest  extent  permitted by law. It is the  intention of the parties to
this  Agreement,  and the parties  hereto agree,  that in lieu of each clause or
provision of this Agreement that is illegal, invalid or unenforceable, the court
shall supply as a part of this Agreement an  enforceable  clause or provision as
similar in terms to such illegal,  invalid or unenforceable  clause or provision
as may be possible.

IN WITNESS  WHEREOF,  Grantor and Grantee have executed this Agreement as of the
date first above written.


                                      LEVEL 3 COMMUNICATIONS, LLC, a

                                      Delaware limited liability company



<PAGE>

                                      By: /s/ Steven M. Gallant
                                      Name:  Steven M. Gallant
                                      Title: Vice President and General
                                             Counsel


                                      SAVVIS COMMUNICATIONS
                                      CORPORATION, a Delaware
                                      corporation

                                      By: /s/ Neil Eckstein
                                      Name:  Neil Eckstein
                                      Title: Vice President and General Counsel


<PAGE>


                                   EXHIBIT "A"
               SEGMENT DESCRIPTIONS AND SCHEDULED COMPLETION DATES


1. Segment Descriptions

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
                                                                                                     GRANTEE        SCHEDULED
        SEGMENT NAME                 SEGMENT END POINT                  SEGMENT END POINT          FIBER COUNT   COMPLETION DATE
------------------------------------------------------------------------------------------------------------------------------------
<S>                                <C>                              <C>                            <C>            <C>
------------------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------------------
ATLANTA                                                                    15.65 MILES                               09/29/00
LOOP C
------------------------------------------------------------------------------------------------------------------------------------
            A-4                     Pine & Peachtree St                      Gateway                    4
------------------------------------------------------------------------------------------------------------------------------------
            B-1                     Pine & Peachtree St              Peachtree & W Peachtree            4
------------------------------------------------------------------------------------------------------------------------------------
            B-3                       14th & Peachtree                   8th & Peachtree                4
------------------------------------------------------------------------------------------------------------------------------------
            B-4                       8th & Peachtree                    3rd & Peachtree                4
------------------------------------------------------------------------------------------------------------------------------------
            B-5                       3rd & Peachtree                        Gateway                    4
------------------------------------------------------------------------------------------------------------------------------------
            C-1                   Peachtree & W Peachtree               Monarch & Buckhead              4
------------------------------------------------------------------------------------------------------------------------------------
            C-2                      Monarch & Buckhead                  14th & Peachtree               4
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
BOSTON                                                                      6.97 MILES                               12/31/00
LOOP A
------------------------------------------------------------------------------------------------------------------------------------
            A-1                           Gateway                           Bent & 3rd                  4
------------------------------------------------------------------------------------------------------------------------------------
            A-2                          Bent & 3rd                        Binney & 3rd                 4
------------------------------------------------------------------------------------------------------------------------------------
            A-3                         Binney & 3rd                      Broadway & 3rd                4
------------------------------------------------------------------------------------------------------------------------------------
            A-4                        Broadway & 3rd                Longfellow Bridge & Main           4
------------------------------------------------------------------------------------------------------------------------------------
            A-5                   Longfellow Bridge & Main        Longfellow Bridge & Cambridge         4
------------------------------------------------------------------------------------------------------------------------------------
            A-6                Longfellow Bridge & Cambridge         Cambridge & New Sudbury            4
------------------------------------------------------------------------------------------------------------------------------------
            A-7                   Cambridge & New Sudbury              Summer & Devonshire              4
------------------------------------------------------------------------------------------------------------------------------------
            A-8a                    Summer & Devonshire                  Stuart & Charles               4
------------------------------------------------------------------------------------------------------------------------------------
            A-8b                      Stuart & Charles                  Boylston & Charles              4
------------------------------------------------------------------------------------------------------------------------------------
            A-9a                     Boylston & Charles               Boylston & Gloucester             4
------------------------------------------------------------------------------------------------------------------------------------
            A-9b                   Boylston & Gloucester                Bolyston & Dalton               4
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
                                                                                                     GRANTEE        SCHEDULED
        SEGMENT NAME                 SEGMENT END POINT                  SEGMENT END POINT          FIBER COUNT   COMPLETION DATE
------------------------------------------------------------------------------------------------------------------------------------
<S>                                <C>                              <C>                            <C>            <C>
------------------------------------------------------------------------------------------------------------------------------------
            A-9c                     Bolyston & Dalton                  Dalton & Belvidere              4
------------------------------------------------------------------------------------------------------------------------------------
            A-9d                     Dalton & Belvidere                I-90 & Massachusetts             4
------------------------------------------------------------------------------------------------------------------------------------
            A-10                    I-90 & Massachusetts         Massachusetts & Public Alley 429       4
------------------------------------------------------------------------------------------------------------------------------------
            A-11              Massachusetts & Public Alley 429         Massachusetts & Back             4
------------------------------------------------------------------------------------------------------------------------------------
            A-12                    Massachusetts & Back            Mass. & Harvard Bdg (Bost)          4
------------------------------------------------------------------------------------------------------------------------------------
            A-13                 Mass. & Harvard Bdg (Bost)         Mass. & Harvard Bdg (Cam)           4
------------------------------------------------------------------------------------------------------------------------------------
            A-14                 Mass. & Harvard Bdg (Cam)            Albany & Massachusetts            4
------------------------------------------------------------------------------------------------------------------------------------
            A-15                   Albany & Massachusetts           Broadway & Galileo Galilei          4
------------------------------------------------------------------------------------------------------------------------------------
            A-16                 Broadway & Galileo Galilei             Binney & Fulkerson              4
------------------------------------------------------------------------------------------------------------------------------------
            A-17                     Binney & Fulkerson                  Bent & Fulkerson               4
------------------------------------------------------------------------------------------------------------------------------------
            A-18                      Bent & Fulkerson                       Gateway                    4
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
CHICAGO                                                                     1.63 MILES                            90 DAYS AFTER
LOOP A1                                                                                                             EXECUTION
------------------------------------------------------------------------------------------------------------------------------------
            A-1                      Washington & Canal                  Randolph & Canal               4
------------------------------------------------------------------------------------------------------------------------------------
            A-2                       Randolph & Canal                 Randolph & Franklin              4
------------------------------------------------------------------------------------------------------------------------------------
            A-3                     Randolph & Franklin               Washington & Franklin             4
------------------------------------------------------------------------------------------------------------------------------------
            A-4                    Washington & Franklin                Madison & Franklin              4
------------------------------------------------------------------------------------------------------------------------------------
            A-9                     Van Buren & Franklin                Van Buren & Wacker              4
------------------------------------------------------------------------------------------------------------------------------------
            A-10                     Van Buren & Wacker                 Van Buren & Canal               4
------------------------------------------------------------------------------------------------------------------------------------
            A-11                     Van Buren & Canal                  Washington & Canal              4
------------------------------------------------------------------------------------------------------------------------------------
            A1-1                     Madison & Franklin                  Adams & Franklin               4
------------------------------------------------------------------------------------------------------------------------------------
            A1-2                      Adams & Franklin                 Van Buren & Franklin             4
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
DALLAS                                                                     27.22 MILES                            90 DAYS AFTER
LOOP B2                                                                                                             EXECUTION
------------------------------------------------------------------------------------------------------------------------------------
            A-1                           Gateway                         Viceroy & I-35                4
------------------------------------------------------------------------------------------------------------------------------------
            A-2                        Viceroy & I-35                   Hwy 12 & Hillcrest              4
------------------------------------------------------------------------------------------------------------------------------------
            A-3                      Hwy 12 & Hillcrest                 Irving & Oak Lawn               4
------------------------------------------------------------------------------------------------------------------------------------
            A-6                       Oak Lawn & Maple                   Irving & Inwood                4
------------------------------------------------------------------------------------------------------------------------------------
            A-7                       Irving & Inwood                        Gateway                    4
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>


<PAGE>

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
                                                                                                     GRANTEE        SCHEDULED
        SEGMENT NAME                 SEGMENT END POINT                  SEGMENT END POINT          FIBER COUNT   COMPLETION DATE
------------------------------------------------------------------------------------------------------------------------------------
<S>                                <C>                              <C>                            <C>            <C>
------------------------------------------------------------------------------------------------------------------------------------
            A2-1                     Irving & Oak Lawn                  Oak Lawn & Lemmon               4
------------------------------------------------------------------------------------------------------------------------------------
            B-1                        Collector Node                 San Jacinto & Crockett            4
------------------------------------------------------------------------------------------------------------------------------------
            B-2                    San Jacinto & Crockett              San Jacinto & Pearl              4
------------------------------------------------------------------------------------------------------------------------------------
            B-7                         Main & Lamar                       Ross & Lamar                 4
------------------------------------------------------------------------------------------------------------------------------------
            B-8                         Ross & Lamar                      Broom & Field                 4
------------------------------------------------------------------------------------------------------------------------------------
            B-9                        Broom & Field                     Moody & McKinnon               4
------------------------------------------------------------------------------------------------------------------------------------
            B-11                   Woodall Rodgers & Boll                 Ross & Leonard                4
------------------------------------------------------------------------------------------------------------------------------------
            B-12                       Ross & Leonard                 San Jacinto & Leonard             4
------------------------------------------------------------------------------------------------------------------------------------
            B-13                   San Jacinto & Leonard                  Collector Node                4
------------------------------------------------------------------------------------------------------------------------------------
            B1-2                      Live Oak & Pearl                   Live Oak & Olive               4
------------------------------------------------------------------------------------------------------------------------------------
            B2-1                      Moody & McKinnon                   Oak Lawn & Maple               4
------------------------------------------------------------------------------------------------------------------------------------
            B2-2                     Oak Lawn & Lemmon                Woodall Rodgers & Boll            4
------------------------------------------------------------------------------------------------------------------------------------
            B2-3                      Live Oak & Olive                     Main & Lamar                 4
------------------------------------------------------------------------------------------------------------------------------------
            S1-1                    San Jacinto & Pearl                  Live Oak & Pearl               4
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
LOS ANGELES                                                                 0.44 MILES                               09/09/00
LOOP A1
------------------------------------------------------------------------------------------------------------------------------------
            A-4                     Wilshire & Figueroa                   6th & Figueroa                4
------------------------------------------------------------------------------------------------------------------------------------
            A-5                        6th & Figueroa                   Wilshire & Flower               4
------------------------------------------------------------------------------------------------------------------------------------
            A-6                      Wilshire & Flower               7th & Lebanon (Gateway)            4
------------------------------------------------------------------------------------------------------------------------------------
            S1-1                    Wilshire & Figueroa                  7th & Figueroa -               4
------------------------------------------------------------------------------------------------------------------------------------
            S1-2                      7th & Figueroa -                   7th & Figueroa +               4
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
NEW YORK                                                                    6.53 MILES                            90 DAYS AFTER
LOOP A                                                                                                              EXECUTION
------------------------------------------------------------------------------------------------------------------------------------
            A-1                      17th St & 3rd Ave                 Park Row & St. James             4
------------------------------------------------------------------------------------------------------------------------------------
            A-2                     Park Row & St. James                  Fulton & Water                4
------------------------------------------------------------------------------------------------------------------------------------
            A-3                        Fulton & Water                     Fulton & Gold                 4
------------------------------------------------------------------------------------------------------------------------------------
            A-4a                       Fulton & Gold                      Spruce & Gold                 4
------------------------------------------------------------------------------------------------------------------------------------
            A-4b                       Spruce & Gold                    Park Row & Spruce               4
------------------------------------------------------------------------------------------------------------------------------------
            A-5                      Park Row & Spruce                   Barclay & Church               4
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
                                                                                                     GRANTEE        SCHEDULED
        SEGMENT NAME                 SEGMENT END POINT                  SEGMENT END POINT          FIBER COUNT   COMPLETION DATE
------------------------------------------------------------------------------------------------------------------------------------
<S>                                <C>                              <C>                            <C>            <C>
------------------------------------------------------------------------------------------------------------------------------------
            A-6                       Barclay & Church               15th St alley & 9th Ave            4
------------------------------------------------------------------------------------------------------------------------------------
            A-7                   15th St alley & 9th Ave               Gateway (111 8th)               4
------------------------------------------------------------------------------------------------------------------------------------
            B-8                      17th St & 3rd Ave                  Gateway (111 8th)               4
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
NEW YORK                                                                    2.6 MILES                             90 DAYS AFTER
LOOP C                                                                                                              EXECUTION
------------------------------------------------------------------------------------------------------------------------------------
            A-4a                       Fulton & Gold                      Spruce & Gold                 4
------------------------------------------------------------------------------------------------------------------------------------
            A-4b                       Spruce & Gold                    Park Row & Spruce               4
------------------------------------------------------------------------------------------------------------------------------------
            A-5                      Park Row & Spruce                   Barclay & Church               4
------------------------------------------------------------------------------------------------------------------------------------
            C-1                    Gateway (100 William)                  Maiden & Water                4
------------------------------------------------------------------------------------------------------------------------------------
            C-2a                       Maiden & Water                      Pine & Water                 4
------------------------------------------------------------------------------------------------------------------------------------
            C-2b                        Pine & Water                    Whitehall & Water               4
------------------------------------------------------------------------------------------------------------------------------------
            C-2c                     Whitehall & Water                 West & Battery Place             4
------------------------------------------------------------------------------------------------------------------------------------
            C-3                     West & Battery Place                 Barclay & Church               4
------------------------------------------------------------------------------------------------------------------------------------
            C-4                        Fulton & Gold                  Gateway (100 William)             4
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
SAN FRANCISCO LOOP B                                                        5.15 MILES                            90 DAYS AFTER
                                                                                                                    EXECUTION
------------------------------------------------------------------------------------------------------------------------------------
            A-1                           Gateway                         Townsend & 4th                4
------------------------------------------------------------------------------------------------------------------------------------
            A-3                        Brannan & 4th                      Brannan & 3rd                 4
------------------------------------------------------------------------------------------------------------------------------------
            A-4                        Brannan & 3rd                       Folsom & 3rd                 4
------------------------------------------------------------------------------------------------------------------------------------
            A-6                         Folsom & 2nd                      Townsend & 3rd                4
------------------------------------------------------------------------------------------------------------------------------------
            A-7                        Townsend & 3rd                        Gateway                    4
------------------------------------------------------------------------------------------------------------------------------------
            A2-1                       Townsend & 4th                     Townsend & 7th                4
------------------------------------------------------------------------------------------------------------------------------------
            A2-2                       Townsend & 7th                     Brannan & 4th                 4
------------------------------------------------------------------------------------------------------------------------------------
            B-1                         Folsom & 3rd                      Mission & 3rd                 4
------------------------------------------------------------------------------------------------------------------------------------
            B-2                        Mission & 3rd                       Jessie & 3rd                 4
------------------------------------------------------------------------------------------------------------------------------------
            B-3                         Jessie & 3rd                      Post & Kearney                4
------------------------------------------------------------------------------------------------------------------------------------
            B-4                        Post & Kearney                     Bush & Kearney                4
------------------------------------------------------------------------------------------------------------------------------------
            B-5                        Bush & Kearney                     Pine & Kearney                4
------------------------------------------------------------------------------------------------------------------------------------
            B-6                        Pine & Kearney                     Pine & Battery                4
------------------------------------------------------------------------------------------------------------------------------------
            B-7                        Pine & Battery                   California & Davis              4
------------------------------------------------------------------------------------------------------------------------------------
            B-8                      California & Davis                 California & Drumm              4
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
                                                                                                     GRANTEE        SCHEDULED
        SEGMENT NAME                 SEGMENT END POINT                  SEGMENT END POINT          FIBER COUNT   COMPLETION DATE
------------------------------------------------------------------------------------------------------------------------------------
<S>                                <C>                              <C>                            <C>            <C>
------------------------------------------------------------------------------------------------------------------------------------
            B-9                      California & Drumm                  Spear & Mission                4
------------------------------------------------------------------------------------------------------------------------------------
            B-10                      Spear & Mission                      Folsom & 2nd                 4
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
ST. LOUIS                                                                                                              TBD
LOOP A
------------------------------------------------------------------------------------------------------------------------------------
            TBD                             TBD                                TBD
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
WASHINGTON DC LOOP B                                                       29.16 MILES                               11/14/00
------------------------------------------------------------------------------------------------------------------------------------
            A-8                  Chain Bridge & Old Meadow                   Gateway                    4
------------------------------------------------------------------------------------------------------------------------------------
            A2-1                 Chain Bridge & Old Meadow             Kirby & Westmoreland             4
------------------------------------------------------------------------------------------------------------------------------------
            A2-3                    Kirby & Great Falls                Magarity & Peabody +             4
------------------------------------------------------------------------------------------------------------------------------------
            A2-4                    Magarity & Peabody +               Gateway-3rd Entrance             4
------------------------------------------------------------------------------------------------------------------------------------
            B-1                     Kirby & Westmoreland                L Street NW & 16th              4
------------------------------------------------------------------------------------------------------------------------------------
            B-2                       L Street & 21st                  Clarendon & Filmore              4
------------------------------------------------------------------------------------------------------------------------------------
            D-1                     Collector Node (DC)             M Street NW & Connecticut           4
------------------------------------------------------------------------------------------------------------------------------------
            D-5                       L Street & 21st                  Collector Node (DC)              4
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
WASHINGTON DC LOOP D                                                        5.97 MILES                            90 DAYS AFTER
                                                                                                                    EXECUTION
------------------------------------------------------------------------------------------------------------------------------------
            D-1                     Collector Node (DC)             M Street NW & Connecticut           4
------------------------------------------------------------------------------------------------------------------------------------
            D-2                  M Street NW & Connecticut             Massechusetts & 7th              4
------------------------------------------------------------------------------------------------------------------------------------
            D-3                     Massechusetts & 7th            E Street NW & North Capitol          4
------------------------------------------------------------------------------------------------------------------------------------
            D-4a                E Street NW & North Capitol           Pennsylvania & 7th St             4
------------------------------------------------------------------------------------------------------------------------------------
            D-4b                   Pennsylvania & 7th St                 L Street & 21st                4
------------------------------------------------------------------------------------------------------------------------------------
            D-5                       L Street & 21st                  Collector Node (DC)              4
---------------------------------------------------------------------------------------------------            ---------------------
------------------------------------------------------------------------------------------------------------------------------------
WASHINGTON DC LOOP E                                                       34.99 MILES                               11/14/00
------------------------------------------------------------------------------------------------------------------------------------
            A-1                           Gateway                   Magarity & Holley Ridge +           4
------------------------------------------------------------------------------------------------------------------------------------
            A-2                  Magarity & Holley Ridge +            Old Courthouse & Aline            4
------------------------------------------------------------------------------------------------------------------------------------
            A-3                    Old Courthouse & Aline                Boone & Gallows                4
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
                                                                                                     GRANTEE        SCHEDULED
        SEGMENT NAME                 SEGMENT END POINT                  SEGMENT END POINT          FIBER COUNT   COMPLETION DATE
------------------------------------------------------------------------------------------------------------------------------------
<S>                                <C>                              <C>                            <C>            <C>
------------------------------------------------------------------------------------------------------------------------------------
            A-4a                      Boone & Gallows              Old Courthouse & Goshell Rd.         4
------------------------------------------------------------------------------------------------------------------------------------
            A-6                    Westpark & Greensboro           Chain Bridge & International         4
------------------------------------------------------------------------------------------------------------------------------------
            A-7                 Chain Bridge & International        Chain Bridge & Old Meadow           4
------------------------------------------------------------------------------------------------------------------------------------
            A-8                  Chain Bridge & Old Meadow                   Gateway                    4
------------------------------------------------------------------------------------------------------------------------------------
            A1-1                   Westpark & Greensboro         International Dr & Jones Branch        4
------------------------------------------------------------------------------------------------------------------------------------
            E-1a                  Leesburg Pk & Gosnell Rd          Squaw Valley Rd & Dead End          4
------------------------------------------------------------------------------------------------------------------------------------
            E-1b                 Squaw Valley Rd & Dead End         Brittenford Dr & Dead End           4
------------------------------------------------------------------------------------------------------------------------------------
            E-1c                 Brittenford Dr & Dead End       Sunrise Valley Dr & Hunter Mill        4
------------------------------------------------------------------------------------------------------------------------------------
            E-2                  Sunset Hills & Hunter Mill       Baron Cameron & Leesburg Pike         4
------------------------------------------------------------------------------------------------------------------------------------
            E-3                Baron Cameron & Leesburg Pike         Lewinsville & Springhill           4
------------------------------------------------------------------------------------------------------------------------------------
            E-4                   Lewinsville & Springhill       International Dr & Jones Branch        4
------------------------------------------------------------------------------------------------------------------------------------
            F-1                Sunrise Valley & Mercator Dr.       Fox Mill Rd & Centreville Rd         4
------------------------------------------------------------------------------------------------------------------------------------
            F-2                 Fox Mill Rd & Centreville Rd        Sterling Rd & Rock Hill Rd          4
------------------------------------------------------------------------------------------------------------------------------------
            F-3                  Sterling Rd & Rock Hill Rd         Worldgate Dr & Centreville          4
------------------------------------------------------------------------------------------------------------------------------------
            F-4                  Worldgate Dr & Centreville       Worldgate Dr. & Van Buren St.         4
------------------------------------------------------------------------------------------------------------------------------------
            F-5                Worldgate Dr. & Van Buren St.         Herndon Pkwy & Van Buren           4
------------------------------------------------------------------------------------------------------------------------------------
            F-6                   Herndon Pkwy & Van Buren           Spring St & Herndon Pkwy           4
------------------------------------------------------------------------------------------------------------------------------------
            F-7                   Spring St & Herndon Pkwy       Sunset Hills & Fairfax Co. Pwy.        4
------------------------------------------------------------------------------------------------------------------------------------
            F-8               Sunset Hills & Fairfax Co. Pwy.      Sunset Hills & Salliemae Dr          4
------------------------------------------------------------------------------------------------------------------------------------
            F-9                 Sunset Hills & Salliemae Dr       Sunset Hills & Hunter Mill Rd         4
------------------------------------------------------------------------------------------------------------------------------------
            F-11              Sunrise Valley & Hunter Mill Rd     Sunrise Valley & Mercator Dr.         4
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

     * For all Segments  for which the  Scheduled  Completion  Date is less than
     ninety  (90) days  from the  execution  of this  Agreement,  the  Scheduled
     Completion  Date  shall  be  ninety  (90)  days  after  execution  of  this
     Agreement.

     2. Lateral Segment Descriptions

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
                                    FIBER          SEGMENT END                 SEGMENT END
      LATERAL SEGMENT NAME          COUNT        POINT/MANNER OF              POINT/MANNER OF            TARGETED       DIVERSITY
                                                   TERMINATION                  TERMINATION
------------------------------------------------------------------------------------------------------------------------------------
<S>                                <C>       <C>                       <C>                           <C>              <C>
3340 Peachtree Road NE, #200,         4      Atlanta Local Loop        OSX Panel, Grantee Point       Non Targeted     Diverse
Atlanta, GA                                  Network Segment           of Presence within Building
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>


<PAGE>

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
                                    FIBER          SEGMENT END                 SEGMENT END
      LATERAL SEGMENT NAME          COUNT        POINT/MANNER OF              POINT/MANNER OF            TARGETED       DIVERSITY
                                                   TERMINATION                  TERMINATION
------------------------------------------------------------------------------------------------------------------------------------
<S>                                <C>       <C>                       <C>                           <C>              <C>
99 Summer Street, 12th Floor,         4      Boston Local Loop         OSX Panel, Grantee Point       Non Targeted      Diverse
------------------------------------------------------------------------------------------------------------------------------------
10 South LaSalle Street, Suite        4      Chicago Local Loop        OSX Panel, Grantee Point       Non Targeted      Diverse
2416, Chicago, IL                            Network Segment           of Presence within Building
------------------------------------------------------------------------------------------------------------------------------------
600 N. Pearl, #800,                   4      Dallas Local Loop         OSX Panel, Grantee Point       Non Targeted      Diverse
------------------------------------------------------------------------------------------------------------------------------------
515 S. Flower, #1000                  4      Los Angeles Local Loop    OSX Panel, Grantee Point       Non Targeted      Diverse
Los Angeles, CA                              Network Segment           of Presence within Building
------------------------------------------------------------------------------------------------------------------------------------
1 State St. Plaza, 22nd Floor         4      New York Local Loop       OSX Panel, Grantee Point       Non Targeted      Diverse
------------------------------------------------------------------------------------------------------------------------------------
325 Hudson Street                     4      New York Local Loop       OSX Panel, Grantee Point       Non Targeted      Diverse
------------------------------------------------------------------------------------------------------------------------------------
444 Market (1 Front Street),          4      San Francisco Local       OSX Panel, Grantee Point       Non Targeted      Diverse
------------------------------------------------------------------------------------------------------------------------------------
390 Main Street, 6th Floor            4      San Francisco Local       OSX Panel, Grantee Point       Non Targeted      Diverse
San Francisco, CA                            Loop Network Segment      of Presence within Building
------------------------------------------------------------------------------------------------------------------------------------
717 Office Center Drive,              4      TBD                       TBD                            Non Targeted        TBD
St. Louis, MO
------------------------------------------------------------------------------------------------------------------------------------
1411 K. Street, NW,                   4      Washington, DC Local      OSX Panel, Grantee Point       Non Targeted      Diverse
Washington D.C.                              Loop Network Segment      of Presence within Building
------------------------------------------------------------------------------------------------------------------------------------
12851 World Gate Drive, 5th           4      Washington, DC Local      OSX Panel, Grantee Point       Non Targeted      Diverse
Floor, Herndon, VA                           Loop Network Segment      of Presence within Building
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

3. Segment End Points for Lateral Segments

     a. For Targeted  Lateral Segments which are connecting the backbone network
to local exchange  carrier central  offices ("LEC CO's"),  the Segment End Point
for the Grantee Fiber will be in the LEC CO "0" manhole then used by Grantor and
in which Grantor has rights to install facilities (i.e., the LEC manhole outside
the CO), and Grantor will provide the amount of slack fiber specified by Grantee
in the "0" manhole.  Grantee shall be responsible for bringing its fiber to such
Segment  End  Point,  and  for  securing  any  and  all  agreements,   consents,
permissions  or  authorizations  from the LEC  necessary  to permit  Grantor  to
provide Grantee with access to slack


<PAGE>


fiber within the "0" manhole.

     b. For Targeted  Lateral Segments which are connecting the backbone network
to locations  other than LEC CO's,  the Segment End Point for the Grantee  Fiber
will be at an optical cross connect  ("OSX") panel in or contiguous to Grantor's
point of presence within the building. Grantee shall be responsible for bringing
its fiber to such Segment End Point,  and for  securing any and all  agreements,
consents,  permissions  or  authorizations  from the  building  owner or manager
necessary to install such connecting fiber.

     c. For  Non-Targeted  Lateral  Segments  which are  connecting the backbone
network to a LEC CO, the Segment End Point for the Grantee  Fiber will be at the
"-1"  manhole  installed  by Grantor in  reasonable  proximity  to the LEC's "0"
manhole  serving the  specified  LEC CO, and Grantor  will  provide a reasonable
amount of slack fiber in such manhole as requested by Grantee. After Grantee has
accepted  the  Grantee  Fibers  at the  Segment  End  Point,  Grantee  shall  be
responsible  for bringing its fiber to such Segment End Point,  and for securing
any and all agreements,  consents,  permissions or  authorizations  necessary to
install such connecting fiber.

     d. For  Non-Targeted  Lateral  Segments  which are  connecting to locations
other than LEC CO's,  the Segment End Points for the Grantee  Fiber will be at a
manhole ("A" Location) on the Grantors System Metro Ring installed by Grantor in
reasonable  proximity to the designated end point building ("Z" Location) and as
designated  by the parties in Section 2 of this  Exhibit "A" above,  and Grantor
will provide a reasonable  amount of slack fiber in such manhole as requested by
Grantee. After Grantee has accepted the Grantee Fibers at the Segment End Point,
Grantee shall be  responsible  for bringing its fiber to such Segment End Point,
and for securing any and all agreements, consents, permissions or authorizations
necessary to install such connecting fiber.

     e. Grantee shall inform Grantor of the amount of slack fiber to be supplied
in any  manhole  no  later  than the  first to occur of (a) five (5) days  after
Grantor's  request  for such  information,  or (b) ninety (90) days prior to the
date targeted for  completion of such Lateral  Segment under Section 8.04 of the
Agreement.  Title  to and  ownership  of slack  fiber  provided  in any  manhole
hereunder shall be conveyed to Grantee on the Effective Date for the


<PAGE>


Lateral  Segment  within  which such slack fiber is  provided;  such slack fiber
shall NOT be considered to be "Grantee Fiber" hereunder and shall NOT be subject
to the terms and  conditions of this  Agreement  (except that Grantor shall pass
through to Grantee any  manufacturer's  warranties  respecting  such slack fiber
under Section 22.03 of this Agreement).

     f. Any work required to connect the Grantee Fibers to other fibers owned or
procured  by Grantee  (including,  but not limited  to,  coring  into  Grantor's
manholes,  hand  holes or points of  presence)  shall be  performed  by  Grantor
pursuant to Section 10.03 of the Agreement.





<PAGE>


                                   EXHIBIT "B"
                                      FEES

A. The Design, Planning and Engineering Fee.

The Design,  Planning and  Engineering  Fee shall be [**] (which  includes  [**]
for the  Segments  set forth in  Paragraph B below  plus [**]  which  represents
fifty percent (50%) of the estimated construction costs for the Lateral Segments
set forth in Paragraph C below), and shall be due and payable no later than five
(5) days after  obtaining  board approval and closing  financing as set forth in
Article 26.

B. The IRU Fee.

The IRU Fee for the use of the  Grantee  Fibers  shall  be [**]  allocated  on a
Segment by Segment basis as follows:

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------
         SEGMENT NAME                   LOOP                        IRU FEE
---------------------------------------------------------------------------------------
<S>                                    <C>                           <C>
Atlanta, GA                            Loop C                        [**]
---------------------------------------------------------------------------------------
Boston, MA                             Loop A                        [**]
---------------------------------------------------------------------------------------
Chicago, IL                            Loop A1                       [**]
---------------------------------------------------------------------------------------
Dallas, TX                             Loop B2                       [**]
---------------------------------------------------------------------------------------
Los Angeles, CA                        Loop A1                       [**]
---------------------------------------------------------------------------------------
New York, NY                           Loop A                        [**]
---------------------------------------------------------------------------------------
New York, NY                           Loop C                        [**]
---------------------------------------------------------------------------------------
San Francisco, CA                      Loop B                        [**]
---------------------------------------------------------------------------------------
St. Louis, MO                            TBD                         [**]
---------------------------------------------------------------------------------------
Washington, D.C.                       Loop B                        [**]
---------------------------------------------------------------------------------------
Washington, D.C.                       Loop D                        [**]
---------------------------------------------------------------------------------------
Washington, D.C.                       Loop E                        [**]
---------------------------------------------------------------------------------------
          TOTAL                                                      [**]
---------------------------------------------------------------------------------------
</TABLE>

The allocated  IRU Fee for each Segment  which is contained  within a metro Loop
shall be


<PAGE>


due and payable on the later of (i) thirty (30) days after the  Acceptance  Date
for the last  Segment to be  completed  within  such metro Loop or (ii) the date
that is sixty  (60) days  prior to the  Scheduled  Completion  Date for the last
Segment to be completed on the associated  long-haul Ring.  Notwithstanding  the
foregoing,  to the extent Grantor completes all Segments contained within a long
haul Ring  prior to the  Scheduled  Completion  Date for the last  Segment to be
completed  within such long haul Ring,  then Grantee shall pay for the allocated
IRU Fee for all Segments  within a metro Loop within  thirty (30) days after the
Acceptance Date for the last Segment to be completed within such long haul Ring.

[**] CONFIDENTIAL TREATMENT REQUESTED


<PAGE>


C.   The Lateral Segment Fee.

     1.   Targeted Lateral Segments

          Payment:  For the Targeted  Lateral  Segments listed on Exhibit "A" or
          classified as Targeted  Lateral Segments under Article 8, Grantee will
          reimburse  Grantor  (within  fifteen  (15) days  after  receipt  of an
          invoice therefor, which shall be delivered  contemporaneously with the
          Completion  Notice for each such Lateral  Segment) thirty five percent
          (35%)  of  the  Cost  incurred  by  Grantor  in  connection  with  the
          construction and installation of such Targeted Lateral Segment, plus a
          management fee equal to thirty percent (30%) of such Costs.

          Credit:  As Grantor  sells Dark Fiber to the second,  third and fourth
          customer on a Targeted Lateral Segment, Grantor shall credit a portion
          of the fees paid by each such customer as set forth below:

          2nd  Customer - 0% of the total Cost shall be credited
          3rd Customer - 5% of the total Cost shall be credited
          4th Customer - An additional 5% of the Cost shall be credited (so that
          the total percentage of overall costs borne by Grantee would be 25%)

     2.   Non-Targeted Lateral Segments

          Payment:  For the Non-Targeted  Lateral Segments listed on Exhibit "A"
          or  classified  as  Non-Targeted  Lateral  Segments  under  Article 8,
          Grantee will reimburse Grantor (within fifteen (15) days after receipt
          of an invoice  therefor,  which shall be  delivered  contemporaneously
          with the Completion  Notice for each such Lateral Segment) one hundred
          percent (100%) of the Cost incurred by Grantor in connection  with the
          construction  and installation of such  Non-Targeted  Lateral Segment,
          plus a management fee equal to thirty percent (30%) of such Costs.

          Credit:  As Grantor  sells  Dark  Fiber to a second,  third and fourth
          customer on a  Non-Targeted  Lateral  Segment,  Grantor shall credit a
          portion of the fees paid by each such customer as set forth below:

          2nd Customer - 50% of the total Cost shall be credited


<PAGE>


          3rd Customer - An additional 15% of the total Cost shall be credited
          4th Customer - An  additional  10% of the total Cost shall be credited
          (so that the total  percentage  of overall cost borne by Grantee would
          be 25%).

          For purposes of credits for  Non-Targeted  Lateral  Segments listed in
          Exhibit "A", in the event Grantor utilizes such  Non-Targeted  Lateral
          Segments  to provide  its own  services  to  end-users  in a building,
          Grantor  shall be  treated as a customer  utilizing  the  Non-Targeted
          Lateral Segment and Grantee shall receive a credit equal to the amount
          set forth above.

     3.   General

          Credits shall be issued only to the extent that the customer's payment
          to Grantor is sufficient  to make such credit to Grantee,  and Grantor
          shall  issue  such  credit  to  Grantee  within  thirty  (30)  days of
          Grantor's  receipt of payment from a customer.  Grantee shall have the
          right to use such  credit  to  off-set  the Cost of  constructing  and
          installing any future Lateral  Segments.  If any Dark Fiber customer's
          total  payment  for use of Dark  Fibers  within any  Targeted  Lateral
          Segment is  insufficient  to reach the full  credit  amounts set forth
          above,  then the credit shall be carried over to the  subsequent  dark
          fiber  customer  so  that  Grantee  would  in  each  event   (assuming
          sufficient  revenue  is  generated  from Dark Fiber  sales  along such
          Targeted  Lateral  Segment) be  entitled  to a credit that  results in
          Grantee  bearing  25% of the  cost of  construction  for any  Targeted
          Lateral Segment.

          Grantee shall be  responsible  for 100% of the Costs  associated  with
          supplying slack fiber for Grantee's use in any manhole.

          The Lateral Segment Fee for each Lateral Segment listed in Exhibit "A"
          shall be reduced by the following  amounts  (reflecting  the amount of
          the Design,  Planning  and  Engineering  Fee  allocated  and  directly
          attributable to such Lateral Segment).

<PAGE>

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------
     LATERAL SEGMENT NAME        TOTAL ESTIMATED COST OF       REDUCTION IN LATERAL
                                       CONSTRUCTION                 SEGMENT FEE
---------------------------------------------------------------------------------------
<S>                             <C>                           <C>
3340 Peachtree Road NE, #200,             [**]                        [**]
Atlanta, GA
---------------------------------------------------------------------------------------
99 Summer Street, 12th Floor,             [**]                        [**]
Boston, MA
---------------------------------------------------------------------------------------
10 South LaSalle Street,                  [**]                        [**]
Suite 2416,
Chicago, IL
---------------------------------------------------------------------------------------
600 N. Pearl, #800,                       [**]                        [**]
Dallas, TX
---------------------------------------------------------------------------------------
515 S. Flower, #1000                      [**]                        [**]
Los Angeles, CA
---------------------------------------------------------------------------------------
1 State St. Plaza, 22nd Floor             [**]                        [**]
New York, NY
---------------------------------------------------------------------------------------
325 Hudson Street                         [**]                        [**]
New York, NY
---------------------------------------------------------------------------------------
444 Market (1 Front Street),              [**]                        [**]
San Francisco, CA
---------------------------------------------------------------------------------------
390 Main Street, 6th Floor                [**]                        [**]
San Francisco, CA
---------------------------------------------------------------------------------------
717 Office Center Drive,                  [**]                        [**]
St. Louis, MO
---------------------------------------------------------------------------------------
1411 K. Street, NW,                       [**]                        [**]
Washington, D.C.
---------------------------------------------------------------------------------------
12851 World Gate Drive, 5th               [**]                        [**]
Floor
Herndon, VA
---------------------------------------------------------------------------------------
            TOTAL                         [**]                        [**]
---------------------------------------------------------------------------------------
</TABLE>


Exhibit "C"

          METROPOLITAN (LOCAL LOOP) NETWORK CONSTRUCTION SPECIFICATIONS

The intent of this  Exhibit  is to  delineate  the  general  specifications  and
standards  for  construction  of the Grantor  System  within their  metropolitan
networks.  In the event any  federal,  state,  local or  private  agency  having
jurisdiction  shall impose higher standards,  Grantor will comply and conform to
such higher standards. Grantor may deviate from the specifications and standards
described below in those instances where either (i) strict


[**] CONFIDENTIAL TREATMENT REQUESTED

<PAGE>


compliance is impractical due to physical (including environmental)  conditions,
right-of-way issues or code restrictions, or (ii) Grantor has acquired a portion
of the Grantor System from a third party.

1. Minimum Depths

o    Minimum  cover  required in the  placement  of conduit  shall be 42 inches,
     except in the following instances:
     o    The  minimum  cover in borrow  ditches  adjacent  to roads,  highways,
          railroads and interstates  shall be 48 inches below the clean-out line
          or existing grade, whichever is greater.
     o    The minimum  cover across  streams,  river washes and other  waterways
          shall  be 48  inches  below  the  clean-out  line or  existing  grade,
          whichever is greater.
     o    Where  conduit  crosses  railroads,  the conduit  shall be placed at a
          minimum  depth  of 60  inches  below  the  base of rail or  below  the
          paralleling drainage ditch, whichever is greater.
     o    At locations where conduit crosses other subsurface utilities or other
          structures,  the conduit shall be installed to provide a minimum of 12
          inches  of  vertical   clearance   under  the  foreign   object  while
          maintaining a minimum cover of 42 inches.
     o    In rock, the conduit shall be placed either: (a) 8 inches deep in rock
          with 36 inches minimum cover;  (b) 8 inch deep in rock with a concrete
          cap and 30 inches minimum cover;  (c) 8 inches deep in rock with a 1/4
          inch steel  plate  cover and 24 inches  minimum  cover or (d) in steel
          pipe placed on top of the rock with 18 inches minimum cover, whichever
          requires the least rock  excavation.  HDPE conduit will be back-filled
          with 2 inches of  select  materials  (bedding)  and 4 inches of select
          cover in rock areas.
     o    In the case of the  use/conversion  of conduit  systems  purchased  or
          leased from third parties or salvaged  conduit  systems,  the existing
          depths shall be considered adequate.

2. Cable Marking Tape

     o    Cablemarking  tape shall be installed above all direct buried conduit,
          generally  at a  minimum  of 12 inches  below the top of rough  grade.
          Conduit  installed  by  means  other  than  direct  burial  as well as
          salvaged  conduit  systems or  conduit  systems  purchased  from third
          parties will not have cable marking tape installed.


<PAGE>


3. Conduit Construction

     o    Conduits may be placed by means of trenching,  plowing, jack and bore,
          or directional bore. Conduit will generally be placed on a level grade
          parallel to the surface, with only gradual changes in grade elevation.
     o    Steel conduit will be joined with threaded  collars,  welding or other
          industry accepted methods.
     o    Railroad crossings will be encased in HDPE or steel conduit.
     o    All  underground  crossings of navigable  waterways  will be placed in
          either HDPE or steel  conduit at a minimum  depth of 20 feet below the
          bottom of the waterway.
     o    All conduits  placed on DOT bridges will be bulletproof  fiberglass or
          galvanized steel.
     o    All conduits  placed on bridges shall have  expansion  joint placed at
          each structural  (bridge)  expansion joint or at least every 100 feet,
          whichever is the shorter distance.

4. Cable Installation

     o    The maximum pulling force to be applied to the fiber optic cable shall
          be 600 pounds.
     o    A pulling  swivel  breakaway  rated at 600 pounds shall be used at all
          times when pulling fiber optic cable.
     o    Bends of small radii  (less then 20 times the outside  diameter of the
          cable) and twists  that may damage the cable  shall be avoided  during
          cable placement.
     o    The cable shall be lubricated and placed in accordance  with the cable
          manufacturer specifications.
     o    All splices will be contained in a cable vault or hand hole.
     o    A minimum of 60 feet of slack  cable will be left in all  intermediate
          cable vaults or hand holes.
     o    A minimum  of 50 feet of slack  cable  from  each  cable end (100 feet
          total) will be left in all splice locations.

5. Cable Vaults and Hand Holes

     o    Cable  vaults will be placed as required  by local  conditions  and at
          approximately  every  3000  feet in rural  areas and 500 feet in urban
          areas


<PAGE>


     o    Cable vaults and hand holes placed in traveled  surface  streets shall
          be a minimum HS-20 loading rated.
     o    Cable vaults and hand holes not installed in traveled  surface streets
          shall be a minimum HS-10 loading rated.

6. Proofing of Conduits

     o    Upon  completion  of conduit  installed,  conduit  shall be proofed to
          verify continuity and integrity of the conduit system.
     o    Proofing shall be  accomplished  by pulling or blowing a mandrel.  The
          outside  diameter  of the  mandrel  or pig  shall be a  minimum  of 80
          percent of the inside diameter of the conduit.

7. Compliance

     o    All work will be done in  accordance  with federal,  state,  local and
          applicable  private rules and laws regarding safety and  environmental
          issues,  including  those set forth by OSHA and the EPA. In  addition,
          all work and the  resulting  fiber system will comply with the current
          requirements  of all  governing  entities  (FCC,  NEC,  DEC, and other
          national, state, and local codes).

8. As Built Drawings

o    As-built drawings for conduit will contain a minimum of the following:
     o    Information   showing  the  location  of  running  line,  relative  to
          permanent landmarks.
     o    Cable vault and hand hole locations.
     o    Conduit information (type, length, etc.)
     o    Notation of all deviations from specifications (depth, etc.).
     o    ROW detail (type, centerline distances,  boundaries,  waterways,  road
          crossings, known utilities and obstacles).
     o    Fiber  optic cable data (type,  manufacturer,  reel IDs,  sequentials,
          slack coils, splice points, etc.).
     o    Drawings  will be updated  with  actual  field  data  during and after
          construction.
     o    Metro area scale shall not exceed 1 inch = 200 feet.
     o    Rural area scale shall not exceed 1 inch = 500 feet.
     o    All deviations from specification (depth, etc.).


<PAGE>


     o    As-built drawings will be provided within 90 days after the Acceptance
          Date in electronic format.

o    As-built drawings for fiber will contain a minimum of the following:
     o    Maps depicting which streets the Grantee fiber route travels.
     o    Grantee logical loop configurations and fiber assignments per loop.
     o    Fiber assignments to all buildings  Grantor provides  connectivity for
          Grantee.
     o    As-built drawings will be provided within 90 days after the Acceptance
          Date in electronic format.


<PAGE>


                                   EXHIBIT "D"
        METROPOLITAN (LOCAL LOOP) NETWORK FIBER, CONDUIT AND CABLE VAULT
                                 SPECIFICATIONS

The intent of this Exhibit is to delineate the manufacturer  specifications  for
the Grantee  Fibers and the conduit  and cable vault  systems  housing the Cable
within  their  metropolitan   networks.   Grantor  may  also  deviate  from  the
specifications and standards described below in those instances where either (i)
strict  compliance  is  impractical  due to physical  (including  environmental)
conditions,  right-of-way  issues  or code  restrictions,  or (ii)  Grantor  has
acquired a portion of the Grantor System from a third party.

1. Fiber

o    In the metropolitan  segments,  single mode fiber will be used. In any case
     where  the  routes  for  Grantor's  intercity  and  metropolitan   networks
     converge,  Grantor shall have the right to elect to install either non-zero
     dispersion-shifted   optical  fiber  or  single  mode  fiber.  Grantor  may
     substitute  alternative  fibers if and only if such alternative fibers have
     performance  specifications  which are at least equal to the specifications
     set forth below:

Single Mode Fiber

o    Attenuation at 1310 nm = 0.40 dB/km max
o    Attenuation at 1550 nm = 0.30 dB/km max
o    Zero Dispersion wavelength = 1312nm typical
o    Wavelength cutoff<1260nm typical
o    Dispersion slope =<.0902ps typical
o    Polarization Mode dispersion = 0.20 ps max per fiber, 0.10 ps link value
o    Mode Field Diameter = 9.2+- 0.4 im at 1310 nm & 10.4 +-0.8 at 1550 nm
o    Cladding Diameter = 125.0 +- 1.0 im
o    Core/Clad Concentricity <=0.5 im

o    The fiber optic cable  shall  generally  be  single-armored  (except  where
     Grantor determines otherwise at their sole discretion)

2. Conduit


<PAGE>


Grantor  uses a variety  of  conduit  types  within  its  metropolitan  networks
including the following:
o    Conduit  supplied  on reels  shall  be  1-1/4  inch  minimum  High  Density
     Polyethylene  (HDPE),  UV  stabilized,  SDR 11 or SDR 9.  Conduit  shall be
     connected by coupler. Conduits shall be unlubricated with no rope or tape.
o    Conduit  supplied  in  sections  shall be 1-1/4  inch  minimum  Poly  Vinyl
     Chloride (PVC) schedule 40 conduit.  Ends shall be bell and spigot/beveled.
     PVC shall be connected  using a PVC solvent in accordance  with PVC conduit
     manufacturer's recommendations. Conduits shall be unlubricated with no rope
     or tape.
o    4 inch diameter  conduit shall be Poly Vinyl  Chloride  (PVC)  schedule 40.
     Ends shall be bell and  spigot/beveled.  PVC shall be connected using a PVC
     solvent in accordance with PVC conduit manufacturer's recommendations.
o    8 inch and 10 inch conduit  shall be HDPE smooth wall  polyethylene  with a
     SDR 11 nominal diameter.
o    Fiberglass  conduit shall be filament  non-metallic,  filament wound epoxy,
     suitable for direct burial,  concrete encasement and suspension from bridge
     members without regard to outdoor ambient. The product shall contain carbon
     black to provide ultraviolet protection.
o    Steel conduit shall be galvanized rigid conduit (GRC).  Steel casings shall
     be a minimum 35,000 PSI.

3. Cable Vaults and Pull Boxes
o    Cablevaults  shall conform to the  requirements of ASTM C478 and ASTM C858.
     Cable vault and all components  placed in traveled surface streets shall be
     designed to withstand  HS20 loading per AASHTO  loading in accordance  with
     ASTM C857.  Cable vaults not placed in traveled  surface  streets  shall be
     designed to withstand HS10 loading.
o    Cable vaults of varying sizes will be used.
o    Each cable splice vault shall be grounded using industry  accepted methods.
o    Cable vaults shall contain racking to support cable runs.
o    Design of pull boxes shall follow the same manner as cable vaults.


<PAGE>












<PAGE>


                                 Execution Copy

                   CONFIDENTIAL - IRU for Dark Fibers (Metro)



<PAGE>


                                   EXHIBIT "E"
      METROPOLITAN (LOCAL LOOP) NETWORK FIBER ACCEPTANCE TESTING PROCEDURES
                                  AND STANDARDS

The  intent  of this  Exhibit  is to  identify  the  fiber  acceptances  testing
procedures  and  standards  used  within the  Grantor's  metropolitan  networks.
Deviations from these  specifications may occur if Grantor acquires a portion of
the Grantor System from a third party pursuant to the Agreement.

1.   All splices shall be fusion  spliced.  Mechanical  splices are only allowed
     during temporary restoration and will be replaced with fusion splices.
2.   Fibers shall be terminated with Ultra SC-PC connectors (typical return loss
     of 0.50 dB).
3.   After   end-to-end   connectivity   on  the  fibers  has  been   completed,
     bi-directional OTDR span and power meter testing will be completed. Grantor
     shall  perform  tests after the fiber cable is  installed  and the splicing
     enclosures have been completed and are in their final resting configuration
     with the cable vault or hand hole covers closed. This ensures that no micro
     or macro bending  problems with the cable or fiber strands will  contribute
     to the loss/attenuation measurements.
4.   Power meter tests  shall be  completed  to verify and insure that no fibers
     have been crossed at any of the splice points  within the network.  Grantor
     shall test and record  power level  readings  on all fiber  strands in both
     directions  of  transmission  (bi-directionally)  using  the 1310 & 1550 nm
     wavelengths.
5.   All OTDR and power meter tests shall be completed as follows:

     a.   All OTDR  traces  shall be taken from both ends of a section  (between
          adjacent  Locations) and recorded using the 1310 & 1550 nm wavelength.
          Loss/attenuation   measurements   for  each  splice  point  from  both
          directions shall be taken and recorded.
     b.   The end-to-end loss value as measured with an industry-accepted  laser
          source and power meter should have an attenuation  rating of less than
          or equal to the following:
          (1)  At 1310 nm: (0.40 dB/km x km of cable) + (number of  connectors x
               0.50) + (0.10 x number of splices).
          (2)  At 1550 nm: (0.30 dB/km x km of cable) + (number of  connectors x
               0.50) + (0.10 x number of splices).
     c.   Grantor's  loss/attenuation  objective  for each fiber optic splice is
          0.10  dB  when  measured  in one  direction  with  an  OTDR  test  set
          (excluding  connector  loss,  which  is  typically  0.50 dB per  mated
          connector pair). If


<PAGE>


          after three  attempts  this  parameter  is not met, the splice will be
          marked as  Out-Of-Spec  (OOS) and the splice will remain  provided the
          average  loss/attenuation  value of all splices on an individual fiber
          basis shall not exceed 0.10 dB for the entire ring or subsystem.
     d.   For  bi-directional  OTDR testing,  the distance from Location "A" and
          Location   "Z"  shall  be  recorded   for  each  splice   point.   The
          loss/attenuation  at each  splice  point  shall  be  recorded  at both
          wavelengths (1310 nm & 1550 nm) in each direction.  Grantor shall then
          average  the  two  readings  to  obtain  the  final   average   splice
          loss/attenuation for each splice point of each fiber strand within the
          fiber optic cable.
     e.   Each fiber  strand  color must be recorded  along with its buffer tube
          color or the ribbon color. The laser source transmit power level using
          the 1310 & 1550 nm wavelengths  will always be recorded  together with
          the receive power level reading at the receiving end of the test.
6.   OTDR traces will be taken and splice loss  measurements  recorded.  Grantor
     will store OTDR  traces on  electronic  media.  Loss  measurements  will be
     recorded using an industry-accepted  laser source and a power meter. Copies
     of all data sheets and tables and one set of diskettes with all traces will
     be available to Grantee.
7.   Following  emergency  restoral,  Grantor  personnel shall perform span test
     documenting  end-to-end  attenuation  measurement of each fiber and will be
     completed in both directions at 1310 & 1550 nm wavelengths.  Upon permanent
     repair,  new splice loss  readings  should be no greater  than the original
     splice loss specifications.


<PAGE>


                                   EXHIBIT "F"
                     MAINTENANCE REQUIREMENTS AND PROCEDURES

MAINTENANCE

Scheduled  Maintenance.  Routine  maintenance  and repair of the Grantee  Fibers
described in this  section  ("Scheduled  Maintenance")  shall be performed by or
under the direction of Grantor, at Grantor's  reasonable  discretion.  Scheduled
Maintenance shall commence with respect to each Segment upon the Effective Date.
Scheduled Maintenance shall only include the following activities:

o    patrol of Grantor System route on a regularly  scheduled basis,  which will
     not be less than monthly,  unless  hi-rail  access is  necessary,  in which
     case, it will be quarterly;

o    maintenance of a "Call-Before-You-Dig" program and all required and related
     cable locates;

o    maintenance  of sign posts along the Grantor System  right-of-way  with the
     number of the local "Call-Before-You-Dig" organization and the "800" number
     for Grantor's "Call-Before-You-Dig" program; and

o    assignment of fiber maintenance technicians to locations along the route of
     the Grantor System.

Unscheduled  Maintenance.  Non-routine  maintenance  and  repair of the  Grantee
Fibers   which  is  not   included  as   Scheduled   Maintenance   ("Unscheduled
Maintenance")  shall  be  performed  by  or  under  the  direction  of  Grantor.
Unscheduled  Maintenance  shall  commence  with respect to each Segment upon the
Effective Date. Unscheduled Maintenance shall consist of:

o    "Emergency Unscheduled  Maintenance" in response to an alarm identification
     by Grantor's Operations Center,  notification by Grantee or notification by
     any third party of any failure, interruption or impairment in the operation
     of fibers  within the Grantor  System,  or any event  imminently  likely to
     cause the failure, interruption or impairment in the


<PAGE>


     operation of fibers within the Grantor System.

o    "Non-Emergency  Unscheduled  Maintenance"  in  response  to  any  potential
     service-affecting  situation  to  prevent  any  failure,   interruption  or
     impairment in the operation of fibers within the Grantor System not covered
     by Scheduled  Maintenance.  Grantee shall  immediately  report the need for
     Unscheduled Maintenance to Grantor in accordance with reasonable procedures
     promulgated  by  Grantor  from time to time.  Grantor  will log the time of
     Grantee's report,  verify the problem and dispatch personnel immediately to
     take corrective action.

OPERATIONS CENTER

Grantor  shall  operate  and  maintain  an  Operations   Center  ("OC")  staffed
twenty-four  (24) hours a day,  seven (7) days a week by trained  and  qualified
personnel.  Grantor's  maintenance  personnel  shall be  available  for dispatch
twenty-four  (24)  hours a day,  seven (7) days a week.  Grantor  shall have its
first  maintenance   personnel  at  the  site  requiring  Emergency  Unscheduled
Maintenance  activity within four (4) hours after the time Grantor becomes aware
of an event requiring Emergency Unscheduled Maintenance, unless delayed by Force
Majeure Events.  Grantor shall maintain a toll-free  telephone number to contact
personnel at the OC.  Grantor's  OC personnel  shall  dispatch  maintenance  and
repair personnel along the system to handle and repair problems  detected in the
Grantor System: (i) through the Grantee's remote  surveillance  equipment and/or
upon  notification by Grantee to Grantor,  or (ii) upon  notification by a third
party.

Grantor will not be responsible  for monitoring the  performance or operation of
the Grantee Fibers; in the event that Grantee detects a failure in the operation
of the Grantee Fibers which may indicate the need for  Unscheduled  Maintenance,
Grantee shall report same to Grantor's OC.

COOPERATION AND COORDINATION

o    In performing its services  hereunder,  Grantor shall take workmanlike care
     to prevent  impairment  to the signal  continuity  and  performance  of the
     Grantee  Fibers.  The  precautions  to be taken by  Grantor  shall  include
     notifications to Grantee. In addition,  Grantor shall reasonably  cooperate
     with Grantee in sharing information and analyzing the disturbances


<PAGE>


     regarding  the cable  and/or  fibers.  In the event that any  Scheduled  or
     Unscheduled    Maintenance   hereunder   requires   a   traffic   roll   or
     reconfiguration   involving  cable,   fiber,   electronic   equipment,   or
     regeneration  or other  facilities of the Grantee,  then Grantee shall,  at
     Grantor's  reasonable request,  make such personnel of Grantee available as
     may be necessary in order to accomplish such  maintenance,  which personnel
     shall  coordinate and cooperate with Grantor in performing such maintenance
     as required of Grantor hereunder.

o    Grantor  shall notify  Grantee at least five (5) business days prior to the
     date in  connection  with any Planned  Service Work Period  ("PSWP") of any
     Scheduled  Maintenance  and as soon as possible after becoming aware of the
     need for  Unscheduled  Maintenance.  Grantee  shall  have  the  right to be
     present during the performance of any Scheduled  Maintenance or Unscheduled
     Maintenance so long as this  requirement  does not interfere with Grantor's
     ability to perform its obligations  under the Agreement.  In the event that
     Scheduled  Maintenance  is  canceled  or  delayed  for  whatever  reason as
     previously  notified,  Grantor shall notify  Grantee at Grantor's  earliest
     opportunity,  and will comply with the provisions of the previous  sentence
     to reschedule any delayed activity.

FACILITIES

o    Grantor  shall  maintain  the Grantor  System in a manner which will permit
     Grantee's  use,  in  accordance  with  the  terms  and  conditions  of  the
     Agreement.

o    Grantee will be solely responsible for providing and paying for any and all
     maintenance of all electronic,  optronic and other equipment, materials and
     facilities  used by Grantee in connection with the operation of the Grantee
     Fibers,  none of  which  is  included  in the  maintenance  services  to be
     provided hereunder.

CABLE/FIBERS

o    Grantor  shall  perform  appropriate  Scheduled  Maintenance  on the cables
     contained in the Grantor  System in accordance  with Grantor's then current
     preventive  maintenance  procedures which shall not  substantially  deviate
     from standard industry practice.


<PAGE>


o    Grantor shall have qualified  representatives  on site any time Grantor has
     reasonable  advance  knowledge that another person or entity is engaging in
     construction  activities or otherwise  digging  within five (5) feet of any
     cable.

o    Grantor shall maintain sufficient capability to teleconference with Grantee
     during an Emergency  Unscheduled  Maintenance  in order to provide  regular
     communications  during the repair  process.  When  correcting  or repairing
     cable discontinuity or damage, including but not limited to in the event of
     Emergency Unscheduled Maintenance,  Grantor shall use reasonable efforts to
     repair   traffic-affecting   discontinuity  within  four  (4)  hours  after
     Grantor's  representatives  arrival  at  the  problem  site.  In  order  to
     accomplish such objective,  it is acknowledged that the repairs so effected
     may be temporary in nature.  In such event,  within  twenty-four (24) hours
     after  completion of any such Emergency  Unscheduled  Maintenance,  Grantor
     shall commence its planning for permanent repair,  and thereafter  promptly
     shall notify  Grantee of such plans,  and shall  implement  such  permanent
     repair within an appropriate time thereafter. Restoration of open fibers on
     fiber strands not immediately  required for service shall be completed on a
     mutually  agreed-upon  schedule.  If the fiber is  required  for  immediate
     service, the repair shall be scheduled for the next available PSWP.

o    In   performing   repairs,   Grantor   shall   comply  with  the   splicing
     specifications  as set forth in  Exhibit  "E".  Grantor  shall  provide  to
     Grantee any  modifications to these  specifications  as may be necessary or
     appropriate in any particular instance.

o    Grantor's representatives that are responsible for initial restoration of a
     cut cable shall carry on their vehicles the typically appropriate equipment
     that would  enable a temporary  splice,  with the  objective  of  restoring
     operating capability in as little time as possible.  Grantor shall maintain
     and supply an inventory of spare cable in storage  facilities  supplied and
     maintained  by  Grantor  at  strategic   locations  to  facilitate   timely
     restoration.

PLANNED SERVICE WORK PERIOD


<PAGE>


Scheduled  Maintenance  which is  reasonably  expected  to  produce  any  signal
discontinuity  must be  coordinated  between the parties.  Generally,  this work
should be scheduled after midnight and before 6:00 a.m. local time. Major system
work, such as fiber rolls and hot cuts,  will be scheduled for PSWP weekends.  A
calendar  showing approved PSWP will be agreed upon in the last quarter of every
year for the year to come. The intent is to avoid jeopardy work on the first and
last weekends of the month and high-traffic holidays.

RESTORATION

o    Grantor shall respond to any event giving rise to the need for  Unscheduled
     Maintenance  (in any event,  an "Outage") as quickly as possible  (allowing
     for  delays  caused  by  Force  Majeure  Events)  in  accordance  with  the
     procedures set forth herein.

o    When restoring a cut cable in the Grantor System, the parties agree to work
     together to restore all traffic as quickly as possible.  Grantor,  promptly
     upon arriving on the site of the cut, shall  determine the course of action
     to be taken to  restore  the  cable and shall  begin  restoration  efforts.
     Grantor  shall  splice  fibers  tube by tube or  ribbon  by ribbon or fiber
     bundle by fiber bundle,  rotating  between tubes or ribbons operated by the
     parties having an interest in the cable, including Grantee, Grantor and all
     future fiber users of the system (collectively, the "Interest Holders"), in
     accordance with the following  described  priority and rotation  mechanics;
     provided that,  operating fibers (i.e.,  fibers which have been jumpered to
     Grantee's,  Grantor's or another  party's space or equipment) in all buffer
     tubes  or  ribbons  or  fiber   bundles   shall  have   priority  over  any
     non-operating fibers in order to allow transmission systems to come back on
     line;  and provided  further that,  Grantor will continue such  restoration
     efforts until all lit fibers in all buffer tubes or ribbons are spliced and
     all traffic  restored.  In general,  and except to the extent prohibited by
     applicable laws, priority among Interest Holders affected by a cut shall be
     determined on a rotating  restoration-by-restoration and Segment-by-Segment
     basis, to provide fair and equitable  restoration  priority to all Interest
     Holders.  Grantor  will  provide  upon  Segment  completion  a  System-wide
     rotation  mechanism  on a  Segment-by-Segment  basis  so that  the  initial
     rotation  order of the  Interest  Holders in each  Segment is varied  (from
     earlier to later in the order), such that as


<PAGE>


     restorations  occur,  each  Interest  Holder has  approximately  equivalent
     rotation order positions across the Grantor System. Additional participants
     in the Grantor  System that become  Interest  Holders after the date hereof
     shall be added to the restoration rotation mechanism.

o    The goal of emergency  restoration  splicing shall be to restore service as
     quickly as  possible.  This may require the use of some type of  mechanical
     splice, such as the "3M FiberLock",  to complete the temporary restoration.
     Permanent  restorations  will  take  place as soon as  possible  after  the
     temporary splice is complete.

SUBCONTRACTING

Grantor may subcontract any of the maintenance services hereunder; provided that
Grantor shall  require the  subcontractor(s)  to perform in accordance  with the
requirements and procedures set forth herein.  The use of any such subcontractor
shall not relieve Grantor of any of its obligations hereunder.

<PAGE>

                   ASSIGNMENT AND ASSUMPTION OF IRU AGREEMENTS

                  THIS  ASSIGNMENT  AND  ASSUMPTION  OF  IRU  AGREEMENTS   (this
"Assignment"),  dated as of August 31, 2000,  is between  SAVVIS  Communications
Corporation,  a Delaware  corporation  ("ASSIGNOR"),  and SAVVIS  Communications
Corporation, a Missouri corporation ("ASSIGNEE").

                  WHEREAS,  Assignor  desires  to  assign  to  Assignee  all  of
Assignor's  right,  title and interest in that certain Metro IRU Agreement dated
as of August 2, 2000 between Assignor and Level 3  Communications,  LLC and that
certain Long Haul IRU Agreement dated as of August 2, 2000 between  Assignor and
Level 3  Communications,  LLC  (together,  the "IRU  Agreements"),  and Assignee
desires  to  assume  all of  Assignor's  right,  title and  interest  in the IRU
Agreements.

                  NOW,  THEREFORE,  in consideration of the foregoing and of the
mutual  covenants and  agreements  hereinafter  set forth,  Assignor does hereby
bargain,  sell,  assign,  transfer,  convey  and  deliver  to  Assignee  and its
successors and assigns the IRU Agreements and all of Assignor's right, title and
interest in and to the IRU Agreements.

                  TO HAVE AND TO HOLD the same unto the Assignee, its successors
and assigns, for their exclusive use and benefit forever.

                  Assignor  fully and  generally  warrants to Assignee the right
and title to the IRU Agreements unto Assignee,  its successors and assigns,  for
their exclusive use and benefit forever.

                  Assignee hereby accepts the transfer of the IRU Agreements and
specifically  assumes,  covenants  and agrees to perform  and be bound by all of
Assignor's  obligations  and  liabilities  under,  and  all  of  the  terms  and
conditions  set  forth  in,  the  IRU  Agreements  that  constitute  contractual
obligations of Assignor.

                  Each of the parties  hereto  hereby agrees to take or cause to
be taken such  further  actions,  to  execute,  deliver  and file or cause to be
executed,  delivered and filed such other documents, and to obtain such consents
as may be  necessary  or as  may be  reasonably  requested  in  order  to  fully
effectuate the purposes of this Assignment.


<PAGE>





                  IN WITNESS  WHEREOF,  the  parties  hereto  have  caused  this
Assignment to be duly executed as of the day and year first above written.

                                          SAVVIS COMMUNICATIONS
                                          CORPORATION, a Delaware corporation


                                          By:  /s/ Steven M. Gallant
                                               ---------------------------------
                                               Name: Steven M. Gallant
                                               Title: Vice President

                                          SAVVIS COMMUNICATIONS
                                          CORPORATION, a Missouri corporation


                                          By:  /s/ Steven M. Gallant
                                               ---------------------------------
                                               Name: Steven M. Gallant
                                               Title: Vice President


</TEXT>
</DOCUMENT>
