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Interconnection Agreement-Missouri - Southwestern Bell Telephone Co. and Birch Telecom of Missouri Inc.

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                       INTERCONNECTION AGREEMENT-MISSOURI

                                     between

                       Southwestern Bell Telephone Company

                                       and

                         Birch Telecom of Missouri, Inc.

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                       INTERCONNECTION AGREEMENT-MISSOURI

                                     between

                       Southwestern Bell Telephone Company

                                       and

                         Birch Telecom of Missouri, Inc.




<Page>

                                TABLE OF CONTENTS
                       INTERCONNECTION AGREEMENT-MISSOURI
                                     BETWEEN
                       SOUTHWESTERN BELL TELEPHONE COMPANY
                                       AND
                         BIRCH TELECOM OF MISSOURI, INC.



                                                                                
1.   INTRODUCTION......................................................................2
2.   EFFECTIVE DATE....................................................................3
3.   THIS SECTION INTENTIONALLY LEFT BLANK.............................................3
4.   TERM OF AGREEMENT.................................................................3
5.   ASSIGNMENT........................................................................5
6.   CONFIDENTIALITY AND PROPRIETARY INFORMATION.......................................6
7.   LIABILITY AND INDEMNIFICATION.....................................................7
8.   PAYMENT OF RATES AND CHARGES.....................................................12
9.   DISPUTE RESOLUTION...............................................................12
10.  TERMINATION OF SERVICE TO CLEC...................................................15
11.  NOTICES..........................................................................17
12.  TAXES............................................................................17
13.  FORCE MAJEURE....................................................................19
14.  PUBLICITY........................................................................19
15.  NETWORK MAINTENANCE AND MANAGEMENT...............................................20
16.  LAW ENFORCEMENT AND CIVIL PROCESS................................................20
17.  CHANGES IN SUBSCRIBER CARRIER SELECTION..........................................21
18.  AMENDMENTS OR WAIVERS............................................................22
19.  AUTHORITY........................................................................24
20.  BINDING EFFECT...................................................................24
21.  CONSENT..........................................................................24
22.  EXPENSES.........................................................................24
23.  HEADINGS.........................................................................24
24.  RELATIONSHIP OF PARTIES..........................................................25
25.  CONFLICT OF INTEREST.............................................................25
26.  MULTIPLE COUNTERPARTS............................................................25
27.  THIRD PARTY BENEFICIARIES........................................................25
28.  REGULATORY APPROVAL..............................................................25
29.  TRADEMARKS AND TRADE NAMES.......................................................25
30.  REGULATORY AUTHORITY.............................................................26
31.  COMMISSION INTERPRETATION OF SAME OR SUBSTANTIVELY SIMILAR LANGUAGE..............27
32.  VERIFICATION REVIEWS.............................................................27
33.  COMPLETE TERMS...................................................................28
34.  COOPERATION ON PREVENTING END USER FRAUD.........................................28
35.  NOTICE OF NETWORK CHANGES........................................................29
36.  GOOD FAITH PERFORMANCE...........................................................29
37.  RESPONSIBILITY OF EACH PARTY.....................................................29

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38.  TRANSMISSION OF TRAFFIC TO THIRD PARTIES.........................................29
39.  GOVERNMENTAL COMPLIANCE..........................................................30
40.  RESPONSIBILITY FOR ENVIRONMENTAL CONTAMINATION...................................30
41.  SUBCONTRACTING...................................................................32
42.  REFERENCED DOCUMENTS.............................................................32
43.  SEVERABILITY.....................................................................32
44.  SURVIVAL OF OBLIGATIONS..........................................................33
45.  GOVERNING LAW....................................................................33
46.  PERFORMANCE CRITERIA.............................................................33
47   OTHER OBLIGATIONS OF CLEC........................................................33
48.  DIALING PARITY; INTERIM NUMBER PORTABILITY.......................................33
49.  BRANDING.........................................................................34
50.  CUSTOMER INQUIRIES...............................................................34
51.  DISCLAIMER OF WARRANTIES.........................................................34
52.  NO WAIVER........................................................................34
53.  DEFINITIONS......................................................................35
54.  RESALE...........................................................................35
55.  UNBUNDLED NETWORK ELEMENTS.......................................................35
56.  ORDERING AND PROVISIONING, MAINTENANCE, CONNECTIVITY BILLING
     AND RECORDING , AND PROVISION OF CUSTOMER USAGE DATA.............................35
57.  NETWORK INTERCONNECTION ARCHITECTURE.............................................36
58.  COMPENSATION FOR DELIVERY OF TRAFFIC.............................................36
59.  ANCILLARY FUNCTIONS..............................................................36
60.  SEPARATE AFFILIATE COMMITMENTS...................................................36
61.  OTHER REQUIREMENTS AND ATTACHMENTS...............................................37


     ATTACHMENTS

     RESALE
     Attachment 1: Resale
        Appendix Services/Pricing
           Exhibit A: SWBT's Telecommunications Services Available for Resale
           Exhibit B: SWBT's Other Services Available for Resale
        Appendix Customized Routing-Resale
        Appendix DA-Resale
        Appendix OS-Resale
        Appendix White Pages (WP)-Resale
     Attachment 2: Ordering and Provisioning-Resale
     Attachment 3: Maintenance-Resale
     Attachment 4: Connectivity Billing-Resale
     Attachment 5: Provision of Customer Usage Data-Resale

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     UNBUNDLED NETWORK ELEMENTS
     Attachment 6: Unbundled Network Elements (UNE)
          Appendix Pricing-UNE
          Appendix Pricing-UNE: Exhibit 1
          Appendix Pricing-UNE Schedule of Prices
     Attachment 7: Ordering and Provisioning-UNE
     Attachment 8: Maintenance-UNE
     Attachment 9: Billing-Other
     Attachment 10: Provision of Customer Usage Data-UNE

     NETWORK INTERCONNECTION ARCHITECTURE AND COMPENSATION
     Attachment 11: Network Interconnection Architecture
          Appendix Interconnection Trunking Requirement (ITR)
          Appendix Network Interconnection Methods (NIM)
          Appendix SS7 Interconnection
     Attachment 12: Compensation
        Appendix FGA

     ANCILLARY FUNCTIONS
     Attachment 13: Ancillary Functions
        Physical Collocation Appendix
        Virtual Collocation Appendix
        Appendix Poles, Conduit, ROW

     OTHER REQUIREMENTS
     Attachment 14: Interim Number Portability
        Appendix Location Routing Number - PNP
     Attachment 15: E911
     Attachment 16: Network Security and Law Enforcement
     Attachment 17: Performance Remedy Plan
        Appendix Measurements Subject to Per Occurrence Damages or
        Assessment with a Cap and Measurements Subject to Per Measure
        Damages or Assessment Appendix Performance Measures Subject to
        Tier-1 and Tier-2 Damages Identified as High, Medium and Low
        Appendix 3 Performance Measurement Business Rules (Version 1.7)
     Attachment 18: Mutual Exchange of Directory Listing Information
     Attachment 19: White Pages-Other (WP-O)
     Attachment 20: Clearinghouse
     Attachment 21: Numbering
     Attachment 22: DA-Facilities Based
     Attachment 23: OS-Facilities Based
     Attachment 24: Recording-Facilities Based
     Attachment 25: DSL/HFPL/Line Splitting
     Attachment 26: Legitimately Related Provisions


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                      INTERCONNECTION AGREEMENT - MISSOURI

       This Interconnection Agreement - Missouri ("Agreement") is between Birch
Telecom of Missouri, Inc. ("CLEC"), a Delaware corporation, having an office at
2020 Baltimore Avenue, Kansas City, Missouri 64108, and Southwestern Bell
Telephone Company ("SWBT"), a Missouri corporation, having an office at 1010
Pine Street, St. Louis, Missouri 63101, (collectively "the Parties").

       WHEREAS, pursuant to the Telecommunications Act of 1996 (the "Act"), the
Parties wish to establish terms for the resale of SWBT services and for the
provision by SWBT of Interconnection, unbundled Network Elements, and Ancillary
Functions as designated in the Attachments hereto.

       WHEREAS, SWBT participated in a collaborative process with the Public
Utility Commission of Texas ("Texas PUC," or "Texas Commission") and numerous
competitive local exchange carriers ("CLECs") as part of the process for SWBT to
obtain in-region interLATA authority in Texas.

       WHEREAS, SWBT made the following representations as part of the public
interest phase of that collaborative process and made the following
representations to the Missouri Public Service Commission ("Missouri PSC,"
"Missouri Commission," or "Commission") as part of the process for SWBT to
obtain in-region interLATA authority in Missouri:

       (1)    SWBT represented that it has already made several, and represented
              that it would continue, process improvements designed to foster
              better relationships with and provide better service to its CLEC
              customers (such improvements include, but are not limited to: the
              restructuring of its organizations and the creation of new
              departments to provide faster and better responses to CLECs; the
              improvement of communications with CLECs through a greatly
              expanded Internet website, internal broadcast e-mails and user
              group meetings; the distribution of customer satisfaction surveys;
              and the creation of an Internal Escalation Process Intervals
              Policy);

       (2)    SWBT represented that it would follow certain Commission
              arbitration awards and other decisions, as set forth elsewhere in
              this Agreement (SWBT, however, made such commitment without
              waiving its right to appeal awards or decisions specifically set
              forth in this Section 18.1, 18.2, and 18.3 of General Terms and
              Conditions);

       (3)    SWBT represented that it would continue to work with its CLEC
              customers, and invite their feedback, to provide them a meaningful
              opportunity to compete in Missouri;
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       (4)    SWBT represented that it will comply with the FCC's rules and
              subsequent Section 271 decisions relating to the structural and
              nonstructural requirements for a Section 272 affiliate;

       WHEREAS SWBT offered as part of the Missouri 271 proceeding to make
certain modifications to the Interconnection Agreement-Missouri between
Southwestern Bell Telephone Company and AT&T Communications of the Southwest,
Inc. ("the AT&T Interconnection Agreement") available to other CLECs.

       WHEREAS, CLEC wishes to enter an agreement containing those terms and
conditions.

       NOW, THEREFORE, in consideration of the premises and the mutual covenants
of this Agreement CLEC and SWBT hereby agree as follows:

1.0    INTRODUCTION

1.1    This Agreement sets forth the terms, conditions and prices under which
       SWBT agrees to provide (a) services for resale (hereinafter referred to
       as Resale services), (b) unbundled Network Elements, or combinations of
       such Network Elements (Combinations), (c) Ancillary Functions and (d)
       Interconnection to CLEC. This Agreement also sets forth the terms and
       conditions for the interconnection of CLEC's network to SWBT's network
       and reciprocal compensation for the transport and termination of
       telecommunications.

1.2    The Network Elements, Combinations or Resale services provided pursuant
       to this Agreement may be connected to other Network Elements,
       Combinations or Resale services provided by SWBT or to any network
       components provided by CLEC itself or by any other vendor. Subject to the
       requirements of this Agreement, CLEC may at any time add, delete,
       relocate or modify the Resale services, Network Elements or Combinations
       purchased hereunder.

1.3    Except as provided in this Agreement, during the term of this Agreement,
       SWBT will not discontinue, as to CLEC, any Network Element, Combination,
       or Ancillary Functions offered to CLEC hereunder. During the term of this
       Agreement, SWBT will not discontinue any Resale services or features
       offered to CLEC hereunder except as provided in this Agreement. This
       Section is not intended to impair SWBT's ability to make changes in its
       Network, so long as such changes are consistent with the Act and do not
       result in the discontinuance of the offerings of Network Elements,
       Combinations, or Ancillary Functions made by SWBT to CLEC as set forth in
       and during the terms of this Agreement.

1.4    SWBT may fulfill the requirements imposed upon it by this Agreement by
       itself or may cause its Affiliates to take such actions to fulfill the
       responsibilities.
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1.5    This Agreement includes and incorporates herein the Attachments listed in
       Section 61 of this Agreement, and all accompanying Appendices, Addenda
       and Exhibits.

1.6    Unless otherwise provided in the Agreement, SWBT will perform all of its
       obligations concerning its offering of Resale services and unbundled
       Network Elements under this Agreement throughout the entire service area
       where SWBT is the incumbent local exchange carrier; provided, that SWBT's
       obligations to provide Ancillary Functions or to meet other requirements
       of the Act covered by this Agreement are not necessarily limited to such
       service areas.

2.0    EFFECTIVE DATE

2.1    Any CLEC that wants to accept this entire Agreement (after the Missouri
       Public Service Commission has issued an order finding that this Agreement
       satisfies the competitive checklist under 47 U. S. C. Section 271(c) and
       supporting SWBT's application for in-region intraLATA relief for the
       State of Missouri), shall notify SWBT in writing. Within 5 business days
       of such notification, SWBT shall present the CLEC with a signed
       Interconnection Agreement substantively identical to this Agreement.
       Within 5 business days of receipt of the SWBT signed Interconnection
       Agreement, the CLEC shall sign the Interconnection Agreement and file it
       with this Commission. The signed Interconnection Agreement between SWBT
       and the CLEC shall become effective by operation of law immediately upon
       filing with the Commission (the "Effective Date").

3.0    THIS SECTION INTENTIONALLY LEFT BLANK


4.0    TERM OF AGREEMENT

4.1     This Agreement will become effective as of the Effective Date stated
        above, and will expire March 6, 2002, unless the Federal Communications
        Commission (FCC) approves SWBT's application to provide in-region
        interLATA service in Missouri under 47 U.S.C. Section 271 by June 29,
        2001, in which event the terms of this Agreement will automatically be
        extended until March 6, 2005. In the event the FCC approves SWBT's
        application to provide in-region interLATA service in Missouri under 47
        U.S.C. Section 271 after June 29, 2001, but prior to March 6, 2002, SWBT
        shall have the option of extending the Agreement until March 6, 2005. In
        such event, SWBT will provide notice to the Commission and to CLEC,
        within five business days of FCC approval, of its agreement to extend
        the Agreement until March 6, 2005. If either party desires to negotiate
        a

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       successor agreement to this Agreement, such party must provide the other
       party with a written request to negotiate such successor agreement
       (Request to Negotiate) not later than 180 days prior to the expiration of
       this Agreement. A Request to Negotiate does not activate the negotiation
       timeframe set forth in this Agreement, nor does it shorten the life of
       this Agreement. The noticing Party will delineate the items desired to be
       negotiated. Not later than 30 days from receipt of said Notice to
       Negotiate, the receiving Party will notify the sending Party of
       additional items desired to be negotiated, if any. The Parties will begin
       negotiations not later than 135 days prior to expiration of this
       Agreement. If the FCC approves SWBT's application to provide in-region
       interLATA service in Missouri after June 29, 2001 and SWBT provides
       notice of its agreement under this Section to extend the Agreement until
       March 6, 2005 CLEC may withdraw its Request to Negotiate.

4.1.1  This Agreement will not go into effect until the Missouri Public Service
       Commission has issued an Order finding that this Agreement satisfies the
       competitive checklist under 47 U.S.C. Section 271(c) and supporting
       SWBT's application for in-region interLATA relief for the State of
       Missouri. SWBT's offering of this Agreement and all sections, attachments
       and offerings therein are expressly conditioned upon the Missouri Public
       Service Commission's support for SWBT's application for in-region
       interLATA relief for the State of Missouri. If the Missouri Public
       Service Commission does not support SWBT's application for in-region
       interLATA relief for the State of Missouri, then SWBT's offering of this
       Agreement and all sections, attachments and offerings therein is
       immediately withdrawn and this Agreement will not go into effect.

4.1.2  Should CLEC opt to incorporate any provision of another interconnection
       agreement into this Agreement pursuant to Section 252(i) of the Act, such
       incorporated provision shall expire on the date it would have expired
       under the interconnection agreement from which it was taken. Should CLEC
       opt to incorporate any provision of this Agreement into another
       interconnection agreement pursuant to Section 252(i) of the Act, the
       provision from this Agreement shall expire on the date provided in
       Section 4.1 above and shall not control the expiration date of the
       provisions of the other interconnection agreement.

4.2    If either party has served a Notice to Negotiate pursuant to paragraph
       4.1 above then, notwithstanding the expiration of the Agreement in
       accordance with paragraph 4.1 above, the terms, conditions, and prices of
       this Agreement will remain in effect for a maximum of 135 days after
       expiration of the Agreement for completion of said negotiations and any
       necessary arbitration. The Parties agree to resolve any impasse by
       submission of the disputed matters to the Missouri PSC for arbitration.
       Should the Missouri PSC decline jurisdiction, the Parties will resort to
       a commercial provider of arbitration services.

4.2.1  Pursuant to Sections 18.2 and 18.3, SWBT and CLEC agree not to challenge
       the lawfulness of any provision of this Agreement. In the event that one
       of the Parties to this Agreement nonetheless challenges the lawfulness of
       any provision of this Agreement in a

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       judicial, dispute resolution, or regulatory proceeding, then the other
       Party, at its option, may terminate this Agreement immediately. In such
       event, the Parties shall have a period not to exceed 135 days in which to
       negotiate, and 135 additional days to arbitrate any disputes for, a
       replacement interconnection agreement. However, should a non-party
       successfully challenge the lawfulness of any provision of this Agreement,
       SWBT and CLEC agree that, despite such challenge, the terms and
       conditions of this Agreement will continue to apply and be effective
       between SWBT and CLEC. Nothing in this Section 4.2.1 is intended to imply
       that pursuit of resolution of disputes concerning a Party's
       clarifications or interpretations of the provisions of this Agreement, as
       provided in Sections 18.2 and 18.3, is a challenge to the lawfulness of
       this Agreement.

4.3    Upon termination of this Agreement, CLEC's liability will be limited to
       payment of the amounts due for Network Elements, Combinations, Ancillary
       Functions and Resale Services provided up to and including the date of
       termination and thereafter as reasonably requested by CLEC to prevent
       service interruption, but not to exceed 135 days after the expiration of
       this agreement to allow for completion of negotiations, and any
       arbitration for, a successor agreement (such 135 day
       negotiation/arbitration period being in addition to the pre-expiration
       negotiation period of a minimum of 135 days, as provided for in Section
       4.1 above). The Network Elements, Combinations, Ancillary Functions and
       Resale services provided hereunder are vital to CLEC and must be
       continued without interruption. When CLEC provides or retains another
       vendor to provide such comparable Network Elements, Combinations,
       Ancillary Functions or Resale services, SWBT and CLEC agree to co-operate
       in an orderly and efficient transition to CLEC or another vendor. SWBT
       and CLEC further agree to coordinate the orderly transition to CLEC or
       another vendor such that the level and quality of the Network Elements,
       Combinations, Ancillary Functions and Resale Services is not degraded and
       each Party will exercise its best efforts to effect an orderly and
       efficient transition.

5.0    ASSIGNMENT

5.1    Neither Party hereto may assign or otherwise transfer its rights or
       obligations under this Agreement, except with the prior written consent
       of the other Party hereto, which consent will not be unreasonably
       withheld; provided, that SWBT may assign its rights and delegate its
       benefits and delegate its duties and obligations under this Agreement
       without the consent of CLEC to a 100 per cent owned affiliate of SWBT,
       provided the performance of any such assignee is guaranteed by the
       assignor. Nothing in this Section is intended to impair the right of
       either Party to utilize subcontractors.

5.2    Each Party will notify the other in writing not less than 60 days in
       advance of anticipated assignment.

6.0    CONFIDENTIALITY AND PROPRIETARY INFORMATION

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6.1    For the purposes of this Agreement, "Confidential Information" means
       confidential or proprietary technical or business information given by
       the Discloser to the Recipient. All information which is disclosed by one
       party to the other in connection with this Agreement, during negotiations
       and the term of this Agreement, will automatically be deemed proprietary
       to the Discloser and subject to this Agreement, unless otherwise
       confirmed in writing by the Discloser. In addition, by way of example and
       not limitation, all orders for Resale Services, Network Elements or
       Combinations placed by CLEC pursuant to this Agreement, and information
       that would constitute Customer Proprietary Network Information of CLEC's
       customers pursuant to the Act and the rules and regulations of the
       Federal Communications Commission (FCC), and Recorded Usage Data as
       described in Attachments 5 and 10 concerning Recorded Usage Data, whether
       disclosed by CLEC to SWBT or otherwise acquired by SWBT in the course of
       the performance of this Agreement, will be deemed Confidential
       Information of CLEC for all purposes under this Agreement.

6.2    For a period of five (5) years from the receipt of Confidential
       Information from the Discloser, except as otherwise specified in this
       Agreement, the Recipient agrees (a) to use it only for the purpose of
       performing under this Agreement, (b) to hold it in confidence and
       disclose it to no one other than its employees having a need to know for
       the purpose of performing under this Agreement, and (c) to safeguard it
       from unauthorized use or disclosure using at least the same degree of
       care with which the Recipient safeguards its own Confidential
       Information. If the Recipient wishes to disclose the Discloser's
       Confidential Information to a third-party agent or consultant, such
       disclosure must be agreed to in writing by the Discloser, and the agent
       or consultant must have executed a written agreement of nondisclosure and
       nonuse comparable in scope to the terms of this Section.

6.3    The Recipient may make copies of Confidential Information only as
       reasonably necessary to perform its obligations under this Agreement. All
       such copies will be subject to the same restrictions and protections as
       the original and will bear the same copyright and proprietary rights
       notices as are contained on the original.

6.4    The Recipient agrees to return all Confidential Information in tangible
       form received from the Discloser, including any copies made by the
       Recipient within thirty (30) days after a written request is delivered to
       the Recipient, or to destroy all such Confidential Information if
       directed to do so by Discloser except for Confidential Information that
       the Recipient reasonably requires to perform its obligations under this
       Agreement. If either Party loses or makes an unauthorized disclosure of
       the other Party's Confidential Information, it will notify such other
       party immediately and use reasonable efforts to retrieve the lost or
       wrongfully disclosed information.

6.5    The Recipient will have no obligation to safeguard Confidential
       Information: (a) which was in the possession of the Recipient free of
       restriction prior to its receipt from the

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       Discloser, (b) after it becomes publicly known or available through no
       breach of this Agreement by the Recipient; (c) after it is rightfully
       acquired by the Recipient free of restrictions on its disclosure; or (d)
       after it is independently developed by personnel of the Recipient to whom
       the Discloser's Confidential Information had not been previously
       disclosed. In addition, either Party will have the right to disclose
       Confidential Information to any mediator, arbitrator, state, or federal
       regulatory body, or a court in the conduct of any mediation, arbitration
       or approval of this Agreement, so long as, in the absence of an
       applicable protective order, the Discloser has been promptly notified by
       the Recipient and so long as the Recipient undertakes all lawful measures
       to avoid disclosing such information until Discloser has had reasonable
       time to negotiate a protective order with any such mediator, arbitrator,
       state or regulatory body or a court, and complies with any protective
       order that covers the Confidential Information.

6.6    The Parties acknowledge that an individual end user may simultaneously
       seek to become or be a customer of both Parties. Nothing in this
       Agreement is intended to limit the ability of either Party to use
       customer specific information lawfully obtained from end users or sources
       other than the Disclosing Party.

6.7    Each Party's obligations to safeguard Confidential Information disclosed
       prior to expiration or termination of this Agreement will survive such
       expiration or termination.

6.8    Except as otherwise expressly provided elsewhere in this Agreement, no
       license is hereby granted under any patent, trademark, or copyright, nor
       is any such license implied solely by virtue of the disclosure of any
       Confidential Information.

6.9    Each Party agrees that the Discloser may be irreparably injured by a
       disclosure in breach of this Agreement by the Recipient or its
       representatives and the Discloser will be entitled to seek equitable
       relief, including injunctive relief and specific performance, in the
       event of any breach or threatened breach of the confidentiality
       provisions of this Agreement. Such remedies will not be deemed to be the
       exclusive remedies for a breach of this Agreement, but will be in
       addition to all other remedies available at law or in equity.

7.0    LIABILITY AND INDEMNIFICATION

7.1    LIMITATION OF LIABILITIES

7.1.1  Except as specifically provided in Attachment 25 DSL-MO, the Parties'
       liability to each other during any Contract Year resulting from any and
       all causes, other than as specified below in Sections 7.3.1 and 7.3.6,
       following, and for willful or intentional misconduct (including gross
       negligence), will not exceed the total of any amounts due and owing to
       CLEC pursuant to Section 46 (Performance Criteria) and the Attachment
       referenced in that Section, plus the amounts charged to CLEC by SWBT
       under this Agreement during the Contract Year in which such cause accrues
       or arises. For purposes of this Section, the

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       first Contract Year commences on the first day this Agreement becomes
       effective and each subsequent Contract Year commences on the day
       following that anniversary date.

7.1.2  Except for losses alleged or made by an end user of either Party, or
       except as otherwise provided in specific appendices, in the case of any
       loss alleged or made by a third party arising under the negligence or
       willful misconduct of both Parties, each Party shall bear, and its
       obligation under this section shall be limited to, that portion (as
       mutually agreed to by the Parties) of the resulting expense caused by its
       own negligence or willful misconduct or that of its agents, servants,
       contractors, or others acting in aid or concert with it.

7.2    NO CONSEQUENTIAL DAMAGES

7.2.1  EXCEPT AS OTHERWISE PROVIDED IN ATTACHMENT 17, NEITHER CLEC NOR SWBT WILL
       BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL CONSEQUENTIAL,
       RELIANCE, OR SPECIAL DAMAGES SUFFERED BY SUCH OTHER PARTY (INCLUDING
       WITHOUT LIMITATION DAMAGES FOR HARM TO BUSINESS, LOST REVENUES, LOST
       SAVINGS, OR LOST PROFITS SUFFERED BY SUCH OTHER PARTIES), REGARDLESS OF
       THE FORM OF ACTION, WHETHER IN CONTRACT, WARRANTY, STRICT LIABILITY, OR
       TORT, INCLUDING WITHOUT LIMITATION, NEGLIGENCE OF ANY KIND WHETHER ACTIVE
       OR PASSIVE, AND REGARDLESS OF WHETHER THE PARTIES KNEW OF THE POSSIBILITY
       THAT SUCH DAMAGES COULD RESULT. EACH PARTY HEREBY RELEASES THE OTHER
       PARTY (AND SUCH OTHER PARTY'S SUBSIDIARIES AND AFFILIATES, AND THEIR
       RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS) FROM ANY SUCH
       CLAIM. NOTHING CONTAINED IN THIS SECTION WILL LIMIT SWBT'S OR CLEC'S
       LIABILITY TO THE OTHER FOR (i) WILLFUL OR INTENTIONAL MISCONDUCT
       (INCLUDING GROSS NEGLIGENCE); (ii) BODILY INJURY, DEATH, OR DAMAGE TO
       TANGIBLE REAL OR TANGIBLE PERSONAL PROPERTY PROXIMATELY CAUSED BY SWBT OR
       CLEC'S NEGLIGENT ACT OR OMISSION OR THAT OF THEIR RESPECTIVE AGENTS,
       SUBCONTRACTORS OR EMPLOYEES, NOR WILL ANYTHING CONTAINED IN THIS SECTION
       LIMIT THE PARTIES INDEMNIFICATION OBLIGATIONS, AS SPECIFIED BELOW.

7.3    OBLIGATION TO INDEMNIFY

7.3.1  Each Party will and hereby agrees to defend at the other's request,
       indemnify, and hold harmless the other Party and each of its officers,
       directors, employees, and agents (each, an Indemnitee) against and in
       respect of any loss, debt, liability, damage, obligation, claim, demand,
       judgment, or settlement of any nature or kind, known or unknown,
       liquidated or unliquidated, including without limitation all reasonable
       costs and expenses incurred (legal, account or otherwise) (collectively,
       Damages) arising out of, resulting

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       from, or based upon any pending or threatened claim, action, proceeding
       or suit by any third party (a Claim) (i) alleging any omissions, breach
       of any representation, warranty, or covenant made by such indemnifying
       Party (the Indemnifying Party) in this Agreement, (ii) based upon
       injuries or damages to any person or property or the environment arising
       out of or in connection with this Agreement that are the result of the
       Indemnifying Party's actions, breach of Applicable Law, or the actions,
       omissions or status of its employees, agents, and subcontractors.

7.3.1.1   In the case of any loss alleged or made by an end user of either
          Party, the Party whose end user alleged or made such loss
          (Indemnifying Party) shall defend and indemnify the other party
          (Indemnified Party) against any and all such claims or loss by its end
          users regardless of whether the underlying service was provided or
          unbundled element was provisioned by the Indemnified Party, unless the
          loss was caused by the gross negligence or intentional or willful
          misconduct or breach of applicable law of the other (Indemnified)
          Party.

7.3.2  CLEC acknowledges that its right under this Agreement to interconnect
       with SWBT's Missouri network and to unbundle and/or combine SWBT's
       network elements (including combining with CLEC's network elements) may
       be subject to or limited by Intellectual Property rights (including
       without limitation, patent, copyright, trade secret, trade mark, service
       mark, trade name and trade dress rights) and contract rights of third
       parties.

7.3.3  The Parties acknowledge that on April 27, 2000, the FCC released its
       Memorandum Opinion and Order in CC Docket No. 96-98 (File No. CCBPol.
       97-4), IN THE MATTER OF PETITION OF MCI FOR DECLARATORY RULING. Absent
       any stay, reconsideration or appeal, such Order will become effective
       thirty (30) days following the future publication of such Order in the
       Federal Register. The Parties further acknowledge and agree that by
       executing this Agreement, neither Party waives any of its rights,
       remedies, or arguments with respect to such decision and any remand
       thereof, including its right to seek legal review or a stay pending
       appeal of such decision.

7.3.3.1   When the Order referenced in Section 7.3.3 (or any reconsideration or
          appeal therefrom) is effective, SWBT agrees to use its best efforts to
          obtain for CLEC, under commercially reasonable terms, Intellectual
          Property rights to each unbundled network element necessary for CLEC
          to use such unbundled network element in the same manner as SWBT.

7.3.3.2   SWBT shall have no obligation to attempt to obtain for CLEC any
          Intellectual Property right(s) that would permit CLEC to use any
          unbundled network element in a different manner than used by SWBT.

7.3.3.3   When the Order referenced in Section 7.3.3 (or any reconsideration or
          appeal therefrom) is effective, to the extent not prohibited by a
          contract with the vendor
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          of the network element sought by CLEC that contains Intellectual
          Property licenses, SWBT shall reveal to CLEC the name of the vendor,
          the Intellectual Property rights licensed to SWBT under the vendor
          contract and the terms of the contract (excluding cost terms). SWBT
          shall, at CLEC's request, contact the vendor to attempt to obtain
          permission to reveal additional contract details to CLEC.

7.3.4  SWBT hereby conveys no licenses to use such Intellectual Property rights
       and makes no warranties, express or implied, concerning CLEC's (or any
       third party's) rights with respect to such Intellectual Property rights
       and contract rights, including whether such rights will be violated by
       such interconnection or unbundling and/or combining of network elements
       (including combining with CLEC's network elements) in SWBT's network or
       CLEC's use of other functions, facilities, products or services furnished
       under this Agreement. Any licenses or warranties for Intellectual
       Property rights associated with unbundled network elements are vendor
       licenses and warranties and are a part of the Intellectual Property
       rights SWBT agrees in Section 7.3.3.1 to use its best efforts to obtain.

7.3.5  SWBT does not and shall not indemnify, defend or hold CLEC harmless, nor
       be responsible for indemnifying or defending, or holding CLEC harmless,
       for any Claims or Damages for actual or alleged infringement of any
       Intellectual Property right or interference with or violation of any
       contract right that arises out of, is caused by, or relates to CLEC's
       interconnection with SWBT's network and unbundling and/or combining
       SWBT's network elements (including combining with CLEC's network
       elements) or CLEC's use of other functions, facilities, products or
       services furnished under this Agreement. Any indemnities for Intellectual
       Property rights associated with unbundled network elements shall be
       vendor's indemnities and are a part of the Intellectual Property rights
       SWBT agrees in Section 7.3.3.1 to use its best efforts to obtain.

7.3.6  CLEC hereby agrees to release, indemnify and hold SWBT harmless from and
       against all Damages arising out of, caused by, or relating to any Claim
       that CLEC's interconnection with SWBT's network, or CLEC's use of SWBT's
       network elements, or unbundling and/or combining of SWBT's network
       elements (including combining with CLEC's network elements) or CLEC's use
       of other functions, facilities, products or services furnished under this
       Agreement violates or infringes upon any third party Intellectual
       Property rights or constitutes a breach of contract rights of third
       parties.

7.3.7  All costs associated with the extension of Intellectual Property rights
       to CLEC pursuant to Section 7.3.3.1, including the cost of the license
       extension itself and the costs associated with the effort to obtain the
       license, shall be a part of the cost of providing the unbundled network
       element to which the Intellectual Property rights relate and apportioned
       to all requesting carriers using that unbundled network element including
       SWBT.

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7.4    OBLIGATION TO DEFEND; NOTICE; COOPERATION

7.4.1  Whenever a Claim will arise for indemnification under this Section, the
       relevant Indemnitee, as appropriate, will promptly notify the
       Indemnifying party and request the Indemnifying Party to defend the same.
       Failure to so notify the Indemnifying Party will not relieve the
       Indemnifying Party of any liability that the Indemnifying Party might
       have, except to the extent that such failure prejudices the Indemnifying
       Party's ability to defend such Claim. The Indemnifying Party will have
       the right to defend against such liability or assertion in which event
       the Indemnifying Party will give written notice to the Indemnitee of
       acceptance of the defense of such Claim and the identity of counsel
       selected by the Indemnifying Party. Except as set forth below, such
       notice to the relevant Indemnitee will give the Indemnifying Party full
       authority to defend, adjust, compromise, or settle such Claim with
       respect to which such notice will have been given, except to the extent
       that any compromise or settlement might prejudice the Intellectual
       Property Rights of the relevant Indemnities. The Indemnifying Party will
       consult with the relevant Indemnitee prior to any compromise or
       settlement that would affect the Intellectual Property Rights or other
       rights of any Indemnitee, and the relevant Indemnitee will have the right
       to refuse such compromise or settlement and, at the refusing Party's or
       refusing Party's cost, to take over such defense, provided that in such
       event the Indemnifying Party will not be responsible for, nor will it be
       obligated to indemnify the relevant Indemnitee against any cost or
       liability in excess of such refused compromise or settlement. With
       respect to any defense accepted by the Indemnifying Party, the relevant
       Indemnitee will be entitled to participate with the Indemnifying Party in
       such defense if the Claim requests equitable relief or other relief that
       could affect the rights of the Indemnitee and also will be entitled to
       employ separate counsel for such defense at such Indemnitee's expense. In
       the event the Indemnifying Party does not accept the defense of any
       indemnified Claim as provided above, the relevant Indemnitee will have
       the right to employ counsel for such defense at the expense of the
       Indemnifying Party. Each Party agrees to cooperate and to cause its
       employees and agents to cooperate with the other Party in the defense of
       any such Claim.

7.5    OSHA STATEMENT

7.5.1  CLEC, in recognition of SWBT's status as an employer, agrees to abide by
       and to undertake the duty of compliance on behalf of SWBT with all
       federal, state and local laws, safety and health regulations relating to
       CLEC's activities concerning Collocated Space, and to indemnify and hold
       SWBT harmless for any judgments, citations, fines, or other penalties
       which are assessed against SWBT as the result solely of CLEC's failure to
       comply with any of the foregoing. SWBT, in its status as an employer,
       will comply with all federal, state and local laws, safety and health
       standards and regulations with respect to all other portions of the
       Premises, and agrees to indemnify and hold CLEC harmless for any
       judgments, citations, fines or other penalties which are assessed against
       CLEC as a result solely of SWBT's failure to comply with any of the
       foregoing.

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8.0    PAYMENT OF RATES AND CHARGES

8.1    Except as otherwise specifically provided elsewhere in this Agreement,
       the Parties will pay all rates and charges due and owing under this
       Agreement within thirty (30) days of receipt of an invoice. Except as
       otherwise specifically provided in this Agreement interest on overdue
       invoices will apply at the six (6) month Commercial Paper Rate applicable
       on the first business day of each calendar year.

8.2    If CLEC fails to remit payment for any charges for services by the Bill
       Due Date, or if a payment or any portion of a payment is received from
       CLEC after the Bill Due Date, or if a payment or any portion of a payment
       is received in funds which are not immediately available to SWBT as of
       the Bill Due Date (individually and collectively, "Past Due"), then a
       late payment charge shall be assessed as provided in Sections 8.2.1
       through 8.2.2, as applicable.

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

8.2.2  If any charge incurred under this Agreement that is billed out of SWBT's
       CRIS system is Past Due, the unpaid amounts shall bear interest from the
       Bill Due Date until paid. The interest rate applied to SWBT CRIS-billed
       Past Due unpaid amounts shall be the lesser of (i) the rate used to
       compute the Late Payment Charge contained in the SWBT General Exchange
       tariff for business End Users in Missouri or (ii) the highest rate of
       interest that may be charged under Applicable Law, compounded daily from
       the Bill Due Date to and including the date that the payment is actually
       made and available.

9.0    DISPUTE RESOLUTION

9.1    FINALITY OF DISPUTES

9.1.1  Except as otherwise specifically provided in this Agreement, no claims
       will be brought for disputes arising from this Agreement more than 24
       months from the date the occurrence which gives rise to the dispute is
       discovered or reasonably should have been discovered with the exercise of
       due care and attention.

9.2    ALTERNATIVE TO LITIGATION

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9.2.1  The Parties desire to resolve disputes arising out of this Agreement
       without litigation. Accordingly, except for action seeking a temporary
       restraining order or an injunction related to the purposes of this
       Agreement, or suit to compel compliance with this Dispute Resolution
       process, the Parties agree to use the following Dispute Resolution
       procedure with respect to any controversy or claim arising out of or
       relating to this Agreement or its breach.

9.3    INFORMAL RESOLUTION OF DISPUTES

9.3.1  In the case of any dispute and at the written request of a Party, each
       Party will appoint a knowledgeable, responsible representative to meet
       and negotiate in good faith to resolve any dispute arising under this
       Agreement. The location, form, frequency, duration, and conclusion of
       these discussions will be left to the discretion of the representatives.
       Upon agreement, the representatives may utilize other alternative
       informal dispute resolution procedures such as mediation to assist in the
       negotiations. Discussions and the correspondence among the
       representatives for purposes of settlement are exempt from discovery and
       production and will not be admissible in the arbitration described below
       or in any lawsuit without the concurrence of both parties. Documents
       identified in or provided with such communications, which are not
       prepared for purposes of the negotiations, are not so exempted and, if
       otherwise admissible, may be admitted in evidence in the arbitration or
       lawsuit.

9.3.2  Request for Expedited Resolution

       When a dispute affects the ability of a party to provide uninterrupted
       service or hinders the provisioning of any service, functionality or
       network element, the party may file a complaint to initiate an expedited
       informal dispute resolution proceeding. This process applies to the
       following types of issues: establishment of service, service
       interruption, service outage or disconnection. This process is not
       intended to address complex business problems that do not preclude a CLEC
       from providing service, such as billing accuracy. This process is in
       addition to any other dispute resolution process or procedure that exists
       under the rules and regulations of the Commission. The parties agree to
       recommend that the Commission appoint Commission Staff to the case to
       proceed on an expedited bases.

       Any complaint filed pursuant to this procedure must include the following
       information:

       a)      the specific circumstances that make the dispute eligible for the
          expedited dispute resolution process;
       b)      a description of the particular service-affecting issue giving
          rise to the complaint;
       c)      a description of the parties' efforts to resolve the disputed
          issue;
       d)      A list of cross-references to the area or areas of the M2A
          applicable to the issue in dispute as applicable; and

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       e)      Any proposed resolution of the dispute.

       The respondent shall file a response to the complaint within five
       business days after the filing of the complaint. The respondent shall
       serve a copy of the response on the complainant by hand-delivery or
       facsimile on the same day as it is filed with the Commission.

       The parties agree to meet with the appointed Commission Staff within 10
       business days, but no sooner than 5 business days, of the date the
       response is filed. The parties agree that Commission Staff has authority
       to oversee the discussion between the parties and may act in the capacity
       of the mediator.

       If a party believes that a more formal proceeding is necessary, the party
       may file a Complaint to proceed according to the rules and regulations
       governing administrative procedure by the Commission and the parties
       agree to jointly recommend expedited handling of the complaint.

9.4    BILLING DISPUTES

9.4.1  The Parties agree that with respect to matters that are purely unresolved
       billing disputes, all bills, including bills disputed in whole or in
       part, are to be paid when due, that interest applies to all overdue
       invoices as set forth in Section 8 to this Agreement, and that no other
       late payment fee or charge applies to overdue invoices. The Parties
       further agree that if any billing dispute is resolved in favor of the
       disputing Party the disputing Party will receive, by crediting or
       otherwise, interest applied to the disputed amount as set forth in
       Section 8.

9.4.2  To the extent that any other portions of this Agreement provide for a
       bill closure process between the parties, or if such a process is
       mutually agreed to by the Parties, the procedures involved in such
       processes will not be deemed to place a particular billing item in
       dispute for purposes of this Section.

9.4.3  Each Party agrees to notify the other Party of a billing dispute and may
       invoke the informal dispute resolution process described in Section 9.2.
       The parties will endeavor to resolve the dispute within thirty (30)
       calendar days of the Bill Date on which such disputed charges appear, or,
       if the charges have been subject to the bill closure process described in
       Section 9.4.2, above, within thirty (30) calendar days of the closure of
       the billing period covered by such bill closure process.

9.5    FORMAL RESOLUTION OF DISPUTES

9.5.1  Except as otherwise specifically set forth in this Agreement, for all
       disputes arising out of or pertaining to this Agreement, including but
       not limited to matters not specifically

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       addressed elsewhere in this Agreement which require clarification,
       renegotiation, modifications or additions to this Agreement, either party
       may invoke dispute resolution procedures available pursuant to the
       dispute resolution rules, as amended from time to time, of the Public
       Service Commission of Missouri. Also, upon mutual agreement, the parties
       may seek commercial binding arbitration as specified in Section 9.6.

9.5.2  The Parties agree that the Dispute Resolution procedures set forth in
       this Agreement are not intended to conflict with applicable requirements
       of the Act or the state commission with regard to procedures for the
       resolution of disputes arising out of this Agreement.

9.6    ARBITRATION

9.6.1  When both parties agree to binding arbitration, disputes will be
       submitted to a single arbitrator pursuant to the Commercial Arbitration
       Rules of the American Arbitration Association or pursuant to such other
       provider of arbitration services or rules as the Parties may agree. The
       place where each separate arbitration will be held will alternate between
       Dallas, Texas, and St. Louis, Missouri, unless the Parties agree
       otherwise. The arbitration hearing will be requested to commence within
       60 days of the demand for arbitration. The arbitrator will control the
       scheduling so as to process the matter expeditiously. The Parties may
       submit written briefs upon a schedule determined by the arbitrator. The
       Parties will request that the arbitrator rule on the dispute by issuing a
       written opinion within 30 days after the close of hearings. The
       arbitrator has no authority to order punitive or consequential damages.
       The times specified in this Section may be extended or shortened upon
       mutual agreement of the Parties or by the arbitrator upon a showing of
       good cause. Each Party will bear its own costs of these procedures. The
       Parties will equally split the fees of the arbitration and the
       arbitrator. Judgment upon the award rendered by the arbitrator may be
       entered in any court having jurisdiction.

10.0   TERMINATION OF SERVICE TO CLEC

10.1   Failure of CLEC to pay charges may be grounds for termination of this
       Agreement. If CLEC fails to pay when due, any and all charges billed to
       them under this Agreement, (Unpaid Charges), and any portion of such
       charges remain unpaid more than fifteen (15) calendar days after the due
       date of such Unpaid Charges, SWBT will notify CLEC in writing that in
       order to avoid having service disconnected, CLEC must remit all Unpaid
       Charges, whether disputed or undisputed, to SWBT within fifteen (15)
       calendar days after receipt of said notice. Disputes hereunder will be
       resolved in accordance with the Dispute Resolution Procedures set out in
       Section 9 of this Agreement.

10.2   If any CLEC charges remain unpaid at the conclusion of the time period as
       set forth in Section 10.1 above (30 calendar days from the due date of
       such unpaid charges), SWBT will notify CLEC, the appropriate
       commission(s) and the end user's IXC(s) of Record in writing, that unless
       all charges are paid within fifteen (15) calendar days, CLEC's service

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       will be disconnected and CLEC's resale end users may be switched to SWBT
       local service. SWBT will also suspend order acceptance at this time.

10.3   If any CLEC charges remain unpaid or undisputed thirty (30) calendar days
       past the due date of the unpaid charges as described in Section 10.2
       above, CLEC will, at its sole expense, notify its end users, the
       Commission and the end user's IXC of Record that their service may be
       disconnected for CLEC failure to pay unpaid charges, and that its end
       users must select a new local service provider within fifteen (15)
       calendar days. The notice will also advise the resale end user that SWBT
       will assume the resale end user's account at the end of the fifteen (15)
       calendar day period should the resale end user fail to select a new local
       service provider.

10.4   If any CLEC charges remain unpaid or undisputed forty-five (45) calendar
       days past the due date, SWBT will disconnect CLEC and transfer all CLEC's
       resale end users who have not selected another local service provider
       directly to SWBT's service. These resale end users will receive the same
       services provided through CLEC at the time of transfer. SWBT will inform
       the Commission and the end user's IXC(s) of Record of the names of all
       end users transferred through this process. Applicable service
       establishment charges for switching end users from CLEC to SWBT will be
       assessed to CLEC.

10.5   Within five (5) calendar days of the transfer (50 calendar days past
       CLEC's due date), SWBT will notify all transferred end users that because
       of a CLEC's failure to pay, their service is now being provided by SWBT.
       SWBT will also notify the transferred end user that they have thirty (30)
       calendar days to select a local service provider. If the transferred end
       user does not select an LSP within 30 calendar days, the customer's
       service will be terminated.

10.6   SWBT may discontinue service to CLEC upon failure to pay undisputed
       charges as provided in this section, and will have no liability to CLEC
       in the event of such disconnection.

10.7   After disconnect procedures have begun, SWBT will not accept service
       orders from CLEC until all unpaid charges are paid. SWBT will have the
       right to require a deposit equal to one month's charges (based on the
       highest previous month of service from SWBT) prior to resuming service to
       CLEC after disconnect for nonpayment.

10.8   Beyond the specifically set out limitations in this section, nothing
       herein will be interpreted to obligate SWBT to continue to provide
       service to any such end users or to limit any and all disconnection
       rights SWBT may have with regard to such end users.

11.0   NOTICES

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11.1   In the event any notices are required to be sent under the terms of this
       Agreement, they may be sent by mail and are deemed to have been given on
       the date received. Notice may also be effected by personal delivery or by
       overnight courier, and will be effective upon receipt. Notice may also be
       provided by facsimile, which will be effective on the next business day
       following the date of transmission; provided, however, notices to a
       Party's 24-hour maintenance contact number will be by telephone and/or
       facsimile and will be deemed to have been received on the date
       transmitted. The Parties will provide the appropriate telephone and
       facsimile numbers to each other. Unless otherwise specifically provided
       in this Agreement, notice will be directed as follows:

11.2   If to CLEC:

              Gregory C. Lawhon, General Counsel
              Birch Telecom of Missouri, Inc.
              2020 Baltimore Avenue
              Kansas City, MO 64108


11.3   If to SWBT:

              Contract Management
              ATTN:  Notices Manager
              Four Bell Plaza, 9th Flr.
              311 S. Akard St.
              Dallas, TX 75202-5398

       Either Party may unilaterally change its designated representative and/or
       address, telephone contact number or facsimile number for the receipt of
       notices by giving seven (7) days' prior written notice to the other Party
       in compliance with this Section. Any notice or other communication will
       be deemed given when received.

12.0   TAXES

12.1   With respect to any purchase of service under this Agreement, if any
       Federal, state or local government tax, fee, surcharge, or other tax-like
       charge (a "Tax") is required or permitted by applicable law, ordinance or
       tariff to be collected from a purchasing Party by the providing Party,
       then (i) the providing Party will bill, as a separately stated item, the
       purchasing Party for such Tax, (ii) the purchasing Party will timely
       remit such Tax to the providing Party, and (iii) the providing Party will
       remit such collected Tax to the applicable taxing authority.

12.2   If the providing Party does not collect a Tax because the purchasing
       Party asserts that it is not responsible for the tax, or is otherwise
       excepted from the obligation which is later

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       determined by formal action to be wrong then, as between the providing
       Party and the purchasing Party, the purchasing Party will be liable for
       such uncollected Tax and any interest due and/or penalty assessed on the
       uncollected Tax by the applicable taxing authority or governmental
       entity.

12.3   If either Party is audited by a taxing authority or other governmental
       entity the other Party agrees to reasonably cooperate with the Party
       being audited in order to respond to any audit inquiries in a proper and
       timely manner so that the audit and/or any resulting controversy may be
       resolved expeditiously.

12.4   If applicable law excludes or exempts a purchase of services under this
       Agreement from a Tax, and if such applicable law also provides an
       exemption procedure, such as an exemption certificate requirement, then,
       if the purchasing Party complies with such procedure, the providing
       Party, subject to Section 12.2, will not collect such Tax during the
       effective period of the exemption. Such exemption will be effective upon
       receipt of the exemption certificate or affidavit in accordance with
       Section 12.7.

12.5   If applicable law excludes or exempts a purchase of services under this
       Agreement from a Tax, but does not also provide an exemption procedure,
       then the providing Party will not collect such Tax if the purchasing
       Party (i) furnishes the providing Party with a letter signed by an
       officer of the purchasing Party claiming an exemption and identifying the
       applicable law which allows such exemption, and (ii) supplies the
       providing Party with an indemnification agreement, reasonably acceptable
       to the providing Party, which holds the providing Party harmless on an
       after-tax basis with respect to forbearing to collect such Tax.

12.6   With respect to any Tax or Tax controversy covered by this Section 12,
       the purchasing Party will be entitled to contest, pursuant to applicable
       law, and at its own expense, any Tax that it is ultimately obligated to
       pay. The purchasing Party will be entitled to the benefit of any refund
       or recovery resulting from such a contest. The providing Party will
       cooperate in any such contest.

12.7   All notices, affidavits, exemption certificates or other communications
       required or permitted to be given by either Party to the other under this
       Section 12, will be made in writing and will be delivered by certified
       mail, and sent to the addresses stated in Section 11 and to the
       following:

       To SWBT:

            Director-Taxes
            1010 N. St. Mary's, Room 11-X-1
            San Antonio, TX  78215

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       To CLEC:

            Stephen Spohrer
            Birch Telecom of Missouri, Inc.
            2020 Baltimore Avenue
            Kansas City, MO  64108

       Either Party may from time-to-time designate another address or addressee
       by giving notice in accordance with the terms of this Section 12.7.

       Any notice or other communication will be deemed to be given when
       received.

13.0   FORCE MAJEURE

       Except as otherwise specifically provided in this Agreement, neither
       Party will be liable for any delay or failure in performance of any part
       of this Agreement caused by a Force Majeure condition, including acts of
       the United States of America or any state, territory, or political
       subdivision thereof, acts of God or a public enemy, fires, floods, labor
       disputes such as strikes and lockouts, freight embargoes, earthquakes,
       volcanic actions, wars, civil disturbances, cable cuts, or other causes
       beyond the reasonable control of the Party claiming excusable delay or
       other failure to perform. Provided, Force Majeure will not include acts
       of any Governmental Authority relating to environmental, health, or
       safety conditions at work locations. If any Force Majeure condition
       occurs the Party whose performance fails or is delayed because of such
       Force Majeure conditions will give prompt notice to the other Party, and
       upon cessation of such Force Majeure condition, will give like notice and
       commence performance hereunder as promptly as reasonably practicable.

14.0   PUBLICITY

14.1   The Parties agree not to use in any advertising or sales promotion, press
       releases or other publicity matters, any endorsements, direct or indirect
       quotes or pictures implying endorsement by the other Party or any of its
       employees without such Party's prior written approval. The Parties will
       submit to each other for written approval, prior to publication, all such
       publicity endorsement matters that mention or display the other's name
       and/or marks or contain language from which a connection to said name
       and/or marks may be inferred or implied.

14.2   Neither Party will offer any services using the trademarks, service
       marks, trade names, brand names, logos, insignia, symbols or decorative
       designs of the other Party or its affiliates without the other Party's
       written authorization.

15.0   NETWORK MAINTENANCE AND MANAGEMENT

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15.1   The Parties will work cooperatively to implement this Agreement. The
       Parties will exchange appropriate information (e.g., maintenance contact
       numbers, network information, information required to comply with law
       enforcement and other security agencies of the Government, etc.) to
       achieve this desired reliability.

15.2   Each Party will provide a 24-hour contact number for Network Traffic
       Management issues to the other's surveillance management center. A
       facsimile (FAX) number must also be provided to facilitate event
       notifications for planned mass calling events. Additionally, both Parties
       agree that they will work cooperatively to ensure that all such events
       will attempt to be conducted in such a manner as to avoid disruption or
       loss of service to other end users. Each party will maintain the
       capability of respectively implementing basic protective controls such as
       "Cancel To" or "Call Gap."

15.3   Neither Party will use any service provided under this Agreement in a
       manner that impairs the quality of service to other carriers or to either
       Party's subscribers. Either Party will provide the other Party notice of
       said impairment at the earliest practicable time.

16.0   LAW ENFORCEMENT AND CIVIL PROCESS

16.1   INTERCEPT DEVICES

16.1.1 Local and federal law enforcement agencies periodically request
       information or assistance from local telephone service providers. When
       either Party receives a request associated with a customer of the other
       Party, the receiving Party will refer such request to the appropriate
       Party, unless the request directs the receiving Party to attach a pen
       register, trap-and-trace or form of intercept on the Party's own
       facilities, in which case that Party will comply with any valid request,
       to the extent the receiving party is able to do so; if such compliance
       requires the assistance of the other Party such assistance will be
       provided.

16.2   SUBPOENAS

16.2.1 If a Party receives a subpoena for information concerning an end user the
       Party knows to be an end user of the other Party, the receiving Party
       will refer the subpoena to the requesting entity with an indication that
       the other Party is the responsible company. Provided, however, if the
       subpoena requests records for a period of time during which the receiving
       Party was the end user's service provider, the receiving Party will
       respond to any valid request to the extent the receiving party is able to
       do so; if response requires the assistance of the other party such
       assistance will be provided.

16.3   LAW ENFORCEMENT EMERGENCIES

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16.3.1 If a Party receives a request from a law enforcement agency to implement
       at its switch a temporary number change, temporary disconnect, or one-way
       denial of outbound calls for an end user of the other Party, the
       receiving Party will comply so long as it is a valid emergency request.
       Neither Party will be held liable for any claims or damages arising from
       compliance with such requests, and the Party serving the end user agrees
       to indemnify and hold the other Party harmless against any and all such
       claims.

17.0   CHANGES IN SUBSCRIBER CARRIER SELECTION

17.1   With respect to Resale services and unbundled Network Elements provided
       to end users, each Party must obtain end user authorization prior to
       requesting a change in the end users' provider of local exchange service
       (including ordering end user specific Network Elements) and must retain
       such authorizations for twelve (12) months. The authorization must
       conform with federal rules regarding changes of presubscribed
       interexchange carriers until such time as there are federal or state
       rules applicable to changes of local exchange service providers.
       Thereafter, the authorization must comply with each such rule. The Party
       submitting the change request assumes responsibility for applicable
       charges as specified in Section 258(b) of the Telecommunications Act of
       1996.

17.2   Only an end user can initiate a challenge to a change in its local
       exchange service provider. In connection with such challenges each Party
       will follow procedures which conform with federal rules regarding
       challenges to changes of presubscribed interexchange carriers until such
       time as there are federal or state rules applicable to challenges to
       changes of Local Exchange Service Providers. Thereafter, the procedures
       each Party will follow concerning challenges to changes of local exchange
       service providers will comply with such rule. If an end user notified
       SWBT or CLEC that the end user requests local exchange service, the Party
       receiving such request shall be free to immediately provide service to
       such end user. SWBT shall be free to connect the end user to any local
       service provider based upon the local service provider's request and
       assurance that proper end user authorization has been obtained. CLEC
       shall make authorization available to SWBT upon request and at no charge.

17.3   When an end user changes or withdraws authorization, each Party will
       release customer specific facilities in accordance with the end user
       customer's directions, or the directions of the end user's agent.
       Further, when an end user abandons the premise, SWBT is free to reclaim
       the facilities for use by another customer and is free to issue service
       orders required to reclaim such facilities.

17.4   Neither Party shall be obligated by this Agreement to investigate any
       allegations of unauthorized changes in local exchange service
       ("slamming") on behalf of the other Party or a third party. If SWBT, on
       behalf of CLEC, agrees to investigate an alleged incidence

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       of slamming, SWBT shall charge CLEC a cost-based or mutually agreed
       investigation fee.

18.0   AMENDMENTS OR WAIVERS

18.1   Except as otherwise provided in this Agreement, no amendment or waiver of
       any provision of this Agreement and no consent to any default under this
       Agreement will be effective unless the same is in writing and signed by
       an officer of the Party against whom such amendment, waiver or consent is
       claimed. In addition, no course of dealing or failure of a Party strictly
       to enforce any term, right or condition of this Agreement will be
       construed as a waiver of such term, right, or condition.

18.2   Pursuant to Attachment 6, Section 14.8, and for the time periods
       specified in Attachment 6, Section 14, SWBT expressly waives its right to
       assert that it need not provide pursuant to the "necessary and impair"
       standard of FTA Section 251(d)(2) a network element set forth in
       Attachment 6, Unbundled Network Elements, Sections 3-11 and/or its rights
       with regard to the combination of any such network elements that are not
       already assembled pursuant to the provisions in Attachment 6, Section 14.
       By entering into this Agreement to obtain the benefits set forth herein
       in whole or in part, SWBT expressly waives its right to challenge the
       terms of this Agreement in any judicial, dispute resolution or regulatory
       proceeding, except that SWBT expressly reserves the right to seek
       clarification or interpretation of the terms of this Agreement through
       the dispute resolution process established by the Commission or challenge
       in any judicial, dispute resolution or regulatory proceeding the
       interpretation of this agreement or any agreement containing the same or
       substantively similar language to this Agreement; such right to seek
       clarification or interpretation or challenge the interpretation also
       includes the right to appeal the final judicial, dispute resolution or
       regulatory decision and to continue to pursue pending appeals. When any
       final decision is rendered by the appellate court, the affected contract
       provision shall be revised to reflect the result of such appeal except
       those relating to the prices and other terms and conditions at issue in
       SWBT vs. Missouri Public Service Commission, et al., Case Nos. 99-3833
       and 99-3908 in the United States Court of Appeals for the 8th Circuit.
       Any dispute between the Parties regarding the manner in which this
       Agreement should be modified to reflect the affect of the appellate court
       decision shall be resolved by the Commission. SWBT also expressly
       reserves the right to contest any order or decision requiring the payment
       of reciprocal compensation for ISP traffic, including the right to seek
       refunds or to implement an alternate approach to such reciprocal
       compensation pursuant to regulatory or judicial approval. Except as
       provided in this section, SWBT reserves the right to pursue pending
       appeals and to appeal any other state or federal regulatory decision,
       but, absent a stay or reversal, will comply with any such final decision.
       Nothing in this Agreement limits SWBT's right or ability to participate
       in any proceedings regarding the proper interpretation and/or application
       of the FTA.

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18.3   By entering into this Agreement to obtain the benefits set forth herein
       in whole or in part, CLEC expressly waives its right to challenge the
       terms of this Agreement in any judicial, dispute resolution or regulatory
       proceeding, except that CLEC expressly reserves the right to seek
       clarification or interpretation of the terms of this Agreement through
       the dispute resolution process established by the Commission or challenge
       in any judicial, dispute resolution or regulatory proceeding the
       interpretation of this agreement or any agreement containing the same or
       substantially similar language to this agreement; such right to seek
       clarification or interpretation or challenge the interpretation also
       includes the right to appeal the final judicial, dispute resolution or
       regulatory decision and to continue to pursue pending appeals. When a
       final decision is rendered by the appellate court, the affected contract
       provision shall be revised to reflect the result of such appeal. Any
       dispute between the Parties regarding the manner in which this Agreement
       should be modified to reflect the effect of the appellate court decision
       shall be resolved by the Commission. CLEC expressly reserves the right to
       contest any order or decision requiring the payment of reciprocal
       compensation for ISP traffic, including the right to seek refunds or to
       implement an alternate approach to such reciprocal compensation pursuant
       to regulatory or judicial approval. Except as provided in this section,
       CLEC reserves the right to pursue pending appeals and to appeal any other
       state or federal regulatory decision, but, absent a stay or reversal,
       will comply with any such final decision. Nothing in this Agreement
       limits CLEC's right or ability to participate in any proceedings
       regarding the proper interpretation and/or application of the FTA.

18.4   This agreement is entered into as a result of the Missouri Public Service
       Commission's Order in Case No. TO-99-227, reviewing SWBT's compliance
       with Section 271 of the Federal Telecommunications Act of 1996, and
       incorporates some of the results of arbitrations by the Commission. In
       the event that any of the rates, terms and/or conditions herein, or any
       of the laws or regulations that were the basis or rationale for such
       rates, terms and/or conditions in the Agreement, are invalidated,
       modified or stayed by any action of any state or federal regulatory or
       legislative bodies or courts of competent jurisdiction, including but not
       limited to any decision by the Eighth Circuit relating to any of the
       costing/pricing rules adopted by the FCC in its First Report and Order,
       IN RE: IMPLEMENTATION OF THE LOCAL COMPETITION PROVISIONS IN THE
       TELECOMMUNICATIONS ACT OF 1996, 11 FCC Rcd 15499 (1996)(e.g., Section
       51.501, et seq.), upon review and remand from the United States Supreme
       Court, in AT&T CORP. V. IOWA UTILITIES BD., 119 S. Ct. 721 (1999) or
       AMERITECH V. FCC, No. 98-1381, 1999 WL 116994, 1999 Lexis 3671 (June 1,
       1999), the affected provision shall be immediately invalidated, modified,
       or stayed, consistent with the action of the legislative body, court, or
       regulatory agency upon the written request of either Party. In such
       event, the Parties shall expend diligent efforts to arrive at an
       agreement regarding the appropriate conforming modifications to the
       Agreement. If negotiations fail, disputes between the Parties concerning
       the interpretation of the actions required or provisions affected by such
       governmental actions shall be resolved pursuant to the dispute resolution
       process provided for in this Agreement. The Parties acknowledge and agree
       that by executing this Agreement, neither Party waives

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        any of its rights, remedies, or arguments with respect to such decisions
        and any remand thereof, including its right to seek legal review or a
        stay pending appeal of such decisions or its rights under this
        Intervening Law paragraph. Nothing herein is intended to modify the
        rights and obligations contained in Attachment 6, Sections 14.3.2;
        14.4.2; 14.8 and Section 18.2 of these General Terms and Conditions. The
        Parties agree that any rates contained in Attachment 6, Unbundled
        Network Elements which are invalidated, modified or stayed or otherwise
        affected by such governmental action will remain unaffected during the
        time periods referenced in Attachment 6, Sections 14.3.2 and 14.4.2,
        respectively, but will become interim, subject to true up retroactive to
        the dates specified as the "beginning as of" date in each of the
        referenced Sections.

19.0   AUTHORITY

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

20.0   BINDING EFFECT

20.1   This Agreement will be binding on and inure to the benefit of the
       respective successors and permitted assigns of the Parties.

21.0   CONSENT

21.1   Where consent, approval, or mutual agreement is required of a Party, it
       will not be unreasonably withheld or delayed.

22.0   EXPENSES

22.1   Except as specifically set out in this Agreement, each party will be
       solely responsible for its own expenses involved in all activities
       related to the subject of this Agreement.

23.0   HEADINGS

23.1   The headings in this Agreement are inserted for convenience and
       identification only and will not be considered in the interpretation of
       this Agreement.

24.0   RELATIONSHIP OF PARTIES

24.1   This Agreement will not establish, be interpreted as establishing, or be
       used by either party to establish or to represent their relationship as
       any form of agency, partnership or joint venture. Neither Party will have
       any authority to bind the other or to act as an agent for the other
       unless written authority, separate from this Agreement, is provided.
       Nothing in the Agreement will be construed as providing for the sharing
       of profits or losses arising

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       out of the efforts of either or both of the Parties. Nothing herein will
       be construed as making either Party responsible or liable for the
       obligations and undertakings of the other Party.

25.0   CONFLICT OF INTEREST

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

26.0   MULTIPLE COUNTERPARTS

26.1   This Agreement may be executed in multiple counterparts, each of which
       will be deemed an original but all of which will together constitute but
       one, and the same document.

27.0   THIRD PARTY BENEFICIARIES

27.1   Except as may be specifically set forth in this Agreement, this Agreement
       does not provide and will not be construed to provide third parties with
       any remedy, claim, liability, reimbursement, cause of action, or other
       privilege.

28.0   REGULATORY APPROVAL

28.1   Each Party agrees to cooperate with the other and with any regulatory
       agency to obtain regulatory approval. During the term of this Agreement,
       each Party agrees to continue to cooperate with each other and any
       regulatory agency so that the benefits of this Agreement may be achieved.

29.0   TRADEMARKS AND TRADE NAMES

29.1   Except as specifically set out in this Agreement, nothing in this
       Agreement will grant, suggest, or imply any authority for one Party to
       use the name, trademarks, service marks, or trade names of the other for
       any purpose whatsoever, absent written consent of the other Party.

30.0   REGULATORY AUTHORITY

30.1   SWBT will be responsible for obtaining and keeping in effect all Federal
       Communications Commission, state regulatory commission, franchise
       authority and other regulatory approvals that may be required in
       connection with the performance of its obligations under this Agreement.
       CLEC will be responsible for obtaining and keeping in

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       effect all Federal Communications Commission, state regulatory
       commission, franchise authority and other regulatory approvals that may
       be required in connection with its offering of services to CLEC Customers
       contemplated by this Agreement. CLEC will reasonably cooperate with SWBT
       in obtaining and maintaining any required approvals for which SWBT is
       responsible, and SWBT will reasonably cooperate with CLEC in obtaining
       and maintaining any required approvals for which CLEC is responsible.

30.2   SWBT will not, of its own volition, file a tariff or make another similar
       filing which supersedes this Agreement in whole or in part. SWBT will
       make no filings which are inconsistent with this commitment. This Section
       is not intended to apply to any SWBT tariffs or filings which do not
       affect CLEC's rights or SWBT's obligations to CLEC under this Agreement.
       This Section does not impair SWBT's right to file tariffs nor does it
       impair SWBT's right to file tariffs proposing new products and services
       and changes in the prices, terms and conditions of existing products and
       services, including discontinuance or grandfathering of existing features
       or services, of any telecommunications services that SWBT provides or
       hereafter provides to CLEC under this Agreement pursuant to the provision
       of Attachment 1: Resale, nor does it impair CLEC's right to contest such
       tariffs before the appropriate Commission.

30.3   SWBT will provide thirty (30) days advance notice before the tariff
       filing date of new products and services and changes to existing products
       and services, including the discontinuance of existing features or
       services, that are available for resale. SWBT will provide a minimum of
       thirty (30) days notice before the tariff filing date of pricing changes
       for services that are available for resale.

30.4   In the event that SWBT is required by any governmental authority to file
       a tariff or make another similar filing in connection with the
       performance of any action that would otherwise be governed by this
       Agreement, SWBT will provide CLEC notice of the same as set forth in
       Section 30.3 above.

30.5   If any tariff referred to in Section 30.4 becomes ineffective by
       operation of law, through deregulation or otherwise, the terms and
       conditions of such tariffs, as of the date on which the tariffs became
       ineffective, will be deemed incorporated if not inconsistent with this
       Agreement.

31.0   COMMISSION INTERPRETATION OF SAME OR SUBSTANTIVELY SIMILAR LANGUAGE

31.1   Any ruling by the Commission interpreting the same or substantively
       similar language in another Interconnection Agreement is applicable to
       the same or substantively similar language in this Agreement.

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32.0   VERIFICATION REVIEWS

32.1   Subject to each Party's reasonable security requirements and except as
       may be otherwise specifically provided in this Agreement, either Party
       may audit the other Party's books, records and other documents once in
       each Contract Year for the purpose of evaluating the accuracy of the
       other Party's billing and invoicing. The Parties may employ other persons
       or firms for this purpose. Such audit will take place at a time and place
       agreed on by the Parties no later than thirty (30) days after notice
       thereof.

32.2   Each Party will promptly correct any billing error that is revealed in an
       audit, including making refund of any overpayment by the other Party in
       the form of a credit on the invoice for the first full billing cycle
       after the Parties have agreed upon the accuracy of the audit results. Any
       disputes concerning audit results will be resolved pursuant to the
       Dispute Resolution procedures described in Section 9 of this Agreement.

32.3   Each Party will cooperate fully in any such audit, providing reasonable
       access to any and all appropriate employees and books, records and other
       documents reasonably necessary to assess the accuracy of the Party's
       bills.

32.4   Either Party may audit the other Party's books, records and documents
       more than once during any Contract Year if the previous audit found
       previously uncorrected net variances or errors in invoices in the other
       Party's favor with an aggregate value of at least two percent (2%) of the
       amounts payable by CLEC for Resale services, Network Elements or
       Combinations provided during the period covered by the audit.

32.5   Audits will be at the auditing Party's expense.

32.6   Upon (i) the discovery by either Party of overcharges not previously
       reimbursed to the other Party or (ii) the resolution of disputed audits,
       the affected Party will promptly reimburse the other Party the amount of
       any overpayment times the commercial paper rate applicable on the last
       day of the month preceding the month of discovery or resolution as above.
       In no event, however, will interest be assessed on any previously
       assessed or accrued late payment charges.

32.7   CLEC may require that, at the end of the first year of implementation of
       this Agreement, SWBT submit to an audit or examination of services
       performed under the interconnection agreement. Subsequent to the first
       year of implementation, CLEC may require that audits or examinations be
       performed if: (1) CLEC can show cause that it has a commercially
       reasonable basis to seek an audit or examination; and (2) the request for
       audit or examination specifically defines the particular services that it
       seeks to audit or examine. All audits requested by CLEC under this
       section shall be conducted at its expense. The dispute resolution
       provisions of this Agreement shall be used to resolve disputes arising

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       concerning requests for audits or examinations, or the results of the
       audits or examinations.

32.8   For a period of fourteen (14) months from the Effective Date of this
       Agreement, SWBT may audit CLEC's operations, books, records, and other
       documents related to the development of the percent local usage (PLU) to
       be used to measure and settle untransmitted calling party numbers (CPN)
       in connection with Attachment 12: Compensation. SWBT will bear the
       reasonable expenses associated with this inspection.

32.9   Information obtained or received by CLEC in conducting the inspections
       described in Section 32.7 and information obtained or received by either
       Party in connection with Sections 32.1 through 32.6 and 32.8 will be
       subject to the confidentiality provisions of Section 6 of this Agreement.

33.0   COMPLETE TERMS

33.1   This Agreement constitutes the entire agreement between the parties
       concerning the subject matter hereof and supersedes any prior agreements,
       representations, statements, negotiations, understandings, proposals or
       undertakings, oral or written, with respect to the subject matter
       expressly set forth herein.

33.2   Neither Party will be bound by an amendment, modification or additional
       term unless it is reduced to writing signed by an authorized
       representative of the Party sought to be bound.

34.0   COOPERATION ON PREVENTING END USER FRAUD

34.1   The Parties agree to cooperate with one another to investigate, minimize,
       and take corrective action in cases of fraud. The Parties' fraud
       minimization procedures are to be cost-effective and implemented so as
       not to unduly burden or harm one Party as compared to the other.

34.2   In cases of suspected fraudulent activity by an end user, at a minimum,
       the cooperation referenced in the above paragraph will include providing
       to the other Party, upon request, information concerning end users who
       terminate services to that Party without paying all outstanding charges.
       The Party seeking such information is responsible for securing the end
       user's permission to obtain such information.

35.0   NOTICE OF NETWORK CHANGES

       SWBT agrees to provide CLEC reasonable notice consistent with applicable
       FCC rules of changes in the information necessary for the transmission
       and routing of services using SWBT's facilities or networks, as well as
       other changes that affect the interoperability of those respective
       facilities and networks. This Agreement is not intended to limit SWBT's

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       ability to upgrade its network through the incorporation of new
       equipment, new software or otherwise so long as such upgrades are not
       inconsistent with SWBT's obligations to CLEC under the terms of this
       Agreement.

36.0   GOOD FAITH PERFORMANCE

36.1   In the performance of their obligations under this Agreement the Parties
       will act in good faith and consistently with the intent of the Act. Where
       notice, approval or similar action by a Party is permitted or required by
       any provision of this Agreement, (including, without limitation, the
       obligation of the parties to further negotiate the resolution of new or
       open issues under this Agreement) such action will not be unreasonably
       delayed, withheld or conditioned.

37.0   RESPONSIBILITY OF EACH PARTY

37.1   Each Party is an independent contractor, and has and hereby retains the
       right to exercise full control of and supervision over its own
       performance of its obligations under this Agreement and retains full
       control over the employment, direction, compensation and discharge of its
       employees assisting in the performance of such obligations. Each Party
       will be solely responsible for all matters relating to payment of such
       employees, including compliance with social security taxes, withholding
       taxes and all other regulations governing such matters. Each party will
       be solely responsible for proper handling, storage, transport and
       disposal at its own expense of all (i) substances or materials that it or
       its contractors or agents bring to, create or assume control over at Work
       Locations or, (ii) Waste resulting therefrom or otherwise generated in
       connection with its or its contractors' or agents' activities at the Work
       Locations. Subject to the limitations on liability and except as
       otherwise provided in this Agreement, each Party will be responsible for
       (i) its own acts and performance of all obligations imposed by applicable
       law in connection with its activities, legal status and property, real or
       personal and, (ii) the acts of its own affiliates, employees, agents and
       contractors during the performance of the Party's obligations hereunder.

38.0   TRANSMISSION OF TRAFFIC TO THIRD PARTIES

38.1   CLEC will not send to SWBT local traffic that is destined for the network
       of a third party unless CLEC has the authority to exchange traffic with
       that third party.

39.0   GOVERNMENTAL COMPLIANCE

39.1   CLEC and SWBT each will comply at its own expense with all applicable law
       related to i) its obligations under or activities in connection with this
       Agreement; of ii) its activities undertaken at, in connection with or
       relating to Work Locations. CLEC and SWBT each agree to indemnify,
       defend, (at the other party's request) and save harmless the other, each

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       of its officers, directors and employees from and against any losses,
       damages, claims, demands, suits, liabilities, fines, penalties, and
       expenses (including reasonable attorneys' fees) that arise out of or
       result from i) its failure or the failure of its contractors or agents to
       so comply or ii) any activity, duty or status of it or its contractors or
       agents that triggers any legal obligation to investigate or remediate
       environmental contamination. SWBT, at its own expense, will be solely
       responsible for obtaining from governmental authorities, building owners,
       other carriers, and any other persons or entities, all rights and
       privileges (including, but not limited to, space and power), which are
       necessary for SWBT to provide the Network Elements and Resale services
       pursuant to this Agreement.

40.0   RESPONSIBILITY FOR ENVIRONMENTAL CONTAMINATION

40.1   DISCLOSURE OF POTENTIAL HAZARDS: When and if CLEC notifies SWBT that CLEC
       intends to enter or perform work pursuant to this Agreement in, on, or
       within the vicinity of any particular SWBT building, manhole, pole, duct,
       conduit, right-of-way, or other facility (hereinafter "Work Location"),
       SWBT shall timely notify CLEC of any Environmental Hazard at that Work
       Location of which SWBT has actual knowledge, except that this duty shall
       not apply to any Environmental Hazard (i) of which CLEC already has
       actual knowledge or (ii) was caused solely by CLEC or (iii) would be
       obvious and apparent to anyone coming to the Work Location. For purposes
       of this Agreement, "Environmental Hazard" shall mean (i) the presence of
       petroleum vapors or other gases in hazardous concentrations in a manhole
       or other confined space, or conditions reasonably likely to give rise to
       such concentrations; (ii) the presence of electrical cable in a conduit
       system; (iii) asbestos-containing materials; (iv) emergency exit routes
       and warning systems, if and to the extent owned or operated by SWBT; and
       (v) any potential hazard that would not be obvious to an individual
       entering the Work Location or detectable using work practices standard in
       the industry.

40.2   EVALUATION OF POTENTIAL HAZARDS: Without limiting the foregoing, after
       providing prior notice to SWBT, CLEC shall have the right to inspect,
       test, or monitor any Work Location for possible Environmental Hazards as
       necessary or appropriate to comply with law or to protect its employees,
       contractors or others from the possible effects of Environmental Hazards.
       CLEC shall be responsible for conducting such inspections, testing or
       monitoring in a way that does not unreasonably interfere with SWBT's
       business operations after consultation with SWBT, and shall return SWBT's
       property to substantially the same condition as it would have been
       without such inspections, testing or monitoring.

40.3   MANAGING DISTURBED MATERIALS AND MEDIA: If and to the extent that CLEC's
       activity at any Work Location involves the excavation, extraction, or
       removal of asbestos or other manmade materials or contaminated soil,
       groundwater, or other environmental media, then CLEC rather than SWBT
       shall be responsible in the first instance for the subsequent treatment,
       disposal, or other management of such materials and media.

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40.4   INDEMNIFICATION:

40.4.1 Each party shall indemnify, on request defend, and hold harmless the
       other party and each of its officers, directors and employees from any
       and all suits, claims, demands, losses, damages, liabilities, fines,
       penalties, or expenses, of every kind and character (including reasonable
       attorneys' fees), on account of or in connection with any injury, loss,
       or damage to any person or property, or to the environment, to the extent
       any of them arise out of or in connection with the violation or breach,
       by any employee of the indemnifying party or other person acting on the
       indemnifying party's behalf, of this Section 40.0 or any federal, state,
       or local environmental statute, rule, regulation, ordinance, or other
       applicable law or provision of this agreement dealing with hazardous
       substances or protection of human health or the environment.

40.4.2 CLEC shall indemnify, on request defend, and hold harmless SWBT and each
       of its officers, directors and employees from any and all suits, claims,
       demands, losses, damages, liabilities, fines, penalties, or expenses, of
       every kind and character (including reasonable attorneys' fees), on
       account of or in connection with any injury, loss, or damage to any
       person or property, or to the environment, to the extent any of them
       arise out of or in connection with (i) the release or discharge, onto any
       public or private property, of any hazardous substances, regardless of
       the source of such hazardous substances, by any employee of CLEC, or by
       any person acting on CLEC's behalf, while at a Work Location or (ii) the
       removal or disposal of any hazardous substances by any employee of CLEC
       or by any person acting on CLEC's behalf, or the subsequent storage,
       processing or other handling of such hazardous substances by any person
       or entity, after such substances have thus been removed from a Work
       Location or (iii) any environmental contamination or Environmental Hazard
       or release of a hazardous substance caused or created by CLEC or its
       contractors or agents.

40.4.3 SWBT shall indemnify, on request defend, and hold harmless CLEC and each
       of its officers, directors and employees from any and all suits, claims,
       demands, losses, damages, liabilities, fines, penalties, or expenses, of
       every kind and character (including reasonable attorneys' fees), asserted
       by any government agency or other third party on account of or in
       connection with any injury, loss, or damage to any person or property, or
       to the environment, to the extent any of them arise out of or in
       connection with (i) the release or discharge, onto any public or private
       property, of any hazardous substances, regardless of the source of such
       hazardous substances, by any employee of SWBT or by any person acting on
       SWBT's behalf, at a Work Location or (ii) the removal or disposal of any
       hazardous substances by any employee of SWBT or by any person acting on
       SWBT's behalf, or the subsequent storage, processing or other handling of
       such hazardous substances by any person or entity, after such substances
       have thus been removed from a Work Location or (iii) any environmental
       contamination or Environmental Hazard or release of a hazardous substance
       either (x) existing or occurring

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       at any Work Location on or before the date of this agreement or (y)
       caused or created by SWBT or its contractors or agents.

41.0   SUBCONTRACTING

41.1   If any obligation is performed through a subcontractor, each party will
       remain fully responsible for the performance of this Agreement in
       accordance with its terms, including any obligations either party
       performs through subcontractors, and each party will be solely
       responsible for payments due the party's subcontractors. No contract,
       subcontract or other Agreement entered into by either Party with any
       third party in connection with the provision of Resale services or
       Network Elements hereunder will provide for any indemnity, guarantee or
       assumption of liability by, or other obligation of, the other Party to
       this Agreement with respect to such arrangement, except as consented to
       in writing by the other Party. No subcontractor will be deemed a third
       party beneficiary for any purposes under this Agreement. Any
       subcontractor who gains access to CPNI or Confidential Information
       covered by this Agreement will be required by the subcontracting Party to
       protect such CPNI or Confidential Information to the same extent the
       subcontracting Party is required to protect the same under the terms of
       this Agreement.

42.0   REFERENCED DOCUMENTS

42.1   Whenever any provision of this Agreement refers to a technical reference,
       technical publication, CLEC Practice, SWBT Practice, any publication of
       telecommunications industry administrative or technical standards, or any
       other document specifically incorporated into this Agreement, it will be
       deemed to be a reference to the most recent version or edition (including
       any amendments, supplements, addenda, or successors) of each document
       that is in effect, and will include the most recent version or edition
       (including any amendments, supplements, addenda, or successors) of each
       document incorporated by reference in such a technical reference,
       technical publication, CLEC Practice, SWBT Practice, or publication of
       industry standards.

43.0   SEVERABILITY

43.1   Except as otherwise specifically provided in Sections 4.2.1, 18.1, 18.2
       and 18.3 of the General Terms & Conditions, if any term, condition or
       provision of this Agreement is held to be invalid or unenforceable for
       any reason, such invalidity or unenforceability will not invalidate the
       entire Agreement, unless such construction would be unreasonable. The
       Agreement will be construed as if it did not contain the invalid or
       unenforceable provision or provisions, and the rights and obligations of
       each party will be construed and enforced accordingly; provided, however,
       that in the event such invalid or unenforceable provision or provisions
       are essential elements of this Agreement and substantially impair the
       rights or obligations of either Party, the Parties will promptly
       negotiate a replacement

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       provision or provisions. If impasse is reached, the Parties will resolve
       said impasse under the dispute resolution procedures set forth in Section
       9.5.

44.0   SURVIVAL OF OBLIGATIONS

44.1   Any liabilities or obligations of a Party for acts or omissions prior to
       the cancellation or termination of this Agreement, any obligation of a
       Party under the provisions regarding indemnification, Confidential
       Information, limitations on liability, and any other provisions of this
       Agreement which, by their terms, are contemplated to survive (or to be
       performed after) termination of this Agreement, will survive cancellation
       or termination thereof.

45.0   GOVERNING LAW

45.1   The validity of this Agreement, the construction and enforcement of its
       terms, and the interpretation of the rights and duties of the Parties
       will be governed by the laws of the State of Missouri other than as to
       conflicts of laws, except insofar as federal law may control any aspect
       of this Agreement, in which case federal law will govern such aspect. The
       Parties submit to personal jurisdiction in Jefferson City, Missouri, and
       waive any and all objections to a Missouri venue.

46.0   PERFORMANCE CRITERIA

46.1   Specific provisions governing failure to meet Performance Criteria are
       contained in Attachment 17: Performance Remedy Plan.

47.0   OTHER OBLIGATIONS OF CLEC

47.1   For the purposes of establishing service and providing efficient and
       consolidated billing to CLEC, CLEC is required to provide SWBT its
       authorized and nationally recognized Operating Company Number (OCN).

48.0   DIALING PARITY; INTERIM NUMBER PORTABILITY

48.1   SWBT will ensure that all CLEC Customers experience the same dialing
       parity as similarly-situated customers of SWBT services, such that, for
       all call types: (i) an CLEC Customer is not required to dial any greater
       number of digits than a similarly-situated SWBT customer; (ii) the
       post-dial delay (time elapsed between the last digit dialed and the first
       network response), call completion rate and transmission quality
       experienced by an CLEC Customer is at least equal in quality to that
       experienced by a similarly-situated SWBT customer; and (iii) the CLEC
       Customer may retain its local telephone number. SWBT further agrees to
       provide Interim Number Portability in accordance with the

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       requirements of the Act. Specific requirements concerning Interim Number
       Portability are set forth in Attachment 14: Interim Number Portability.

49.0   BRANDING

49.1   Specific provisions concerning the branding of services provided to CLEC
       by SWBT under this Agreement are contained in the following Attachments
       and Appendices to this Agreement: Attachment 1: Resale; Appendix
       OS-Resale; Appendix DA-Resale; Attachment 2: Ordering &
       Provisioning-Resale; Attachment 3: Maintenance-Resale; Attachment 7:
       Ordering & Provisioning-Unbundled Network Elements; Attachment 8:
       Maintenance-Unbundled Network Elements.

50.0   CUSTOMER INQUIRIES

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

50.2   Each Party will ensure that all of their representatives who receive
       inquiries regarding the other Party's services: (i) provide the numbers
       described in Section 50.1 to callers who inquire about the other Party's
       services or products; and (ii) do not in any way disparage or
       discriminate against the other Party or its products or services.

51.0   DISCLAIMER OF WARRANTIES

51.1   TO THE EXTENT CONSISTENT WITH ITS OBLIGATIONS UNDER THE ACT, SWBT MAKES
       NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT
       LIMITED TO ANY WARRANTY AS TO MERCHANTABILITY OR FITNESS FOR INTENDED OR
       PARTICULAR PURPOSE WITH RESPECT TO SERVICES PROVIDED HEREUNDER.

52.0   NO WAIVER

52.1   CLEC's agreement herein to accept less than fully operational electronic
       interfaces to operations support systems functions on and after January
       1, 1997, will not be deemed a waiver of Section 251(c)(3) of the Act to
       receive such interfaces on that date.

53.0   DEFINITIONS

53.1   For purposes of this Agreement, certain terms have been defined in this
       Agreement to encompass meanings that may differ from, or be in addition
       to, the normal connotation of the defined word. Unless the context
       clearly indicates otherwise, any term defined or used in the singular
       will include the plural. The words "will" and "shall" are used
       interchangeably throughout this Agreement and the use of either connotes
       a mandatory

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       requirement. The use of one or the other will not mean a different degree
       of right or obligation for either Party. A defined word intended to
       convey its special meaning is capitalized when used. Other terms that are
       capitalized and not defined in this Agreement will have the meaning in
       the Act.

54.0   RESALE

54.1   At the request of CLEC, and pursuant to the requirements of the Act, any
       telecommunications service that SWBT currently provides or hereafter
       offers to any customer in the geographic area where SWBT is the incumbent
       LEC will be made available to CLEC by SWBT for Resale in accordance with
       the terms, conditions and prices set forth in this Agreement. Specific
       provisions concerning Resale are addressed in Attachment 1: Resale, and
       other applicable Attachments.

55.0   UNBUNDLED NETWORK ELEMENTS

55.1   At the request of CLEC and pursuant to the requirements of the Act, SWBT
       will offer in the geographic area where SWBT is the incumbent LEC Network
       Elements to CLEC on an unbundled basis on rates, terms and conditions set
       forth in this Agreement that are just, reasonable, and
       non-discriminatory. Specific Provisions concerning Unbundled Network
       Elements are addressed in Attachment 6: Unbundled Network Elements, and
       other applicable Attachments.

56.0   ORDERING AND PROVISIONING, MAINTENANCE, CONNECTIVITY BILLING AND
       RECORDING, AND PROVISION OF CUSTOMER USAGE DATA

56.1   In connection with its Resale of services to CLEC, SWBT agrees to provide
       to CLEC Ordering and Provisioning Services, Maintenance services,
       Connectivity Billing and Recording services and Provision of Customer
       Usage Data services pursuant to the terms specified in Attachments 2, 3,
       4 and 5, respectively.

56.2   In connection with its furnishing Unbundled Networks Elements to CLEC,
       SWBT agrees to provide to CLEC Ordering and Provisioning Services,
       Maintenance services, Connectivity Billing and Recording services and
       Provision of Customer Usage Data services pursuant to the terms specified
       in Attachments 7, 8, 9 and 10, respectively.

57.0   NETWORK INTERCONNECTION ARCHITECTURE

57.1   Where the Parties interconnect their networks, for purposes of exchanging
       traffic between their networks, the Parties agree to utilize the
       interconnection methods specified in Attachment 11: Network
       Interconnection Architecture. SWBT expressly recognizes that this
       provision and said Attachment are in no way intended to impair in any way
       CLEC's

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       right to interconnect with unbundled Network Elements furnished by SWBT
       at any technically feasible point within SWBT's network, as provided in
       the Act.

58.0   COMPENSATION FOR DELIVERY OF TRAFFIC

58.1   The Parties agree to compensate each other for the transport and
       termination of traffic as provided in Attachment 12: Compensation.

59.0   ANCILLARY FUNCTIONS

       Ancillary Functions may include, but are not limited to, Collocation,
       Rights-of-Way, Conduit and Pole Attachments. SWBT agrees to provide
       Ancillary Functions to CLEC as set forth in Attachment 13: Ancillary
       Functions.

60.0   SEPARATE AFFILIATE COMMITMENTS

       SWBT will comply with all FCC rules and orders relating to the structural
       and nonstructural requirements for Section 272 affiliates. To satisfy its
       obligation to publicly disclose all transactions between SWBT and any
       Section 272 affiliate, SWBT will:


       (a)    Post the full text of all agreements between SWBT and Southwestern
              Bell Long Distance (SBLD) within 10 days on its Internet website,
              including rates, terms, and conditions of those agreements,
              frequency of occurrence of transactions under the agreements, and
              information concerning the level, rate of pay, and quantity of
              employees who perform work under the agreements, and post
              summaries of the agreements on the Internet;

       (b)    Post, for each agreement, the states where SBLD's operations are
              supported by the agreement;

       (c)    Maintain, for each agreement, information indicating the specific
              FCC pricing methodology used by SWBT to determine the rates for
              the agreement;

       (d)    Maintain on the Internet a posting of the title, address,
              telephone number, and fax number of the person to contact to
              review paper copies of the agreements; and

       SWBT will also maintain at its headquarters in San Antonio detailed
       information concerning all affiliate transactions between SWBT and SBLD.
       (This information includes the information posted on the Internet as well
       as the Detailed Billing Reports, which provide the month-by-month billing
       detail by specific contract, contract schedule, and pricing addendum.
       SWBT represented that it would update the Detailed Billing

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       Reports, which are available for inspection upon execution of a
       Protective Agreement, on a semi-annual basis).

61.0   OTHER REQUIREMENTS AND ATTACHMENTS

61.1   This Agreement incorporates a number of listed Attachments which,
       together with their associated Appendices, Exhibits, and Addenda,
       constitute the entire Agreement between the Parties. In order to
       facilitate use and comprehension of the Agreement, the Attachments have
       been grouped under the following broad headings: Resale; Unbundled
       Network Elements; Network Interconnection Architecture; Ancillary
       Functions; and Other Requirements. It is understood that these groupings
       are for convenience of reference only, and are not intended to limit the
       applicability which any particular Attachment may otherwise have.

61.2   Appended to this Agreement and incorporated herein are the Attachments
       listed below. To the extent that any definitions, terms or conditions in
       any given Attachment differ from those contained in the main body of this
       Agreement, those definitions, terms or conditions will supersede those
       contained in the main body of this Agreement, but only in regard to the
       services or activities listed in that particular Attachment. In
       particular, if an Attachment contains a term length that differs from the
       term length in the main body of this Agreement, the term length of that
       Attachment will control the length of time that services or activities
       are to occur under the Attachment, but will not affect the term length of
       the remainder of this Agreement, except as may be necessary to interpret
       the Attachment.

       RESALE
       Attachment 1:  Resale
          Appendix Services/Pricing
             Exhibit A:  SWBT's Telecommunications Services Available for Resale
             Exhibit B:  SWBT's Other Services Available for Resale
          Appendix Customized Routing-Resale
          Appendix DA-Resale
          Appendix OS-Resale
          Appendix White Pages (WP)-Resale
       Attachment 2:  Ordering and Provisioning-Resale
       Attachment 3:  Maintenance-Resale
       Attachment 4:  Connectivity Billing-Resale
       Attachment 5:  Provision of Customer Usage Data-Resale

       UNBUNDLED NETWORK ELEMENTS
       Attachment 6:  Unbundled Network Elements (UNE)
          Appendix Pricing-UNE
          Appendix Pricing-UNE: Exhibit 1

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          Appendix Pricing-UNE Schedule of Prices
       Attachment 7:  Ordering and Provisioning-UNE
          Exhibit A-Electronic Ordering and Provisioning-UNE
       Attachment 8:  Maintenance-UNE
       Attachment 9:  Billing-Other
       Attachment 10:  Provision of Customer Usage Data-UNE

       NETWORK INTERCONNECTION ARCHITECTURE AND COMPENSATION
       Attachment 11:  Network Interconnection Architecture
          Appendix Interconnection Trunking Requirement (ITR)
          Appendix Network Interconnection Methods (NIM)
          Appendix SS7 Interconnection
       Attachment 12:  Compensation
          Appendix FGA

       ANCILLARY FUNCTIONS
       Attachment 13:  Ancillary Functions
          Physical Collocation Appendix
          Virtual Collocation Appendix
          Appendix Poles, Conduit, ROW

       OTHER REQUIREMENTS
       Attachment 14:  Interim Number Portability
          Appendix Location Routing Number - PNP
       Attachment 15:  E911
       Attachment 16:  Network Security and Law Enforcement
       Attachment 17: Performance Remedy Plan
          Appendix Measurements Subject to Per Occurrence Damages or
          Assessment with a Cap and Measurements Subject to Per Measure
          Damages or Assessment Appendix Performance Measures Subject to
          Tier-1 and Tier-2 Damages Identified as High, Medium and Low
          Appendix 3 Performance Measurement Business Rules (Version 1.7)
       Attachment 18:  Mutual Exchange of Directory Listing Information
       Attachment 19:  White Pages-Other (WP-O)
       Attachment 20:  Clearinghouse
       Attachment 21:  Numbering
       Attachment 22:  DA-Facilities Based
       Attachment 23:  OS-Facilities Based
       Attachment 24:  Recording-Facilities Based


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       OTHER ATTACHMENTS
       Attachment 25:  DSL/HFPL/Line Splitting
       Attachment 26:  Legitimately Related Provisions



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THIS AGREEMENT CONTAINS A BINDING ARBITRATION PROVISION WHICH MAY BE ENFORCED BY
THE PARTIES.


JOHN M. IVANUSKA          4/17/01           WILLENA D. SLOCUM        4/16/01
-------------------------------------       ------------------------------------
Sign and Print Name:       Date             Sign and Print Name:      Date

                                                    Willena D. Slocum

VP, REGULATORY & CARRIER RELATIONS          FOR/ PRESIDENT-INDUSTRY MARKETS
-------------------------------------       -----------------------------------
Position/Title                              Position/Title

BIRCH TELECOM OF MISSOURI, INC.             SOUTHWESTERN BELL TELEPHONE COMPANY


OCN/AECN# 8665