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

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                                      INDEX


Main Agreement .....................................................     1 
Appendix UNE & Price List ..........................................     2
Appendix OSS-UNE ...................................................     3
Appendix 911 .......................................................     4
Appendix BCR .......................................................     5
Appendix CH ........................................................     6
Appendix DCO .......................................................     7
Appendix FGA .......................................................     8
Appendix Host ......................................................     9
Appendix ITR .......................................................     10
Appendix MAP .......................................................     11
Appendix NIM .......................................................     12
Appendix Port ......................................................     13
Appendix Recording .................................................     14
Appendix TP ........................................................     15
Appendix Wireless ..................................................     16
<PAGE>   2
                                TABLE OF CONTENTS


                                                                                                                  
1.0      DEFINITIONS .............................................................................................       2
                                                                                                                        
2.0      INTERPRETATION AND CONSTRUCTION .........................................................................       6
                                                                                                                        
3.0      IMPLEMENTATION SCHEDULE AND INTERCONNECTION ACTIVATION DATES ............................................       6
                                                                                                                        
4.0      INTERCONNECTION PURSUANT TO SECTION 251(c)(2) ...........................................................       7
         4.1      Scope ..........................................................................................       7
         4.2      Interconnection Coverage .......................................................................       7
         4.3      Methods for Interconnection ....................................................................       8
         4.4      Physical Architecture ..........................................................................       9
         4.5      Technical Specifications .......................................................................      10
         4.6      Interconnection in Additional Metropolitan Exchange Areas ......................................      10
                                                                                                                        
5.0      TRANSMISSION AND ROUTING OF TELEPHONE EXCHANGE SERVICE TRAFFIC  PURSUANT TO SECTION 251(c)(2) ...........      11
         5.1      Scope of Traffic ...............................................................................      11
         5.2      Responsibilities of the Parties ................................................................      12
         5.3      Reciprocal Compensation for Termination of Local Traffic .......................................      12
         5.4      Reciprocal Compensation for Transit Traffic ....................................................      13
         5.5      Reciprocal Compensation for Termination of IntraLATA Interexchange Traffic .....................      14
         5.6      Compensation for Origination and Termination of Switched Access Service Traffic                       
                  to or From an IXC (Meet-Point Billing (MPB) Arrangements) ......................................      15
         5.7      Billing Arrangements for Compensation for Termination of IntraLATA, Local, Transit,                   
                  and Optional Calling Area Traffic ..............................................................      17

<PAGE>   3

                                                                                                                  
         5.8      Compensation for "Porting" Optional Calling Area Numbers .......................................      18
                                                                                                                        
6.0      TRANSMISSION AND ROUTING OF EXCHANGE ACCESS TRAFFIC PURSUANT                                                   
         TO 251(c)(2) ............................................................................................      18
         6.1      Scope of Traffic ...............................................................................      18
         6.2      Trunk Group Architecture Traffic Routing .......................................................      18
                                                                                                                        
7.0      TRANSPORT AND TERMINATION OF OTHER TYPES OF TRAFFIC .....................................................      18
         7.1      Information Services Traffic ...................................................................      18
         7.2      Line Status Verification (LSV)/Busy Line Interrupt (BLI) Traffic ...............................      19
         7.3      Wireless Traffic ...............................................................................      19
                                                                                                                        
8.0      SIGNALING ...............................................................................................      19
                                                                                                                        
9.0      NUMBERING ...............................................................................................      20
                                                                                                                        
10.0     RESALE -- SECTIONS 251(B)1); 251(c)(4); 252(d)(3); and 271(c)(2)(B)(xiv) ................................      21
                                                                                                                        
11.0     UNBUNDLED NETWORK ELEMENTS - SECTIONS 251(c)(3), 271(c)(2)(B) (ii),(iv),(v),(vi),(x) ....................      21
                                                                                                                        
12.0     NOTICE OF CHANGES -- SECTION 251(c)(5) ..................................................................      22
                                                                                                                        
13.0     COLLOCATION -- SECTION 251(c)(6) ........................................................................      22
                                                                                                                        
14.0     NUMBER PORTABILITY -- SECTIONS 251(b)(2) and 271(c)(2)(B)(xi)...... .....................................      22
                                                                                                                        
15.0     DIALING PARITY -- SECTION 251(b)(3); 271(c)(2)(B)(xii); and 271(e)(2) ...................................      23
                                                                                                                        
16.0     ACCESS TO RIGHTS-OF-WAY -- SECTION 251(b)(4) and 271(c)(2)(B)(iii) ......................................      23

<PAGE>   4

                                                                                                                  
17.0     DATABASE ACCESS -- SECTION  271(c)(2)(B)(x) .............................................................      23
                                                                                                                        
18.0     INTERCEPT REFERRAL ANNOUNCEMENTS ........................................................................      23
                                                                                                                        
19.0     COORDINATED REPAIR CALLS ................................................................................      24
                                                                                                                        
20.0     OTHER SERVICES 271(c)(B)(2)(vii) and 271(c)(2)(B)(viii) .................................................      24
         20.1     White Pages ....................................................................................      24
         20.2     Calling Name Information .......................................................................      24
         20.3     Billing/Collecting/Remitting ...................................................................      25
         20.4     911/E911 Service ...............................................................................      25
         20.5     Directory Assistance (DA) ......................................................................      25
         20.6     Direct Access (DIRECT) .........................................................................      25
         20.7     Operator Services ..............................................................................      25
         20.8     Clearinghouse Services .........................................................................      25
         20.9     Hosting ........................................................................................      25
         20.10    Signaling System 7 Interconnection .............................................................      25
                                                                                                                        
21.0     GENERAL RESPONSIBILITIES OF THE PARTIES .................................................................      25
                                                                                                                        
22.0     EFFECTIVE DATE, TERM, AND TERMINATION ...................................................................      27
                                                                                                                        
23.0     DISCLAIMER OF REPRESENTATIONS AND WARRANTIES ............................................................      28
                                                                                                                        
24.0     CHANGES IN END USER LOCAL EXCHANGE SERVICE PROVIDER SELECTION ...........................................      28
                                                                                                                        
25.0     SEVERABILITY ............................................................................................      29
                                                                                                                        
26.0     INTELLECTUAL PROPERTY ...................................................................................      29
                                                                                                                  
27.0     INDEMNIFICATION .........................................................................................      29
                                                                                                                        
28.0     LIMITATION OF LIABILITY .................................................................................      32

<PAGE>   5

                                                                                                                  
29.0     LIQUIDATED DAMAGES FOR SPECIFIED ACTIVITIES .............................................................      32
         29.1     Certain Definitions ............................................................................      32
         29.2     Specified Performance Breach ...................................................................      33
         29.3     Liquidated Damages .............................................................................      33
         29.4     Limitations ....................................................................................      34
         29.5     Sole Remedy ....................................................................................      34
         29.6     Records ........................................................................................      34
                                                                                                                        
30.0     REGULATORY APPROVAL .....................................................................................      34
                                                                                                                        
31.0     MISCELLANEOUS ...........................................................................................      35
         31.1     Authorization ..................................................................................      35
         31.2     Compliance and Certification ...................................................................      35
         31.3     Law Enforcement ................................................................................      35
         31.4     Independent Contractor .........................................................................      36
         31.5     Force Majeure ..................................................................................      36
         31.6     Confidentiality ................................................................................      37
         31.7     Governing Law ..................................................................................      38
         31.8     Taxes ..........................................................................................      39
         31.9     Non-Assignment .................................................................................      41
         31.10    Non-Waiver .....................................................................................      41
         31.11    Audits .........................................................................................      41
         31.12    Disputed Amounts ...............................................................................      42

<PAGE>   6

                                                                                                                  
         31.13    Disputed Resolutions ...........................................................................      43
         31.14    Notices ........................................................................................      43
         31.15    Publicity and Use of Trademarks or Service Marks ...............................................      43
         31.16    Section 252(i) Obligations .....................................................................      44
         31.17    Joint Work Product .............................................................................      44
         31.18    Intervening Law ................................................................................      45
         31.19    No Third Party Beneficiaries; Disclaimer of Agency .............................................      45
         31.20    No License .....................................................................................      45
         31.21    Survival .......................................................................................      45
         31.23    Scope of Agreement .............................................................................      45
         31.24    Entire Agreement ...............................................................................      46



<PAGE>   7
                                                    GENERAL TERMS AND CONDITIONS
                                                                    PAGE 6 OF 48
                                                                      SWBT/Birch


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




                                 BY AND BETWEEN


                       SOUTHWESTERN BELL TELEPHONE COMPANY

                                       AND

                         BIRCH TELECOM OF MISSOURI, INC.


<PAGE>   8
                                                    GENERAL TERMS AND CONDITIONS
                                                                    PAGE 7 OF 48
                                                                      SWBT/Birch



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


         This Interconnection Agreement under Sections 251 and 252 of the
Telecommunications Act of 1996 ("Agreement"), is by and between Southwestern
Bell Telephone Company, a Missouri Corporation ("SWBT"), and Birch Telecom of
Missouri, Inc. ("Birch"), a Delaware Corporation.

         WHEREAS, the Parties want to interconnect their networks at mutually
agreed upon points of interconnection to provide, directly or indirectly,
Telephone Exchange Services and Exchange Access to residential and business end
users predominantly over their respective telephone exchange service facilities
in Missouri; and

         WHEREAS, the Parties are entering into this Agreement to set forth the
respective obligations of the Parties and the terms and conditions under which
the Parties will interconnect their networks and provide other services as
required by the Telecommunications Act of 1996 ("the Act") and additional
services as set forth herein; and

         WHEREAS, for purposes of this Agreement, the Parties intend to operate
where SWBT is the incumbent local exchange carrier and Birch, a competitive
local exchange carrier, is certified by the Missouri Public Service Commission,
as required.

         NOW, THEREFORE, Birch and SWBT hereby agree as follows:

1.0      DEFINITIONS

         1.1 "Act" means the Communications Act of 1934 [47 U.S.C. 151 et seq.],
as amended by the Telecommunications Act of 1996.

         1.2 "Affiliate" is as defined in the Act.

         1.3 "Automatic Number Identification" or "ANI" is a switching system
feature that forwards the telephone number of the calling party and is used for
screening, routing and billing purposes.

         1.4 "Busy Line Interrupt" or "BLI" is performed when one Party's
operator bureau interrupts a telephone number in progress after Line Status
Verification has occurred. The operator bureau will interrupt the busy line and
inform the called party that there is a call waiting.

         1.5 "Calling Party Number" or "CPN" is a feature of signaling system 7
(SS7) protocol whereby the ten (10) digit number of the calling party is
forwarded from the end office.

         1.6 "Central Office Switch" means a single switching system within the
public 
<PAGE>   9
                                                    GENERAL TERMS AND CONDITIONS
                                                                    PAGE 8 OF 48
                                                                      SWBT/Birch


switched telecommunications network, including the following:

                           (i)      "End Office Switches" which are Class 5
                                    switches where end user Exchange Services
                                    are directly connected and offered; and

                           (ii)     "Tandem Office Switches" or "Tandems" which
                                    are Class 4 switches used to connect and
                                    switch trunk circuits between Central Office
                                    Switches.

Central Office Switches may be employed as combination End Office/Tandem Office
switches (combination Class 5/Class 4).

         1.7 "CLASS Features" mean certain CCS-based features available to end
users including, but not limited to: Automatic Call Back; Call Trace; Caller
Identification and related blocking features; Distinctive Ringing/Call Waiting;
Selective Call Forward; and Selective Call Rejection.

         1.8 "Collocation" means an arrangement whereby one Party's (the
"Collocating Party") facilities are terminated in its equipment necessary for
Interconnection or for access to Network Elements on an unbundled basis which
has been installed and maintained at the premises of a second Party (the
"Housing Party"). Collocation may be "physical" or "virtual." In "Physical
Collocation," the Collocating Party installs and maintains its own equipment in
the Housing Party's premises. In "Virtual Collocation," the Housing Party
installs and maintains the collocated equipment in the Housing Party's premises.
Collocation includes, but is not limited to, collocation of 38 GHz basic
transmission equipment, provided it complies with the guidelines in SWBT's
current Physical Collocation Technical Publication as of the date of this
Agreement provided to Birch.

         1.9 "Commission" means the Missouri Public Service Commission.

         1.10 "Common Channel Signaling" or "CCS" is a special network, fully
separate from the transmission path of the public switched network, that
digitally transmits call set-up and network control data. Unless otherwise
agreed by the Parties, the CCS used by the Parties shall be SS7.

         1.11 "Cross Connect" means the unbundled network element cross connect
rate element which is used to designate connection between: i) the SWBT
distribution frame and an unbundled network element component, or ii) two
unbundled network element components, or iii) the SWBT distribution frame and
the tie cable termination point for a Birch collocation.

         1.12 "Dialing Parity" is as defined in the Act. As used in this
Agreement, Dialing Parity refers to both Local Dialing Parity and Toll Dialing
Parity.
<PAGE>   10
                                                    GENERAL TERMS AND CONDITIONS
                                                                    PAGE 9 OF 48
                                                                      SWBT/Birch

         1.13 "Digital Signal Level" means one of several transmission rates in
the time-division multiplex hierarchy.

         1.14 "Digital Signal Level 0" or "DS0" means the 64 Kbps zero-level
signal in the time-division multiplex hierarchy.

         1.15 "Digital Signal Level 1" or "DS1" means the 1.544 Mbps first-level
signal in the time-division multiplex hierarchy. In the time-division
multiplexing hierarchy of the telephone network, DS1 is the initial level of
multiplexing.

         1.16 "Digital Signal Level 3" or "DS3" means the 44.736 Mbps
third-level signal in the time-division multiplex hierarchy. In the
time-division multiplexing hierarchy of the telephone network, DS3 is defined as
the third level of multiplexing.

         1.17 "End User" means a third-party residence or business, that
subscribes to Telecommunications Services provided by either of the Parties, or
by another telecommunications service provider.

         1.18     "Exchange Access" is as defined in the Act.

         1.19 "Exchange Message Record" or "EMR" means the standard used for
exchange of Telecommunications message information among Telecommunications
Carriers for billable, non-billable, sample, settlement and study data. EMR
format is contained in Bellcore Practice BR-010-200-010 CRIS Exchange Message
Record.

         1.20 "Fiber-Meet" means an Interconnection architecture method whereby
the Parties physically interconnect their networks via an optical fiber
interface (as opposed to an electrical interface) at a mutually agreed upon
location.

         1.21 "Interconnection" is as described in the Act and refers to the
connection of separate pieces of equipment, facilities, or platforms between or
within networks for the purpose of transmission and routing of Telephone
Exchange Service traffic and Exchange Access traffic.

         1.22 "Interconnection Activation Date" is the date that the
construction of the joint facility Interconnection arrangement has been
completed, trunk groups have been established, and joint trunk testing is
completed.

         1.23 "Interexchange Carrier" or "IXC" means a carrier that provides,
directly or indirectly, interLATA or intraLATA Telephone Toll Services. For
purposes of Section 6.0 of this Agreement, the term "IXC" includes any entity
which purchases FGB or FGD Switched Exchange Access Service in order to
originate or terminate traffic to/from Birch's end users.

         1.24 "IntraLATA Toll Traffic" means those intraLATA station calls that
are not defined as Local Traffic in this Agreement.
<PAGE>   11
                                                    GENERAL TERMS AND CONDITIONS
                                                                   PAGE 10 OF 48
                                                                      SWBT/Birch

         1.25 "Line Status Verification" or "LSV" or "Busy Line Verify" or "BLV"
is performed when one Party's end user requests assistance from the operator
bureau to determine if the called line of the other Party is in use.

         1.26 "Local Traffic," for purposes of intercompany compensation, is if
(i) the call originates and terminates in the same SWBT exchange area; or (ii)
originates and terminates within different SWBT Exchanges that share a common
mandatory local calling area, e.g., mandatory Extended Area Service (EAS),
mandatory Extended Local Calling Service (ELCS), or other like types of
mandatory expanded local calling scopes.

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

         1.28 "MECAB" refers to the Multiple Exchange Carrier Access Billing
(MECAB) document prepared by the Billing Committee of the Ordering and Billing
Forum (OBF), which functions under the auspices of the Carrier Liaison Committee
(CLC) of the Alliance for Telecommunications Industry Solutions (ATIS). The
MECAB document, published by Bellcore as Special Report SR-BDS-000983, contains
the recommended guidelines for the billing of access services provided to an IXC
by two or more LECs, or by one LEC in two or more states within a single LATA.
The latest release is issue No. 5, dated June 1994.

         1.29 "MECOD" refers to the Multiple Exchange Carriers Ordering and
Design (MECOD) Guidelines for Access Services - Industry Support Interface, a
document developed by the Ordering/Provisioning Committee of the Ordering and
Billing Forum (OBF), which functions under the auspices of the Carrier Liaison
Committee (CLC) of the Alliance for Telecommunications Industry Solutions
(ATIS). The MECOD document, published by Bellcore as Special Report SR
STS-002643, establishes methods for processing orders for access service which
is to be provided to an IXC by two or more telecommunications providers. The
latest release is issue No. 3, dated February 1996.

         1.30 "Meet-Point Billing" or "MPB" refers to a billing arrangement
whereby two or more Telecommunications Carriers jointly provide for switched
access service to an IXC, with each LEC receiving an appropriate share of its
switched access revenues as defined by its effective access tariffs.

         1.31 "Metropolitan Exchange Area" means a geographical area defined in
SWBT current tariffs effective as a metropolitan exchange local calling area.
For example, Dallas, Ft. Worth, Houston, Little Rock, Oklahoma City, St. Louis
and Austin would be examples of Metropolitan Exchange Areas.

         1.32 "Bona Fide Request" means the process described in Appendix UNE
that is attached hereto and incorporated herein and that is described in Section
4.36 that prescribes the 
<PAGE>   12
                                                    GENERAL TERMS AND CONDITIONS
                                                                   PAGE 11 OF 48
                                                                      SWBT/Birch

terms and conditions relating to a Party's request that the other Party provide
a Network Element or a form of interconnection not otherwise provided for in
this Agreement.

         1.33 "Switched Exchange Access Service" means the offering of
transmission or switching services to Telecommunications Carriers for the
purpose of the origination or termination of Telephone Toll Service. Switched
Exchange Access Services include, but are not necessarily limited to: Feature
Group A, Feature Group B, Feature Group D, 800/888 access, and 900 access and
their successors or similar Switched Exchange Access services.

         1.34 "Synchronous Optical Network" or "SONET" means an optical
interface standard that allows inter-networking of transmission products from
multiple vendors. The base rate is 51.84 Mbps (OC-1/STS-1) and higher rates are
direct multiples of the base rate, up to 13.22 Gpbs.

         1.35 "Telephone Exchange Service" is as defined in the Act.

         1.36 "Wire Center" means an occupied structure or portion thereof in
which a Party has the exclusive right of occupancy and which serves as a Routing
Point for Switched Exchange Access Service.

2.0      INTERPRETATION AND CONSTRUCTION

         All references to Sections, Exhibits, Schedules, and Appendices shall
be deemed to be references to Sections of, and Exhibits, Schedules, and
Appendices to, this Agreement unless the context shall otherwise require. The
headings of the Sections are inserted for convenience of reference only and are
not intended to be a part of or to affect the meaning or interpretation of this
Agreement. Unless the context shall otherwise require, any reference to any
agreement, other instrument (including SWBT or other third party offerings,
guides or practices), statute, regulation, rule or tariff is to such agreement,
instrument, statute, regulation, rule or tariff as amended and supplemented from
time to time (and, in the case of a statute, regulation, rule or tariff, to any
successor provision). In the event of a conflict or discrepancy between the
provisions of this Agreement or the definitions contained herein and the Act, as
from time to time interpreted in the rules, as effective, the provisions and
definitions of the Act or such rules and regulations shall govern.

3.0      IMPLEMENTATION SCHEDULE AND INTERCONNECTION ACTIVATION DATES

         Subject to the terms and conditions of this Agreement, Interconnection
of the Parties' facilities and equipment pursuant to Sections 4.0, 5.0 and 6.0
for the transmission and routing of Telephone Exchange Service traffic and
Exchange Access traffic shall be established on or before the corresponding
"Interconnection Activation Date" shown for each such Metropolitan Exchange Area
on Appendix DCO attached hereto and incorporated by reference. Appendix DCO may
be revised and supplemented from time to time upon the mutual agreement of the
<PAGE>   13
                                                    GENERAL TERMS AND CONDITIONS
                                                                   PAGE 12 OF 48
                                                                      SWBT/Birch

Parties to reflect the Interconnection of additional Metropolitan Exchange Areas
pursuant to Section 4.6 by modifying or updating Appendix DCO.

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

         4.1      SCOPE

         This Section 4.0 describes the physical architecture for
Interconnection of the Parties' facilities and equipment for the transmission
and routing of Telephone Exchange Service traffic and Exchange Access traffic
pursuant to Section 251(c)(2) of the Act. Such Interconnections shall be equal
in quality to that provided by the Parties to themselves or to any subsidiary,
affiliate or Third Party, provided however, that nothing contained in this
Section shall be construed as limiting the duties otherwise imposed by Section
29. Appendix ITR attached hereto and incorporated by reference prescribes the
specific trunk groups (and traffic routing parameters) which will be configured
over the physical connections described in this Section 4.0 to provide the
facilities for the transmission and routing of Telephone Exchange Service
traffic (as described in Section 5.0), Exchange Access traffic (as described in
Section 6.0), LSV/BLI traffic (as described in sub-section 7.2).

         4.2      INTERCONNECTION COVERAGE SECTION 251(c)(2)(B) AND (C), 47
                  CFR SECTION51.305(A)(2)

         The Parties shall provide for interoperation of their networks that is
at least equal in quality to that provided by SWBT to itself or to any
subsidiary, affiliate, or any other party to which SWBT provides interconnection
and shall interconnect at any technically feasible point in their network as
stated below:

         4.2.1. Birch shall interconnect with SWBT's facilities as follows:

                  a.       In each SWBT exchange area in which Birch chooses to
                           offer local exchange service, Birch, at a minimum,
                           will interconnect its network facilities to: (a) a
                           SWBT access tandem(s), and (b) to either each SWBT
                           local tandem(s) or each SWBT end office(s) ("EO")
                           subtending that local tandem(s); or as the Parties
                           may otherwise agree. SWBT EOs and tandems through
                           which Birch will terminate its traffic will be called
                           SWBT Interconnection Wire Centers and are identified
                           in Appendix DCO. As Birch initiates Exchange Service
                           operations in additional SWBT exchange areas, SWBT
                           and Birch shall agree upon additional SWBT
                           Interconnection Wire Centers in each new exchange
                           area. Birch agrees that if SWBT establishes
                           additional tandems in an exchange area within which
                           Birch offers local exchange service, Birch will
                           interconnect to the additional tandems.

                  b.       Interconnection to a SWBT local tandem(s) will
                           provide Birch local 
<PAGE>   14
                                                    GENERAL TERMS AND CONDITIONS
                                                                   PAGE 13 OF 48
                                                                      SWBT/Birch

                           access to the SWBT end offices and NXXs which subtend
                           that tandem(s), and to other Local Exchange Carriers
                           ("LECs") (subject to sub-section 5.4) which are
                           connected to that tandem(s). Interconnection to SWBT
                           EO(s) will provide Birch access only to the NXXs
                           served by that individual EO(s) to which Birch
                           interconnects.

                  c.       Interconnection to a SWBT access tandem will provide
                           Birch interexchange access to SWBT, IXCs, LECs and
                           CRMS providers (subject to sub-section 7.3) which are
                           connected to that tandem. Where an access tandem also
                           provides local tandem functions, interconnection to a
                           SWBT access tandem serving that exchange will also
                           provide Birch access to SWBT's EOs with the same
                           functionality described in (b) above.

                  d.     Where Birch requires ancillary services (e.g.,
                         Directory Assistance, Operator Assistance, E911/911)
                         additional interconnection to SWBT's Interconnection
                         Wire Center(s) or special trunking will be required for
                         interconnection to such ancillary services.

         4.2.2. SWBT shall interconnect with Birch's facilities under terms and
conditions no less favorable than those identified in sub-section 4.2.1, above.

         4.3      METHODS FOR INTERCONNECTION

         Where the Parties interconnect, for the purpose of exchanging traffic
between networks, the Parties may use the following interconnection methods for
each Tandem and End Office identified in Appendix DCO making use of facilities
they own or lease from a third party or SWBT.

                  4.3.1 Physical Collocation Interconnection ("PCI") - Where
Birch provides fiber cable and connects to its equipment located in the SWBT
Wire Center. Birch owns and maintains Birch's equipment.

                  4.3.2 Virtual Collocation Interconnection ("VCI") - Where
Birch provides fiber cable to SWBT for connection to Birch-designated basic
transmission equipment dedicated solely for Birch's use, located in the SWBT
Interconnection Wire Center. SWBT owns and maintains the basic transmission
equipment at the SWBT Interconnection Wire Center. This option shall be
consistent with the terms of SWBT's virtual collocation tariff.

                  4.3.3 SONET-Based Interconnection ("SBI") - Where Birch
provides fiber cable to SWBT for connection to SWBT-designated basic
transmission equipment located at the SWBT Interconnection Wire Center and
dedicated solely for Birch's use. SWBT owns and maintains the basic transmission
equipment. This option shall be consistent with SWBT's SBI tariff.
<PAGE>   15
                                                    GENERAL TERMS AND CONDITIONS
                                                                   PAGE 14 OF 48
                                                                      SWBT/Birch

                  4.3.4 Leased Facility Interconnection ("LFI") - Where
facilities exist, either Party may lease facilities from the other Party.

                  4.3.5 Mid-span Fiber Interconnection ("NIM") - Where the
Parties agree to interconnect through SONET technology, using a Fujitsu
originating line terminating multiplexer fiber optic terminal ("FOT") details of
this architecture are addressed in Appendix NIM attached hereto and incorporated
by reference. This interconnection arrangement is limited to interconnecting
trunks.

                  4.3.6 Other interconnection methods, as negotiated by the
parties, which interconnect Birch's and SWBT's networks (1) for the transmission
and routing of telephone exchange traffic, exchange access traffic, or both; (2)
at any technically feasible point within SWBT's network including: (i) the
line-side of a local switch; (ii) the trunk-side of a local switch, (iii) the
trunk interconnection points for a tandem switch; (iv) central office
cross-connect points; (v) out-of-band signaling transfer points necessary to
exchange traffic at these points and access call related databases, and (vi) the
points of access to unbundled network elements; (3) that is a level of quality
that is equal to that which SWBT provides itself, a subsidiary, an affiliate, or
any other party. If Birch requests, and to the extent technically feasible, SWBT
shall negotiate interconnection that is superior or lesser in quality to that
provided by SWBT to itself or any subsidiary, affiliate, or any other party to
which the incumbent LEC provides interconnection. Birch may also request
additional interconnection methods through the Bona Fide Request process as
described in Appendix UNE.

         4.4 PHYSICAL ARCHITECTURE. Using one or more of the Interconnection
Methods described in Section 4.3 above, the Parties will agree on a physical
architecture plan. This plan will be documented within Appendix DCO. The Parties
agree to deploy one physical architecture plan per Metropolitan Serving Area.
The two architecture arrangements, End Point Meet and Mid-Point Meet, are
discussed below. Additional physical architectures, as yet undefined, may evolve
during the term of this Agreement. These future as yet undefined architectures
can be deployed if mutually agreed upon or secured through the Bona Fide Request
process.

                  4.4.1 End Point Meet. Using the "End Point Meet" architecture,
the Parties will establish transport facilities from their own Central Office(s)
to the other party's Central Office(s) utilizing any method of interconnection
described in Section 4.3 above. Unless otherwise mutually agreed upon, each
Party will use its own transport facilities to provide its trunking as set forth
in Appendix ITR. Each Party will be responsible for the appropriate sizing,
operation, and maintenance of its own transport facilities. If initially
deployed as an End Point Architecture, the deployment architecture may be
migrated or groomed, upon mutual agreement, to a Mid-Point Meet architecture.

                  4.4.2 Mid-Point Meet. Using the Mid-Point Meet architecture,
the Parties will agree upon a Point of Interconnection (POI). The POI functions
as a demarcation point for each Party. Each Party is responsible to transport
all trunking to its side of the POI utilizing any 
<PAGE>   16
                                                    GENERAL TERMS AND CONDITIONS
                                                                   PAGE 15 OF 48
                                                                      SWBT/Birch

method of interconnection described in Section 4.3 above. Each Party is
responsible for the appropriate sizing, operation, and maintenance of the
transport facility and trunking to the POI.

                           4.4.2.1 A second POI can be established to eliminate
a "single point of failure" when mutually agreed upon. The establishment of the
second POI should not require additional or increased trunking or facilities of
either Party. Trunking from the initial POI will be groomed or augmented to the
second POI upon mutual agreement.

                           4.4.2.2 When required, based on guidelines
established pursuant to Appendix ITR, either Party may trunk directly to the
other Party's EO. If the Party is virtually or physically collocated to the EO,
then that collocation will be designated a POI. This collocation will be used
for the transport of direct EO trunking, in addition to other uses. The
collocated Party is responsible for the appropriate sizing, operation, and
maintenance of the transport facility. In the instance where the Party is not
collocated, the EO trunk group will be handed off at the original POI and both
Parties will be responsible for the transport facility on their side of that
POI.

                           4.4.2.3 Unless otherwise mutually agreed upon, when
Mid-Point Meet architecture has been deployed, it will remain as the
architecture of choice during the term of this Agreement.

         4.5      TECHNICAL SPECIFICATIONS

                  4.5.1 Birch and SWBT shall work cooperatively to install and
maintain a reliable network. Birch and SWBT shall exchange appropriate
information (e.g., maintenance contact numbers, network information, information
required to comply with law enforcement and other security agencies of the
Government and such other information as the Parties shall mutually agree) to
achieve this desired reliability.

                  4.5.2 Birch and SWBT shall work cooperatively to apply sound
network management principles by invoking network management controls to
alleviate or to prevent congestion.

                  4.5.3 Technical Publications describe the practices,
procedures, specifications and interfaces generally utilized by SWBT, are listed
in Appendix TP attached hereto and incorporated by reference. Appendix TP will
herein assist the Parties in meeting their respective Interconnection
responsibilities. Copies of the publications listed in Appendix TP have been or
shall be provided to Birch by SWBT.

         4.6      INTERCONNECTION IN ADDITIONAL METROPOLITAN EXCHANGE AREAS

                  4.6.1 If Birch decides to offer Telephone Exchange Services in
any Metropolitan Exchange and Areas in which SWBT also offers Telephone Exchange
Services, Birch shall provide written notice to SWBT of the need to establish
Interconnection in such 
<PAGE>   17
                                                    GENERAL TERMS AND CONDITIONS
                                                                   PAGE 16 OF 48
                                                                      SWBT/Birch

Metropolitan Exchange Areas pursuant to this Agreement.

                  4.6.2 The notice provided in Section 4.6.1 shall include: (i)
the initial Routing Point Birch has designated in the Metropolitan Exchange
Area; (ii) Birch's requested Interconnection Activation Date; and (iii) a
non-binding forecast of Birch's trunking requirements.

                  4.6.3 Unless otherwise agreed by the Parties, the Parties
shall designate the Wire Center that Birch has identified as its initial Routing
Point in the Metropolitan Exchange Area as Birch Interconnection Wire Center
(IWC) in that Metropolitan Exchange Area and shall designate the SWBT Tandem
Office Wire Center within the Metropolitan Exchange Area nearest to the IWC (as
measured in airline miles utilizing the V&H coordinates method) as the SWBT
Interconnection Wire Center (SIWC) in that Metropolitan Exchange Area.

                  4.6.4 Unless otherwise agreed by the Parties, the
Interconnection Activation Date in each new Metropolitan Exchange Area shall be
the one-hundred and fiftieth (150th) day following the date on which Birch
delivered notice to SWBT of the need to establish Interconnection pursuant to
Section 4.6.1 above. Within ten (10) business days of SWBT's receipt of Birch's
notice, SWBT and Birch shall confirm their respective Wire Centers to be
Interconnected and the Interconnection Activation Date for the new Metropolitan
Exchange Area by attaching a supplementary schedule to Appendix DCO.


5.0      TRANSMISSION AND ROUTING OF TELEPHONE EXCHANGE SERVICE TRAFFIC PURSUANT
         TO SECTION 251(c)(2)(D); 252(d)(1) AND (2); 47 CFR SECTION 51.305(a)(5)

         5.1      SCOPE OF TRAFFIC

         This Section 5.0 prescribes parameters for Traffic Exchange trunk
groups the Parties shall establish over the Interconnections specified in
Section 4.0. The Parties shall allow for the Traffic Exchange trunk groups
specified in this Section 5.0 and in Appendix ITR for the transmission and
routing of all Local and IntraLATA Toll Traffic between the Parties' respective
Telephone Exchange Service end users.

                  5.1.1 For purposes of compensation under this Agreement, the
telecommunications traffic traded between Birch and SWBT will be classified as
either Local Traffic, Transit Traffic, Optional Calling Area Traffic), IntraLATA
Interexchange Traffic, InterLATA Interexchange Traffic, or FGA Traffic. The
compensation arrangement for the joint provision of Feature Group A (FGA)
Services is covered in Appendix FGA, attached hereto and incorporated herein by
reference. The Parties agree that, notwithstanding the classification of traffic
under this Agreement, either Party is free to define its own "local" calling
area(s) for purposes of its provision of Telecommunications Services to its end
users.
<PAGE>   18
                                                    GENERAL TERMS AND CONDITIONS
                                                                   PAGE 17 OF 48
                                                                      SWBT/Birch

                  5.1.2 Calls originated by one Party's end user and terminated
to the other Party's end user will be classified as "Local Traffic" under this
Agreement if the call: (i) originates and terminates in the same SWBT exchange
area; or (ii) originates and terminates within different SWBT Exchanges that
share a common mandatory local calling area, e.g., mandatory Extended Area
Service (EAS), mandatory Extended Local Calling Service (ELCS), or other like
types of mandatory expanded local calling scopes.

THE PARTIES DISAGREE AS TO WHETHER RECIPROCAL COMPENSATION SHOULD APPLY TO ISP
TRAFFIC AND WHAT LANGUAGE, IF ANY, SHOULD ADDRESS THAT ISSUE.

         5.2      RESPONSIBILITIES OF THE PARTIES

                  5.2.1 Each Party to this Agreement will be responsible for the
accuracy and quality of its data as submitted to the respective Parties
involved.

                  5.2.2 Each Party will include in the information transmitted
to the other for each call being terminated on the other's network (where
available), the originating Calling Party Number (CPN).

                  5.2.3 If the percentage of calls passed with CPN is greater
than ninety percent (90%), all calls exchanged without CPN information will be
billed as either Local Traffic or IntraLATA Toll Traffic in direct proportion to
the minutes of use (MOU) of calls exchanged with CPN information. If the
percentage of calls passed with CPN is less than ninety percent (90%), the
Parties shall meet to ascertain the source of the problem and correct it. The
Parties shall work together to rate correctly all calls passed without CPN.
Where CPN is not passed and no valid technical reason exists for the failure to
pass CPN, the Parties will bill switched access.

                  5.2.4 The type of originating calling number transmitted
depends on the protocol of the trunk signaling used for interconnection.
Traditional toll protocol will be used with Multi-Frequency (MF) signaling, and
ANI will be sent from the originating Party's end office switch to the
terminating Party's tandem or end office switch.

                  5.2.5 Where one Party is passing CPN but the other party is
not properly receiving information, the Parties will cooperate to rate the
traffic correctly.

         5.3      RECIPROCAL COMPENSATION FOR TERMINATION OF LOCAL TRAFFIC

                  5.3.1 The Compensation set forth below will apply to all Local
Traffic as defined in sub-section 5.1.2 of this Agreement.

                  5.3.2    Applicability of Rates

                           i)       The rates, terms, conditions in this Section
                                    5.3 apply only to the termination of Local
                                    Traffic, except as explicitly noted.
<PAGE>   19
                                                    GENERAL TERMS AND CONDITIONS
                                                                   PAGE 18 OF 48
                                                                      SWBT/Birch

                           ii)      The Parties agree to compensate each other
                                    for the termination of Local Traffic on a
                                    minute of use (MOU) basis.

                   5.3.3   Rate Elements

                           5.3.3.1 A Tandem Served rate element is applicable to
Tandem Routed Local Traffic on a terminating local MOU basis and includes
compensation for the following sub-elements:

                                      i) Tandem Switching - compensation for the
                                      use of tandem switching functions.

                                      ii) Tandem Transport - compensation for
                                      the transmission facilities between the
                                      local tandem and the end offices
                                      subtending that tandem.

                                      iii) End Office Switching - compensation
                                      for the local EO office switching and line
                                      termination functions necessary to
                                      complete the transmission.

                           5.3.3.2 An End Office Served rate element applies to
direct-routed Local Traffic on a terminating local MOU basis and includes
compensation for End Office Switching. This includes direct-routed Local Traffic
that terminates to offices that have combined tandem and End Office functions.

                   5.3.4   Local Traffic Interconnection Rates


                             Serving Method           Prices Per MOU
                             --------------           --------------
                             Tandem Served            $.00975
                             End Office Served        $.00720


         5.4      RECIPROCAL COMPENSATION FOR TRANSIT TRAFFIC

                  5.4.1 Transit Traffic allows one Party to send traffic to a
third party network through the other Party's tandem. A Transit Traffic rate
element applies to all MOUs between a Party and third party networks that
transit the other Party's tandem switch. The originating Party is responsible
for the appropriate rates unless otherwise specified. The Transit Traffic rate
element is only applicable when calls do not originate with (or terminate to)
the transit Party's end user. The two categories of Transit Traffic are: i)
Local, and ii) Optional Area. The following details when each element applies:

                           i)      The Local Transit Traffic rate element
                                   applies when both the 
<PAGE>   20
                                                    GENERAL TERMS AND CONDITIONS
                                                                   PAGE 19 OF 48
                                                                      SWBT/Birch
 
                                   originating and terminating end users are
                                   within SWBT local and mandatory exchanges.

                           ii)     The Optional Area Transit Traffic rate
                                   element applies when one end user is in a
                                   SWBT optional exchange which is listed in
                                   Appendix Map and the other end user is within
                                   the SWBT local or mandatory exchanges. The
                                   Parties agree also to apply the Optional Area
                                   Transit rate to traffic terminating to third
                                   party incumbent LECs that share a common
                                   mandatory local calling area with all SWBT
                                   exchanges included in a specific metropolitan
                                   exchange area. ILEC mandatory exchanges are
                                   listed in Appendix Map.

                           5.4.1.1 The Parties acknowledge that traffic
         originated in third party incumbent LEC mandatory exchange areas as
         listed in Appendix Map, which is attached hereto and incorporated by
         reference, may traverse the SWBT tandem and terminate in other third
         party LEC exchange areas. Although direct connections could be used for
         this traffic, SWBT agrees to transit this traffic for the rate of
         $0.006 per MOU if the other LEC exchanges share a common mandatory
         local calling area with all SWBT exchanges included in a specific
         exchange area.

                             Type of Transit Traffic        Prices Per MOU
                             -----------------------        --------------
                             Local Transit                  $0.003
                             Optional Area Transit          $0.004


                  5.4.2 All other traffic which transits a tandem shall be
treated as Meet-Point Billing Traffic as described in Section 5.6 below or as
intraLATA interexchange traffic as described in Section 5.5.3 below, unless
otherwise agreed.

                  5.4.3 If transit traffic is passed by Birch without authority
from a third party, SWBT shall transit such traffic and Birch shall be
responsible for reimbursing SWBT for any terminating compensation SWBT may be
required to pay as a result of transiting such traffic. Birch shall indemnify
SWBT for such terminating compensation. Traffic originated by a third party and
transiting SWBT's network shall be terminated to Birch and Birch shall be
responsible for obtaining compensation from such third party, at its discretion.



<PAGE>   21
                                                    GENERAL TERMS AND CONDITIONS
                                                                   PAGE 20 OF 48
                                                                      SWBT/Birch



         5.5      RECIPROCAL COMPENSATION FOR TERMINATION OF INTRALATA
                  INTEREXCHANGE TRAFFIC

                  5.5.1 Optional Calling Area Compensation (OCA) - For the SWBT
optional calling areas listed in Appendix Map, the compensation for termination
of intercompany traffic will be at a rate of $0.0160 per MOU. This terminating
compensation rate applies to all traffic to and from the exchange(s) listed in
Appendix Map, and the associated metropolitan area. This rate is independent of
any retail service arrangement established by either Party.

                  5.5.2 The Parties also agree to apply the OCA compensation
rate $0.0160 per MOU for traffic terminating to Birch end users in other
incumbent LEC exchange that share a common mandatory local calling area with all
SWBT exchanges that are included in the metropolitan exchange area. Appendix Map
lists the shared mandatory local calling areas. This rate is independent of any
retail service arrangement established by either Party to their respective end
users.

                  5.5.3 For intrastate intraLATA interexchange service traffic,
compensation for termination of intercompany traffic will be at terminating
access rates for Message Telephone Service (MTS) and originating access rates
for 800 Service, including the Carrier Common Line (CCL) charge, as set forth in
each Party's Intrastate Access Service Tariff. For interstate intraLATA
intercompany service traffic, compensation for termination of intercompany
traffic will be at terminating access rates for MTS and originating access rates
for 800 Service including the CCL charge, as set forth in each Party's
interstate Access Service Tariff.

         5.6      COMPENSATION FOR ORIGINATION AND TERMINATION OF SWITCHED
                  ACCESS SERVICE TRAFFIC TO OR FROM AN IXC (MEET-POINT BILLING
                  (MPB) ARRANGEMENTS)

                  5.6.1 For interLATA traffic and for intraLATA traffic (e.g.
dial around) to or from an IXC, compensation will be at access rates as set
forth in each Party's own applicable access tariffs.

                  5.6.2 The Parties will establish MPB arrangements in order to
provide Switched Access Services to IXCs via SWBT's access tandem switch in
accordance with the MPB guidelines adopted by and contained in the Ordering and
Billing Forum's MECOD and MECAB documents. Birch's Meet Points with SWBT shall
be those identified in Appendix DCO and any supplements thereto.

                  5.6.3 Billing to IXCs for the Switched Exchange Access
Services jointly provided by the Parties via Meet-Point Billing arrangement
shall be according to the multiple bill/single tariff method. As described in
the MECAB document, each Party will render a bill in accordance with its own
tariff for that portion of the service it provides. For the purpose of this
Agreement, Birch is the Initial Billing Company (IBC) and SWBT is the Subsequent
Billing Company (SBC). The assignment of revenues, by rate element, and the
Meet-Point Billing percentages applicable to this Agreement are set forth in
Appendix DCO. The actual rate values 
<PAGE>   22
                                                    GENERAL TERMS AND CONDITIONS
                                                                   PAGE 21 OF 48
                                                                      SWBT/Birch

for each element shall be the rates contained in that Party's own applicable
access tariffs.

                  5.6.4 The Parties will maintain provisions in their respective
federal and state access tariffs, or provisions within the National Exchange
Carrier Association (NECA) Tariff No. 4, or any successor tariff, sufficient to
reflect this MPB arrangement, including MPB percentages.

                  5.6.5 As detailed in the MECAB document, the Parties will, in
accordance with accepted time intervals, exchange all information necessary to
accurately, reliably and promptly bill third Parties for Switched Access
Services traffic jointly handled by the Parties via the Meet Point Arrangement.
Each Party reserves the right to charge the other Party for the
recording/processing functions it performs pursuant to the terms and conditions
of Appendix Recording attached hereto and incorporated by reference. Information
shall be exchanged in Exchange Message Record (EMR) format, on magnetic tape or
via a mutually acceptable electronic file transfer protocol.

                  5.6.6 Initially, billing to IXCs for the Switched Access
Services jointly provided by the parties via the MPB arrangement will be
according to the multiple bill single tariff method, as described in the MECAB
document. Each Party will render a bill to the IXC in accordance with its own
tariff for that portion of the service it provides. Each Party will bill its own
network access service rates to the IXC. The residual interconnection charge
(RIC), if any, will be billed by the Party providing the End Office function.

                  5.6.7 Meet-Point Billing shall also apply to all jointly
provided MOU traffic bearing the 900, 800, and 888 NPAs or any other
non-geographic NPAs which may likewise be designated for such traffic in the
future where the responsible party is an IXC. When SWBT performs 800 database
queries, SWBT will charge the provider of the Signaling Service Point for the
database query in accordance with standard industry practices.

                  5.6.8 Each Party shall coordinate and exchange the billing
account reference ("BAR") and billing account cross reference ("BACR") numbers
for the Meet Point Billing service. Each Party shall notify the other if the
level of billing or other BAR/BACR elements change, resulting in a new BAR/BACR
number.

                  5.6.9 Each Party will provide the other with the Exchange
Access detailed usage data within thirty (30) days of the end of the billing
period. SWBT will perform assembly and editing, messages processing and
provision of Access Usage Records in accordance with Appendix Recording,
attached hereto and incorporated by reference. Each Party will provide to the
other the Exchange Access summary usage data within ten (10) working days after
the date that a bill is rendered to the IXC by the initial Party. To the extent
Birch provides SWBT with Access Usage Records, SWBT will compensate Birch on the
same terms as Birch compensates SWBT per Appendix Recording. SWBT acknowledges
that currently there is no charge for Summary Usage Data Records but that such a
charge may be appropriate. At Birch's request, SWBT will negotiate a mutual and
reciprocal charge for provision of Summary Usage Data
<PAGE>   23
                                                    GENERAL TERMS AND CONDITIONS
                                                                   PAGE 22 OF 48
                                                                      SWBT/Birch


Records.

                  5.6.10 Errors may be discovered by Birch, the IXC or SWBT.
Both SWBT and Birch agree to provide the other Party with notification of any
discovered errors within two (2) business days of the discovery.

                  5.6.11 In the event of a loss of data, both Parties shall
cooperate to reconstruct the lost data within sixty (60) days of notification
and if such reconstruction is not possible, shall accept a reasonable estimate
of the lost data, based upon no more than three (3) to twelve (12) months of
prior usage data, if available.

         5.7      BILLING ARRANGEMENTS FOR COMPENSATION FOR TERMINATION OF
                  INTRALATA, LOCAL, TRANSIT, AND OPTIONAL CALLING AREA TRAFFIC

                  5.7.1 Other than for traffic described in sub-section 5.6
above, each Party shall deliver monthly settlement statements for terminating
the other Party's traffic based on the following:

                           5.7.1.1 Each Party shall, unless otherwise agreed,
adhere to the detailed technical descriptions and requirements for the
recording, record exchange, and billing of traffic using the guidelines as set
forth in the Technical Exhibit Settlement Procedures (TESP), previously provided
by SWBT to Birch. Reference to this technical publication is included in
Appendix TP.

                           (a)       Where Birch has direct/high usage trunks to
                                     a SWBT end office with overflow trunking
                                     through a SWBT tandem, billing for the
                                     Tandem Traffic will be calculated as
                                     follows:

                                     Total Originating MOUs Recorded By Birch
                                     Less Direct End Office Terminating MOUs
                                     Recorded By SWBT Equals Total MOUs To Be
                                     Compensated As Tandem Traffic.

                           (b)       Where Birch has direct/high usage trunks to
                                     a third party with overflow trunking
                                     through a SWBT tandem, Birch must
                                     differentiate the originating MOU records
                                     for the Parties to ascertain how many MOUs
                                     should be compensated as Transit Traffic.
                                     If Birch is unable to so differentiate the
                                     originating MOU records, the Parties shall
                                     mutually agree upon a surrogate method for
                                     calculating Transit Traffic charges owed to
                                     SWBT.

                           5.7.1.2 On a monthly basis, each Party will record
its originating MOU including identification of the originating and terminating
NXX for all intercompany calls.

                           5.7.1.3 Each Party will transmit the summarized
originating MOU 
<PAGE>   24
                                                    GENERAL TERMS AND CONDITIONS
                                                                   PAGE 23 OF 48
                                                                      SWBT/Birch

from Section 5.7.1.1 above to the transiting and/or terminating Party for
subsequent monthly intercompany settlement billing.

                           5.7.1.4 Bills rendered by either Party will be paid
within thirty (30) days of receipt subject to subsequent audit verification.

                           5.7.1.5 MOUs for the rates contained herein will be
measured in seconds by call type, and accumulated each billing period into one
(1) minute increments for billing purposes in accordance with industry rounding
standards.

                           5.7.1.6 Each Party will multiply the tandem routed
and end office routed terminating MOUs by the appropriate rate contained in this
Section to determine the total monthly billing to each Party.

         5.8      COMPENSATION FOR "PORTING" OPTIONAL CALLING AREA NUMBERS

         In those instances where an Optional Calling Area telephone number is
ported, Birch will compensate SWBT $12.40 monthly, per ported number.

         5.9      COMPENSATION FOR PORTED TRAFFIC

         The Parties agree that under INP, the net terminating compensation on
calls to INP numbers will be received by each end user's chosen local service
provider as if each call to the end user had been originally addressed by the
caller to a telephone number bearing an NPA-NXX directly assigned to the end
user's chosen local service provider. In order to accomplish this objective
where INP is employed, the Parties shall utilize the process set forth below (or
other mutually developed and agreed to arrangement) whereby the net terminating
compensation on calls subject to INP will be passed from the Party (the
"Performing Party") which performs the INP to the other Party (the "Receiving
Party") for whose end user the INP is provided.

                  5.9.1 The Parties will treat all ported calls as two separate
call segments in the interLATA and intraLATA access billing and local
interconnection settlement billing systems.

                  5.9.2 The Performing Party will quantify the total monthly
terminating ported minutes of use to the Receiving Party by each Performing
Party's end office.

                  5.9.3 The Performing Party will quantify the total monthly
interstate, intrastate, and local minutes of use in those Performing Party's end
offices in accordance with Section 5.9.2 above in order to determine the
jurisdictional percentages. The Receiving party shall have the right to audit
those percentages, not to exceed once per quarter. The Performing Party shall
provide the Receiving Party with detailed summary reporting on a total calling
area basis each month.

                  5.9.4 Each month, using the percentages developed pursuant to
Section 5.9.3 
<PAGE>   25
                                                    GENERAL TERMS AND CONDITIONS
                                                                   PAGE 24 OF 48
                                                                      SWBT/Birch

above, the Performing Party will calculate by end office the interstate and
intrastate access adjustment amounts from the initial billing amounts under
Section 5.9.1 for subsequent payment to the Receiving party. This adjustment
will be based on the Performing Party's interstate and intrastate access rates
utilizing the applicable rate elements, i.e., carrier common line (CCL),
residual interconnection charge (RIC), local switching (LS), local transport
termination (LTT), and local transport facility (LTF).

                  5.9.5 Each month the Performing Party will calculate a local
interconnection settlement billing credit related to the interstate and
intrastate (non-local) ported calls from the initial billing amounts under
Section 5.9.1. The billing credit for these non-local calls will be included
with the calculation under Section 5.9.4 for subsequent reimbursement to the
Performing Party on a net payment basis by the Receiving Party.

                  5.9.6 Each month, the Performing Party will calculate an
Optional EAS settlement additive payable to the Receiving Party applicable to
the nontoll ported volumes remaining after the computations under Sections
5.9.3, 5.9.4, and 5.9.5. This will be based on the monthly relationship of Local
and Optional EAS volumes of nonported Traffic that the Performing Party
originates to the Receiving Party. The EAS settlement additive will be included
with the calculations under 5.9.4 for subsequent reimbursement to the Receiving
Party by the Performing Party.

                  5.9.7 The net terminating compensation will be reflective of
the following:

                           (Local Traffic times the Reciprocal Compensation
                           Rate) plus (Optional EAS traffic times the Optional
                           EAS compensation rate) plus (Intrastate Access
                           Traffic times SWBT's applicable intrastate access
                           rates) plus (Interstate Access Traffic times SWBT's
                           applicable interstate access rates).

6.0      TRANSMISSION AND ROUTING OF EXCHANGE ACCESS TRAFFIC PURSUANT TO
         251(c)(2)

         6.1      SCOPE OF TRAFFIC

         Section 6.0 prescribes parameters for certain trunk groups ("Access
Toll Connecting Trunks") to be established over the Interconnections specified
in Section 4.0 above, for the transmission and routing of Exchange Access
traffic between Birch Telephone Exchange Service end users and IXCs via a SWBT
access tandem.

         6.2      TRUNK GROUP ARCHITECTURE AND TRAFFIC ROUTING

                  6.2.1 The Parties shall jointly establish Access Toll
Connecting Trunks as described in Appendix ITR, by which will jointly provide
tandem-transported Switched 
<PAGE>   26
                                                    GENERAL TERMS AND CONDITIONS
                                                                   PAGE 25 OF 48
                                                                      SWBT/Birch

Exchange Access Services to IXCs to enable Birch's end users to originate and
terminate traffic to/from such IXCs.

                  6.2.2 Access Toll Connecting Trunks shall be used solely for
the transmission and routing of Switched Exchange Access to allow Birch end
users to originate and terminate traffic to/from any IXCs which is connected to
a SWBT Access Tandem. In addition, the trunks shall be used to allow Birch's end
users to connect to, or be connected to, the 800 Services of any
Telecommunications Carrier connected to the SWBT Access Tandem.

7.0      TRANSPORT AND TERMINATION OF OTHER TYPES OF TRAFFIC

         7.1      INFORMATION SERVICES TRAFFIC

                  7.1.1 At such time as the Parties agree to route intraLATA
Information Services Traffic to one another, they shall agree to exchange rating
and billing information to effectively allow the Parties to bill their end users
and to charge reciprocal rates.

         7.2      LINE STATUS VERIFICATION (LSV)/BUSY LINE INTERRUPT (BLI)
                  TRAFFIC

                  7.2.1 Each Party's operator bureau shall accept LSV and BLI
inquiries from the operator bureau of the other Party in order to allow
transparent provision of LSV/BLI Traffic between the Parties' networks. Only one
LSV attempt will be made per end user operator bureau call, and the applicable
charge shall apply whether or not the line is busy at the time of verification
or if the called party agrees to release the line. Only one BLI attempt will be
made per end user operator telephone call, and the applicable charge shall apply
whether or not the line is in use at the to time of interrupt or the called
party releases the line.

                  7.2.2 Each Party shall route LSV/BLI Traffic inquiries between
the Parties' respective operator bureaus over trunks described in Appendix ITR.

         7.3      WIRELESS TRAFFIC

                  7.3.1 Appendix Wireless, attached hereto and incorporated by
reference sets forth the terms and conditions under which the Parties will
distribute revenue from their joint provision of Wireless Interconnection
Service for mobile to landline traffic terminating through the Parties'
respective wireline switching networks within a LATA. Appendix Wireless shall be
applicable to such traffic until one Party enters into an interconnection
agreement with a CMRS provider at which time Appendix Wireless shall no longer
be applicable between the Parties with respect to such CMRS providers. Once
SWBT's currently pending wireless interconnection tariff amendment becomes
effective Appendix Wireless shall no longer apply for any CMRS providers,
regardless of whether a Party has entered into an interconnection agreement with
any such provider. At such time, intraMTA Wireless Interconnection Service
traffic from mobile to landline destined for a third party shall be treated as
transit traffic; interMTA traffic shall be treated as toll.
<PAGE>   27
                                                    GENERAL TERMS AND CONDITIONS
                                                                   PAGE 26 OF 48
                                                                      SWBT/Birch

                  7.3.2 Traffic from landline to mobile where either Party
transits such traffic for the party on whose network the traffic originated
shall be treated as transit traffic under Section 5.4. The originating Party
agrees to indemnify the transiting Party for any claims of compensation that may
be made by the CMRS provider against the transiting Party regarding compensation
for such traffic.

                  7.3.3 When traffic is originated by either Party to a CMRS
Provider, and the traffic cannot be specifically identified as wireless traffic
for purposes of compensation between SWBT and Birch, the traffic will be rated
either as Local, Optional or Access and the appropriate compensation rate shall
be paid by the originating Party to the transiting Party.

8.0      SIGNALING

         8.1 The SWBT signaling publications that describe the practices,
procedures and specifications generally utilized by SWBT for signaling purposes
are listed in Appendix TP which is attached hereto and incorporated herein. A
copy of these publications has been provided to Birch.

         8.2 The Parties will cooperate on the exchange of Transactional
Capabilities Application Part (TCAP) messages to facilitate interoperability of
CCS-based features between their respective networks, including all CLASS
features and functions, to the extent each Party offers such features and
functions to its end users. All CCS signaling parameters will be provided
including, without limitation, calling party number (CPN), originating line
information (OLI), calling party category and charge number.

9.0      NUMBERING

         9.1 Nothing in this Agreement shall be construed to limit or otherwise
adversely impact in any manner either Party's right to employ or to request and
be assigned any North American Numbering Plan (NANP) number resources including,
but not limited to, central office (NXX) codes pursuant to the Central Office
Code Assignment Guidelines(1), or to establish, by tariff or otherwise,
Exchanges and Rating Points corresponding to such NXX codes. Each Party is
responsible for administering the NXX codes it is assigned.

         9.2 At a minimum, in those Metropolitan Exchange Areas where Birch
intends to provide local exchange service, Birch shall obtain a separate NXX
code for each SWBT exchange or group of exchanges that share a common mandatory
calling scope as defined in SWBT tariffs. This will enable Birch and SWBT to
identify the jurisdictional nature of traffic 

--------
1 Last published by the Industry Numbering Committee ("INC") as INC 95-0407-008,
Revision 4/7/95, formerly ICCF 93-0729-010.
<PAGE>   28
                                                    GENERAL TERMS AND CONDITIONS
                                                                   PAGE 27 OF 48
                                                                      SWBT/Birch

for intercompany compensation until such time as both Parties have implemented
billing and routing capabilities to determine traffic jurisdiction on a basis
other than NXX codes.

         9.3 Each Party agrees to make available to the other, up-to-date
listings of its own assigned NPA-NXX codes, along with associated Rating Points
and Exchanges.

         9.4 To the extent SWBT serves as Central Office Code Administrator for
a given region, SWBT commits to treat Birch requests for assignment of central
office code(s) in a neutral and nondiscriminatory manner, consistent with
regulatory requirements, and (NXX) Central Office Code Assignment Guidelines.

         9.5 Each Party is responsible to program and update its own switches
and network systems to recognize and route traffic to the other Party's assigned
NXX codes at all times. Neither Party shall impose fees or charges on the other
Party for such required programming and updating activities.

         9.6 Each Party is responsible to input required data into the Routing
Data Base Systems (RDBS) and into the Bellcore Rating Administrative Data
Systems (BRADS) or other appropriate system(s) necessary to update the Local
Exchange Routing Guide (LERG), unless negotiated otherwise.

         9.7 Upon the request of Birch, SWBT shall perform LERG input for Birch.
Birch agrees to pay SWBT the sum of $110 per NXX in exchange for SWBT's input of
required data necessary to update the Local Exchange Routing Guide (LERG) on
Birch's behalf. SWBT shall not be liable for any losses or damages arising out
of errors, defects, or failures associated with the input of Birch's data into
the LERG, except for gross negligence or willful misconduct.

         9.8 Neither Party is responsible for notifying the other Parties' end
users of any changes in dialing arrangements, including those due to NPA
exhaust, unless otherwise ordered by the Commission, the FCC, or a court.

         9.9 NXX Migration. Where either Party has activated an entire NXX for a
single end user, or activated more than half of an NXX for a single end user
with the remaining numbers in that NXX either reserved for future use or
otherwise unused, if such end user chooses to receive service from the other
Party, the first Party shall cooperate with the second Party to have the entire
NXX reassigned in the LERG (and associated industry databases, routing tables,
etc.) to an End Office operated by the second Party. Such transfer will require
development of a transition process to minimize impact on the Network and on the
end user(s)' service and will be subject to appropriate industry lead times
(currently forty-five (45) days) for movements of NXXs from one switch to
another. The Party to whom the NXX is migrated will pay NXX migration charges of
$10,000 per NXX to the Party formerly assigned the NXX.



10.0 RESALE -- SECTIONS 251(b)(1); 251(c)(4); AND 252(d)(3)
<PAGE>   29
                                                    GENERAL TERMS AND CONDITIONS
                                                                   PAGE 28 OF 48
                                                                      SWBT/Birch

         10.1 AVAILABILITY OF SWBT RETAIL TELECOMMUNICATIONS SERVICES FOR RESALE

         Unless and until the Parties shall enter into a resale agreement that
will be an Appendix to this Agreement, SWBT shall offer to Birch for resale at
wholesale rates its Telecommunications Services, as described in Section
251(c)(4) of the Act, pursuant to the terms and conditions of a separate resale
agreement entered into between the Parties and filed with the Commission.

         10.2 AVAILABILITY OF BIRCH RETAIL TELECOMMUNICATION SERVICES FOR RESALE

         Birch shall make available its Telecommunications Services for resale
at wholesale rates to SWBT in accordance with Section 251(b)(1) of the Act.

11.0     UNBUNDLED NETWORK ELEMENTS -- SECTIONS 251(c)(3)

         11.1 Pursuant to Appendix UNE, which is offered to Birch pursuant to
Section 252(i) of the Act and which is based upon the SWBT/ACSI Interconnection
Agreement, and is attached hereto and made a part hereof, SWBT will provide the
Birch access to unbundled network elements for the provision of a
telecommunication service as required by Sections 251 and 252 of the Act and in
compliance with those portions of the FCC's First Report and Order in CC Docket
No. 96-98 that are in effect, subject to any modifications on reconsideration,
stay or appeal, under the terms and conditions described herein and in the
attachments hereto. Birch agrees to provide access to network elements to SWBT
under the same terms, conditions and prices contained herein. Appendix UNE is
expressly subject to Section 31.18, in light of the July 17, 1997 opinion of the
Eighth Circuit Court of Appeals in Case No. 96-3321.

12.0     NOTICE OF CHANGES -- SECTION 251(c)(5)

         Nothing in this Agreement shall limit either Party's ability to upgrade
its network through the incorporation of new equipment, new software or
otherwise. If a Party makes a change in its network which it believes will
materially affect the interoperability of its network with the other Party, the
Party making the change shall provide at least ninety (90) days advance written
notice of such change to the other Party. The Party upgrading its network shall
be solely responsible for the cost and effort of accommodating such changes in
its own network. Notwithstanding the foregoing, if either Party establishes
additional tandems in an exchange area in which the other Party offers local
exchange service, that Party will provide the other Party with not less than
one-hundred eighty (180) days' advance notification of same, and with greater
notification when practicable. Both Parties agree to coordinate interconnection
matters consistent with the requirements of the Americans with Disabilities Act
(42 U.S.C. 12101) and with Sections 255 and 256 of the Act. In addition, the
Parties will comply with the Network Disclosure rules adopted by the FCC in CC
Docket No. 96-98, Second Report and Order, as may be amended from time to time.

13.0     COLLOCATION -- SECTION 251(c)(6)
<PAGE>   30
                                                    GENERAL TERMS AND CONDITIONS
                                                                   PAGE 29 OF 48
                                                                      SWBT/Birch

         13.1 SWBT shall provide to Birch Physical Collocation space necessary
for Interconnection (pursuant to Section 4.0 of this Agreement) or access to
Network Elements on an unbundled basis except that SWBT may provide for Virtual
Collocation if SWBT demonstrates that Physical Collocation is not practical for
technical reasons or because of space limitations, as provided in Section
251(c)(6) of the Act. SWBT shall provide such Collocation for the purpose of
Interconnection or access to Network Elements on an unbundled basis, except as
otherwise mutually agreed to in writing by the Parties or as required by the FCC
or the appropriate Commission, subject to applicable federal and state tariffs.

         13.2 Except as otherwise ordered by the Commission or the FCC, or as
mutually agreed to by Birch and SWBT, Physical Collocation shall be available at
a Central Office Switch location classified as an end office location, a serving
wire center, a tandem office location, or a remote node that serves as a rating
point for special access or switched access transport.

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

         14.1 The Parties shall provide to each other Interim Number Portability
(INP) on a reciprocal basis. Pursuant to the provisions in the Act, and in
accordance with the terms and conditions outlined in Appendix PORT, which is
attached hereto and incorporated herein, SWBT will provide Birch Interim Number
Portability through Remote Call Forwarding and Direct Inward Dialing technology
until Permanent Number Portability is implemented.

         14.2 Once Permanent Number Portability is implemented, either Party may
withdraw, at any time and at its sole discretion, its INP offerings, subject to
thirty (30) day's advance notice to the other Party to allow the seamless and
transparent conversion of INP end user numbers to Permanent Number Portability.

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

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

16.0     ACCESS TO RIGHTS-OF-WAY -- SECTION 251(b)(4)

         Each Party shall provide the other Party access to its poles, ducts,
rights-of-way and conduits it owns or controls in accordance with Section 224 of
the Act on terms, conditions and prices comparable to those offered to any other
entity pursuant to each Party's applicable tariffs and/or standard agreements.



<PAGE>   31
                                                    GENERAL TERMS AND CONDITIONS
                                                                   PAGE 30 OF 48
                                                                      SWBT/Birch



17.0     DATABASE ACCESS

         SWBT shall provide Birch with nondiscriminatory access to databases and
associated signaling necessary for call routing and completion. When requesting
access to databases not otherwise provided for in this Agreement, or appropriate
interfaces, regardless of whether they constitute Unbundled Network Elements,
Birch will use the Network Element Bona Fide Request process. This process is
defined in Appendix UNE, which is attached hereto and incorporated herein by
reference.

18.0     INTERCEPT REFERRAL ANNOUNCEMENTS

          The Party formerly providing service to an end user shall provide a
Basic Referral announcement, reciprocally and free of charge on the abandoned
telephone number. The announcement states that the called number has been
disconnected or changed and provides the end user's new telephone number to the
extent that it is listed.

         (a)      Basic Intercept Referral Announcements are to be provided on
                  residential numbers for a minimum of thirty (30) days where
                  facilities exist and the threat of telephone number exhaustion
                  is not imminent.

         (b)      Basic Intercept Referral Announcements for a single line
                  business end user and the primary listed telephone number for
                  DID and "Centrex-type" end users, shall be available for a
                  minimum of thirty (30) days or the life of the White Pages
                  directory, whichever is greater. If the threat of telephone
                  number exhaustion becomes imminent for a particular Central
                  Office, the service provider may reissue a disconnected number
                  prior to the expiration of the directory, but no earlier than
                  thirty (30) days after the disconnection of the business
                  telephone number.

19.0     COORDINATED REPAIR CALLS

         To avoid and minimize the potential for end user confusion, each Party
shall inform their respective end users of their respective repair bureau
telephone number(s) to access such bureaus. In the event that either Party
receives a misdirected repair call, the Parties agree to employ the following
procedures for handling such calls:

         (a)      To the extent the correct provider can be determined,
                  misdirected repair calls will be referred to the proper
                  provider of local exchange service in a courteous manner, at
                  no charge, and the end user will be provided the correct
                  contact telephone number.

         (b)      In responding to repair calls, neither Party shall make
                  disparaging remarks about each other, nor shall they use these
                  repair calls as the basis for internal referrals or to solicit
                  customers or to market services, nor shall they initiate
                  extraneous 
<PAGE>   32
                                                    GENERAL TERMS AND CONDITIONS
                                                                   PAGE 31 OF 48
                                                                      SWBT/Birch

         communications beyond the direct referral to the correct repair
         telephone number.

20.0     OTHER SERVICES

         20.1 WHITE PAGES. SWBT will make nondiscriminatory access to White
Pages service available under nondiscriminatory terms and conditions.

         20.2 CALLING NAME INFORMATION. The Parties shall provide, on mutually
agreeable and reciprocal terms, each other with access to Calling Name
information of their respective end users whenever one Party initiates a query
from a Signaling System Point for such information associated with a call
terminating to an end user who subscribes to a calling name service. SWBT will
provide Calling Name Information on nondiscriminatory terms and conditions.

         20.3 BILLING/COLLECTING/REMITTING. The Parties will jointly agree to
terms and conditions for Billing, Collecting and Remitting for alternated billed
local message as described in Appendix BCR, attached hereto and incorporated by
reference.

         20.4 911 AND E911 SERVICES. SWBT will make nondiscriminatory access to
911 and E911 services available under the terms and conditions of Appendix 911,
attached hereto and incorporated by reference.

         20.5 DIRECTORY ASSISTANCE (DA). SWBT will provide nondiscriminatory
access to DA services under nondiscriminatory terms and conditions.

         20.6 DIRECT ACCESS (DIRECT). SWBT will provide nondiscriminatory access
to subscriber listing information contained in SWBT's Directory Assistance
database on nondiscriminatory terms and conditions..

         20.7 OPERATOR SERVICES. SWBT shall provide nondiscriminatory access to
Operator Services on nondiscriminatory terms and conditions.

         20.8 CLEARINGHOUSE SERVICES. To the extent requested by Birch, SWBT
shall provide for the tracking of message revenues from certain messages to
facilitate the transfer of revenues between the billing company the earning
company through the Clearinghouse Services provided by SWBT pursuant to the
terms and conditions in Appendix CH, attached hereto and incorporated by
reference.

         20.9 HOSTING. At Birch's request, SWBT shall perform hosting
responsibilities for the provision of billable message data and/or access usage
data received from Birch for distribution to the appropriate billing and/or
processing location or for delivery to Birch of such data via SWBT's internal
network or the nationwide CMDS network pursuant to Appendix HOST, attached
hereto and incorporated by reference.

         20.10 SIGNALING SYSTEM 7 INTERCONNECTION. At Birch's request, SWBT
shall perform 
<PAGE>   33
                                                    GENERAL TERMS AND CONDITIONS
                                                                   PAGE 30 OF 48
                                                                      SWBT/Birch

SS7 interconnection services for Birch pursuant to Appendix SS7, attached hereto
and incorporated by reference.

21.0     GENERAL RESPONSIBILITIES OF THE PARTIES

         21.1 IMPLEMENTATION SCHEDULE. Upon approval by the Commission, the
Parties shall convene an Implementation Team and meet to develop an
Implementation Plan whose purpose is to take all steps necessary to allow the
Parties to exchange traffic as soon as possible consistent with the Parties'
business plans.

         21.2 SWBT and Birch shall each use their best efforts to meet the
Interconnection Activation Dates.

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

         21.4 Neither Party shall use any service related to or use any of the
services or elements provided in this Agreement in any manner that interferes
with other persons in the use of their service, prevents other persons from
using their service, or otherwise impairs the quality of service to other
carriers or to either Party's end users, and either Party may discontinue or
refuse service, but only for so long as the other Party is violating this
provision. Upon such violation, either Party shall provide the other Party
notice of the violation at the earliest practicable time. The Party receiving
notice of such violation may invoke the Dispute Resolution procedures of this
Agreement and such shall not be interrupted until the Dispute Resolution
procedures are completed, provided however, that in the event the Party giving
notice of the violation reasonably believes the alleged violation of this
provision is causing imminent network harm or significantly interfering with the
Party's ability to serve its customers, the Party may discontinue or refuse to
provide service as provided for in this provision but either Party may
thereafter invoke the Dispute Resolution procedures.

         21.5 Each Party is solely responsible for the services it provides to
its end users and to other Telecommunications Carriers.

         21.6 The Parties shall work cooperatively to minimize fraud associated
with third-number billed calls, calling card calls, and any other services
related to this Agreement.

         21.7 At all times during the term of this Agreement, each Party shall
keep and maintain in force at each Party's expense all insurance required by law
(e.g. workers' compensation 
<PAGE>   34
                                                    GENERAL TERMS AND CONDITIONS
                                                                   PAGE 33 OF 48
                                                                      SWBT/Birch


insurance) as well as general liability insurance for personal injury or death
to any one person, property damage resulting from any one incident, automobile
liability with coverage for bodily injury for property damage. Upon request from
the other Party, each Party shall provide to the other Party evidence of such
insurance (which may be provided through a program of self insurance).

         21.8 Unless otherwise stated, each Party will render a monthly bill to
the other for service(s) provided hereunder. Remittance in full will be due
within thirty (30) days of that billing date. Interest shall apply on overdue
amounts (other than disputed amounts which are subject to Section 31.12) at the
rate specified in Section 31.12, unless otherwise specified in an applicable
tariff. Each Party reserves the right to net delinquent amounts against amounts
otherwise due the other. In the event a Party disputes an amount paid to the
other Party, and it is determined that the amount was erroneously paid or
billed, the Party receiving such payment shall return the amount along with
interest from the original date of payment.

         21.9 SWBT is participating with the industry to develop standardized
methods through the OBF and shall implement ordering and billing
formats/processes consistent with industry guidelines as capabilities are
deployed. Where such guidelines are not available or SWBT decides not to fully
utilize industry guidelines, SWBT will provide Birch with information on its
ordering and billing format/process and requirements during the development of
the Implementation Plan provided for in Section 21.1 or as soon as SWBT is aware
it will not be using industry standard guidelines or such guidelines are not
available.

22.0     EFFECTIVE DATE, TERM, AND TERMINATION

         22.1 This Agreement shall be effective ten (10) days after approval by
the Commission when it has determined that the Agreement complies with Sections
251 and 252 of the Act ("Effective Date").

         22.2 The initial term of this Agreement shall be one (1) year (the
"Term") which shall commence on the Date of Execution. Absent the receipt by one
Party of written notice from the other Party at least sixty (60) days prior to
the expiration of the Term to the effect that such Party does not intend to
extend the Term of this Agreement, this Agreement shall automatically renew and
remain in full force and effect on and after the expiration of the Term until
terminated by either Party pursuant to Section 22.4, below.

         22.3 Either Party may terminate this Agreement in the event that the
other Party fails to perform a material obligation that disrupts the operation
of either Party's network and/or end user service and fails to cure such
material nonperformance within forty-five (45) days after written notice
thereof. The Party receiving notice of such violation may invoke the Dispute
Resolution procedures of this Agreement and such forty-five (45) day period
shall not begin to run until the Dispute Resolution procedures are completed,
provided however, that in the event the Party giving notice of the violation
reasonably believes the alleged violation of the Agreement is causing imminent
network harm or significantly interfering with the Party's ability 
<PAGE>   35
                                                    GENERAL TERMS AND CONDITIONS
                                                                   PAGE 34 OF 48
                                                                      SWBT/Birch

to serve its customers, the Party may discontinue or refuse to provide service
as provided for in Section 21.4 but either Party may thereafter invoke the
Dispute Resolution procedures.

         22.4 If pursuant to Section 22.2, above, this Agreement continues in
full force and effect after the expiration of the Term, either Party may
terminate this Agreement ninety (90) days after delivering written notice to the
other Party of its intention to terminate this Agreement, subject to Section
22.6, below. Neither Party shall have any liability to the other Party for
termination of this Agreement pursuant to this Section 22.4 other than its
obligations under Section 22.5, below.

         22.5 Upon termination or expiration of this Agreement in accordance
with this Section 22.0:

                  (a)      each Party shall comply immediately with its
                           obligations set forth in Section 31.6, below; and

                  (b)      each Party shall promptly pay all amounts (including
                           any late payment charges) owed under this Agreement;
                           and

                  (c)      each Party 's indemnification obligations shall
                           survive.

         22.6 In the event the Agreement would otherwise terminate (other than
by being superseded by a new agreement between the Parties), Birch may elect to
continue to operate under the terms and conditions of the Agreement (or upon
such other terms and conditions as the Parties may agree) during a holdover
period as herein described ("Holdover Period") provided Birch complies with the
steps detailed herein. Within ten (10) days of receiving notice of termination
from SWBT, Birch shall send a request for negotiations for a new agreement under
Sections 251 and 252 of the Communications Act. Birch may then operate under the
terms of this Agreement until the Parties reach agreement or have completed the
processes provided for in Section 252 of the Communications Act provided that if
the Parties have not reached agreement, Birch must seek arbitration at the
earliest time permitted under Section 252. In any event, SWBT may not terminate
this Agreement while any agreement between the Parties that would supersede this
Agreement is pending approval at the Commission.

         22.7 Except as set forth in Section 29.5, below, no remedy set forth in
this Agreement is intended to be exclusive and each and every remedy shall be
cumulative and in addition to any other rights or remedies now or hereafter
existing under applicable law or otherwise.

23.0     DISCLAIMER OF REPRESENTATIONS AND WARRANTIES

         EXCEPT AS EXPRESSLY PROVIDED UNDER THIS AGREEMENT, NO PARTY MAKES OR
RECEIVES ANY WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO THE SERVICES,
FUNCTIONS AND PRODUCTS IT PROVIDES UNDER OR CONTEMPLATED BY THIS AGREEMENT AND
THE PARTIES DISCLAIM THE 
<PAGE>   36
                                                    GENERAL TERMS AND CONDITIONS
                                                                   PAGE 35 OF 48
                                                                      SWBT/Birch

IMPLIED WARRANTIES OF MERCHANTABILITY OR OF FITNESS FOR A PARTICULAR PURPOSE.
ADDITIONALLY, NEITHER SWBT NOR BIRCH ASSUMES RESPONSIBILITY WITH REGARD TO THE
CORRECTNESS OF DATA OR INFORMATION SUPPLIED BY THE OTHER WHEN THIS DATA OR
INFORMATION IS ACCESSED AND USED BY A THIRD PARTY.

24.0     CHANGES IN END USER LOCAL EXCHANGE SERVICE PROVIDER  SELECTION

         Each Party will abide by applicable state or federal laws and
regulations in obtaining end user authorization prior to changing end user's
local service provider to itself and in assuming responsibility for any
applicable charges as specified in Section 258 (b) of the Telecommunications Act
of 1996. Birch shall make authorization available to SWBT upon request and at no
charge. Only an end user can initiate a challenge to a change in its local
exchange service provider. If an end user notifies SWBT or Birch that the end
user requests local exchange service, the Party receiving such request shall be
free to immediately provide service to such end user. When an end user changes
or withdraws authorization, each Party shall release customer-specific
facilities in accordance with the end user's direction or the end user's
authorized agent. Further, when an end user abandons the premise, SWBT is free
to reclaim the unbundled network element facilities for use by another customer
and is free to issue service orders required to reclaim such facilities.

25.0     SEVERABILITY

         25.1 The Parties negotiated the services, arrangements,
Interconnection, terms and conditions of this Agreement by the Parties as a
total arrangement and are intended to be nonseverable, subject only to Section
31.16 of this Agreement.

         25.2 In the event the Commission, the FCC, or a court rejects any
portion or determines that any provision of this Agreement is contrary to law,
or is invalid or unenforceable for any reason, the Parties shall continue to be
bound by the terms of this Agreement, insofar as possible, except for the
portion rejected or determined to be unlawful, invalid, or unenforceable. In
such event, the Parties shall negotiate in good faith to replace the rejected,
unlawful, invalid, or unenforceable provision and shall not discontinue service
to the other party during such period if to do so would disrupt existing service
being provided to an end user. Nothing in this Agreement shall be construed as
requiring or permitting either Party to contravene any mandatory requirement of
federal or state law, or any regulations or orders adopted pursuant to such law.



<PAGE>   37
                                                    GENERAL TERMS AND CONDITIONS
                                                                   PAGE 36 OF 48
                                                                      SWBT/Birch



26.0     INTELLECTUAL PROPERTY

         Birch is responsible for obtaining any license or right to use
agreement associated with a Unbundled Network Element purchased from SWBT. SWBT
will provide a list of all known and necessary licenses or right to use
agreements applicable to the subject Network Element(s) within seven days of a
request for such a list by Birch. SWBT agrees to use its best efforts to
facilitate the obtaining of any necessary license or right to use agreement.
SWBT makes no warranties, express or implied, concerning Birch's (or any third
party's) rights with respect to intellectual property (including with
limitation, patent, copyright, and trade secret rights) or contract rights
associated with Birch's rights to interconnect with SWBT's network and to
Unbundled Network Elements.

27.0     INDEMNIFICATION

         27.1 Except as otherwise provided herein or in specific appendices,
each Party shall be responsible only for service(s) and facility(ies) which are
provided by that Party, its authorized agents, subcontractors, or others
retained by such parties, and neither Party shall bear any responsibility for
the service(s) and facility(ies) provided by the other Party, its agents,
subcontractors, or others retained by such parties.

         27.2 Except as otherwise provided herein or in specific appendices, and
to the extent not prohibited by law and not otherwise controlled by tariff, each
Party (the "Indemnifying Party") shall defend and indemnify the other Party (the
"Indemnified Party") and hold such Indemnified Party harmless against any Loss
to a third party arising out of the negligence or willful misconduct by such
Indemnifying Party, its agents, its end user, contractors, or others retained by
such parties, in connection with the provision of services or functions under
this Agreement.

         27.3 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
misconduct of the other (Indemnified) Party.

         27.4 Birch agrees to indemnify, defend and hold harmless SWBT from any
Loss arising out of SWBT's provision of 911 services or out of Birch's end
users' use of the 911 service, whether suffered, made, instituted, or asserted
by Birch or its end users, including for any personal injury or death of any
person or persons, except for Loss which is the direct result of SWBT's own
negligence or willful misconduct.

         27.5 SWBT shall not be liable for damages to an end user's premises
resulting from the furnishing of unbundled elements, including the installation
and removal of equipment and associated wiring, unless the damage is caused by
SWBT's negligence or willful misconduct. 
<PAGE>   38
                                                    GENERAL TERMS AND CONDITIONS
                                                                   PAGE 37 OF 48
                                                                      SWBT/Birch

SWBT does not guarantee or make any warranty with respect to unbundled elements
when used in an explosive atmosphere.

         27.6 Each Party shall be indemnified, defended and held harmless by the
other Party against any Loss arising from a Party's use of services or elements
provided under this Agreement involving: tort claims, including claims for
libel, slander, invasion of privacy, or infringement of copyright arising from a
Party's own communications. This includes, but is not limited to, suits arising
from disclosure of any customer-specific information associated with either the
originating or terminating numbers used to provision unbundled elements provided
hereunder or all other claims arising out of any act or omission in the course
of using services or functions provided pursuant to this Agreement.

         27.7 The Indemnifying Party agrees to defend any suit brought against
the Indemnified Party for any Loss identified in this Section or specific
appendices. The Indemnified Party agrees to notify the Indemnifying Party
promptly in writing of any written claims, lawsuits or demands for which the
Indemnifying Party may be responsible under this Agreement. The Indemnified
Party shall cooperate in every reasonable way to facilitate defense or
settlement. The Indemnifying Party shall have the right to control and conduct
the defense and settlement of any action or claim subject to the consultation of
the Indemnified Party. The Indemnifying Party shall not be responsible for any
settlement unless the Indemnifying Party approved such settlement in advance and
agrees to be bound by the settlement agreement.

         27.8 Birch acknowledges that its right under this contract to
interconnect with SWBT's network and to unbundle and/or combine SWBT's network
elements (including combining with Birch's network elements) may be subject to
or limited by intellectual property (including, without limitation, patent,
copyright, and trade secret rights) and contract rights of third parties. It is
the sole obligation of Birch to obtain any consents, authorizations, or licenses
under intellectual property or proprietary rights held by third parties that may
be necessary for its use of SWBT network facilities under this Agreement. SWBT
hereby conveys no licenses to use such intellectual property rights and makes no
warranties, express or implied, concerning Birch's (or any third party's) rights
with respect to such intellectual property and contract rights, including,
without limitation, whether such rights will be violated by such interconnection
or unbundling and/or combining or elements (including combining with Birch's
network elements) in SWBT's network. SWBT does not and shall not indemnify or
defend, nor be responsible for indemnifying or defending, Birch for any
liability losses, claims, costs, damages, demand, penalties, or other expenses
arising out of, caused by, or relating to Birch's interconnection with SWBT's
network and unbundling and/or combining SWBT's network elements (including
combining with Birch's network elements).

         27.9 Birch agrees to indemnify and hold SWBT harmless from and against
all liability, losses, claims, costs, damages, demand, penalties, or other
expenses, including but not limited to costs of litigation and reasonable
attorneys fees, arising out of, caused by, or relating to any real or potential
claim, demand, or action that Birch's interconnection with SWBT's network, or
Birch's use of services or functions offered hereunder, or unbundling and/or
combining of 
<PAGE>   39
                                                    GENERAL TERMS AND CONDITIONS
                                                                   PAGE 38 OF 48
                                                                      SWBT/Birch

SWBT's network elements (including combining with Birch's network elements)
violates or infringes upon any intellectual property rights of any third party
or constitutes a breach of contract. Birch shall notify SWBT in writing within
ten (10) days after Birch receives notification of any claim or suit subject to
this provision. Birch shall undertake and control the defense and settlement of
any such claim or suit and SWBT shall cooperate fully with Birch in connection
therewith. In no event shall SWBT be liable for any consequential damages or
loss of profits which Birch may suffer arising out of same.

         27.10 Birch shall reimburse SWBT for damages to SWBT facilities
utilized to provide unbundled elements hereunder caused by the negligence or
willful act of Birch or resulting from Birch's unauthorized or negligent use of
SWBT facilities, or due to malfunction of any facilities or equipment provided
by other than SWBT. Nothing in the foregoing provision shall be interpreted to
hold Birch liable for another local service provider or end user's actions. Upon
reimbursement for damages, SWBT will cooperate with Birch in prosecuting a claim
against the person causing such damage. Birch shall be subrogated to the right
of recovery by SWBT for the damages to the extent of such payment.

28.0     LIMITATION OF LIABILITY

         28.1 Except for indemnity obligations under this Agreement, grossly
negligent or willful misconduct, or except as otherwise provided in specific
appendices, each Party's liability to the other Party for any Loss relating to
or arising out of any negligent act or omission in its performance under this
Agreement, whether in contract or tort, shall not exceed in total the amount
SWBT or Birch has or would have charged the other Party for the affected
service(s) or function(s) which were not performed or were otherwise improperly
performed.

         28.2 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.

         28.3 In no event shall either Party have any liability whatsoever to
the other Party for any indirect, special, consequential, incidental, or
punitive damages, including but not limited to, loss of anticipated profits or
revenue or other economic loss in connection with or arising from anything said,
omitted, or done hereunder (collectively, "Consequential Damages"), even if the
Party has been advised of the possibility of such damages; provided that the
foregoing shall not limit a Party's obligation under this Agreement to
indemnify, defend, and hold the other Party harmless against any amounts payable
to a third party, including any losses, costs, fines, penalties, criminal or
civil judgments or settlements, expenses (including attorney's fees) and
Consequential Damages of such third party unless the other Party has engaged in
gross negligence or willful misconduct.
<PAGE>   40
                                                    GENERAL TERMS AND CONDITIONS
                                                                   PAGE 39 OF 48
                                                                      SWBT/Birch

29.0     LIQUIDATED DAMAGES FOR SPECIFIED ACTIVITIES

         29.1 CERTAIN DEFINITONS. When used in this Section 29.0, the following
terms shall have the meanings indicated:

                  29.1.1 "SPECIFIED PERFORMANCE BREACH" means the failure by
SWBT to meet the Performance Criteria for any Specified Activity for a period of
three (3) consecutive calendar months.

                  29.1.2 "Specified Activity" means any of the following
activities:

                           (i)      the installation by SWBT of unbundled loops
                                    associated with Birch end user Lines;

                           (ii)     SWBT's provision of Interim Number
                                    Portability; or

                           (iii)    the repair of out of service problems for
                                    Birch ("Out of Service Repairs").

                  29.1.3 "Performance Criteria" means, with respect to each
calendar month during the term of this Agreement, the performance by SWBT during
such month of each Specified Activity shown below within the time interval shown
in at least eighty percent (80%) of the covered instances:


<PAGE>   41
                                                    GENERAL TERMS AND CONDITIONS
                                                                   PAGE 40 OF 48
                                                                      SWBT/Birch





SPECIFIED ACTIVITY                  PERFORMANCE INTERVAL DATE
(i)  Birch End User Lines

1-10 Lines per Service Order        Five (5) business days from SWBT's Receipt
                                    of valid Service Order

11-20 Lines per Service Order       Ten (10) business days from SWBT's Receipt
                                    of valid Service Order

21+ Lines per Service Order         To Be Negotiated


(ii)  Interim Number Portability

1-10 Numbers per Service Order      Five (5) business days from SWBT's Receipt
                                    of valid Service Order

11-20 Numbers per Service Order     Ten (10) business days from SWBT's Receipt 
                                    of valid Service Order

21+ Numbers per Service Order       To be Negotiated


(iii) Out-of-Service Repairs        Less than twenty-four (24) hours from SWBT's
                                    Receipt of Notification of Out-of-Service
                                    Condition


         29.2 SPECIFIED PERFORMANCE BREACH. In recognition of the: (1) loss of
end user opportunities, revenues and goodwill which Birch might sustain in the
event of a Specified Performance Breach; (2) the uncertainty, in the event of
such a Specified Performance Breach, of Birch having available to it customer
opportunities similar to those opportunities currently available to Birch; and
(3) the difficulty of accurately ascertaining the amount of damages Birch would
sustain in the event of such a Specified Performance Breach, SWBT agrees to pay
Birch, subject to Section 29.4 below, damages as set forth in Section 29.3 below
in the event of the occurrence of a Specified Performance Breach.

         29.3 LIQUIDATED DAMAGES. The damages payable by SWBT to Birch as a
result of a Specified Performance Breach shall be $75,000 for each Specified
Performance Breach (collectively, the "Liquidated Damages"). Birch and SWBT
agree and acknowledge that: (a) the Liquidated Damages are not a penalty and
have been determined based upon the facts and circumstances of Birch and SWBT at
the time of the negotiation and entering into of this Agreement, with due regard
given to the performance expectations of each Party; (b) the Liquidated Damages
constitute a reasonable approximation of the damages Birch would sustain if its
damages were readily ascertainable; and (c) Birch shall not be required to
provide any proof of the Liquidated Damages.
<PAGE>   42
                                                    GENERAL TERMS AND CONDITIONS
                                                                   PAGE 41 OF 48
                                                                      SWBT/Birch

         29.4 LIMITATIONS. In no event shall SWBT be liable to pay the
Liquidated Damages if SWBT's failure to meet or exceed any of the Performance
Criteria is caused, directly or indirectly, by a Delaying Event. A "Delaying
Event" means: (a) a failure by Birch to perform any of its obligations set forth
in this Agreement (including, without limitation, the Implementation Schedule
and the Joint Implementation Process); (b) any delay, act or failure to act by
an end user, agent or subcontractor of Birch; (c) any Force Majeure Event; or
(d) for INP, where memory limitations in the switch in the SWBT serving office
cannot accommodate the request. If a Delaying Event: (i) prevents SWBT from
performing a Specified Activity, then such Specified Activity shall be excluded
from the calculation of SWBT's compliance with the Performance Criteria; or (ii)
only suspends SWBT's ability to timely perform the Specified Activity, the
applicable time frame in which SWBT's compliance with the Performance Criteria
is measured shall be extended on an hour-for-hour or day-for-day basis, as
applicable, equal to the duration of the Delaying Event.

         29.5 SOLE REMEDY. The Liquidated Damages shall be the sole and
exclusive remedy of Birch for SWBT's breach of the Performance Criteria or a
Specified Performance Breach as described in this Section 29.0 and shall be in
lieu of any other damages or credit Birch might otherwise seek for such breach
of the Performance Criteria or a Specified Performance Breach through any claim
or suit brought under any contract or tariff.

         29.6 RECORDS. SWBT shall maintain complete and accurate records, on a
monthly basis, of its performance under this Agreement of each Specified
Activity and its compliance with the Performance Criteria. SWBT shall provide to
Birch such records in a self-reporting format on a monthly basis.
Notwithstanding Section 31.6.1, below, the Parties agree that such records shall
be deemed "Proprietary Information" under Section 31.6, below.

30.0     REGULATORY APPROVAL

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

31.0     MISCELLANEOUS

         31.1     AUTHORIZATION

                  (a)       SWBT is a corporation duly organized, validly
                            existing and in good standing under the laws of the
                            State of Missouri and has full power and authority
                            to execute and deliver this Agreement and to perform
                            the obligations hereunder.
<PAGE>   43
                                                    GENERAL TERMS AND CONDITIONS
                                                                   PAGE 42 OF 48
                                                                      SWBT/Birch

                  (b)       Birch is a corporation duly organized, validly
                            existing and in good standing under the laws of the
                            State of Delaware and has full power and authority
                            to execute and deliver this Agreement and to perform
                            its obligations hereunder.

         31.2     COMPLIANCE AND CERTIFICATION

                  31.2.1 Each Party is responsible for its own compliance with
all federal, state, and local laws, rules, and regulations applicable to its
performance under this Agreement.

                  31.2.2 Each Party warrants that it has obtained all necessary
state certification required in those states in which it has ordered services
from the other Party pursuant to this Agreement. Upon request by any state
governmental entity, each Party shall provide proof of certification.

                  31.2.3 Each Party represents and warrants that any equipment,
facilities or services provided to the other Party under this Agreement comply
with the Communications Law Enforcement Act ("CALEA"). Each Party shall
indemnify and hold the other Party harmless from any and all penalties imposed
upon the other Party for such noncompliance and shall at the non-compliant
Party's sole cost and expense, modify or replace any equipment, facilities or
services provided to the other Party under this Agreement to ensure that such
equipment, facilities and services fully comply with CALEA.

         31.3     LAW ENFORCEMENT

                  31.3.1 SWBT and Birch shall handle law enforcement requests as
follows:

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

                           (b)   Subpoenas: If a Party receives a subpoena for
                                 information concerning an end user the Party
                                 knows to be an end user of the other Party, it
                                 shall refer the subpoena to the requesting
                                 party with an indication that the other Party
                                 is the responsible company, unless the subpoena
                                 requests records for a period of time during
                                 which the Party was the end user's service
                                 provider, in which case the Party will respond
                                 to any valid request.
<PAGE>   44
                                                    GENERAL TERMS AND CONDITIONS
                                                                   PAGE 43 OF 48
                                                                      SWBT/Birch

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

         31.4 INDEPENDENT CONTRACTOR. Each Party and each Party's contractor
shall be solely responsible for the withholding or payment of all applicable
federal, state and local income taxes, social security taxes and other payroll
taxes with respect to its employees, as well as any taxes, contributions or
other obligations imposed by applicable state unemployment or workers'
compensation acts. Each Party has sole authority and responsibility to hire,
fire and otherwise control its employees.

         31.5 FORCE MAJEURE. Neither Party shall be liable for any delay or
failure in performance of any part of this Agreement from any cause beyond its
control and without its fault or negligence including, without limitation, acts
of nature, acts of civil or military authority, government regulations,
embargoes, epidemics, terrorist acts, riots, insurrections, fires, explosions,
earthquakes, nuclear accidents, floods, work stoppages, equipment failure, cable
cuts, power blackouts, volcanic action, other major environmental disturbances,
unusually severe weather conditions, inability to secure products or services of
other persons or transportation facilities or acts or omissions of
transportation carriers In such event, the Party affected shall, upon giving
prompt notice to the other Party, be excused from such performance on a
day-to-day basis to the extent of such interference (and the other Party shall
likewise be excused from performance of its obligations on a day-for-day basis
to the extent such Party's obligations related to the performance so interfered
with). The affected Party shall use its best efforts to avoid or remove the
cause of nonperformance and both Parties shall proceed to perform with dispatch
once the causes are removed or cease.

         31.6     CONFIDENTIALITY

31.6.1 All information, including but not limited to specifications, microfilm,
photocopies, magnetic disks, magnetic tapes, drawings, sketches, models,
samples, tools, technical information, data, employee records, maps, financial
reports, and market data; (i) furnished by one Party (the "Disclosing Party") to
the other Party (the "Receiving Party") dealing with customer-specific,
facility-specific, or usage-specific information, other than customer
information communicated for the purpose of publication or directory database
inclusion, 911, call processing, billing or settlement or as otherwise mutually
agreed upon; or (ii) in written, graphic, electromagnetic, or other tangible
form and marked at the time of delivery as "Confidential" or "Proprietary;" or
(iii) communicated orally and declared to the Receiving Party as confidential or
proprietary prior to disclosure of the actual Proprietary Information to enable
<PAGE>   45
                                                    GENERAL TERMS AND CONDITIONS
                                                                   PAGE 44 OF 48
                                                                      SWBT/Birch

the Receiving Party to determine whether it will accept such Proprietary
Information and, if accepted, confirmed by written notice given to the Receiving
Party within ten (10) days after declaration to be "Confidential" or
"Proprietary" (collectively referred to as "Proprietary Information"), shall
remain the property of the Disclosing Party.


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

                           (b)      If a Receiving Party is required by any 
governmental authority or by applicable law to disclose any Proprietary
Information, then such Receiving Party shall provide the Disclosing Party with
written notice of such requirement as soon as possible and prior to such
disclosure. The Disclosing Party may then either seek appropriate protective
relief from all or part of such requirement or, if it fails to successfully do
so, it shall be deemed to have waived the Receiving Party's compliance with this
Section 31.6 with respect to all or part of such requirement. The Receiving
Party shall use all commercially reasonable efforts to cooperate with the
Disclosing Party in attempting to obtain any protective relief which such
Disclosing Party chooses to obtain.

                  31.6.3 Upon request by the Disclosing Party, the Receiving
Party shall return all tangible copies of Proprietary Information, whether
written, graphic, or otherwise. In the event of the expiration or termination of
this Agreement for any reason whatsoever, each Party shall return to the other
Party or destroy all Proprietary Information and other documents, work papers
and other material (including all copies thereof) obtained from the other Party
in connection with this Agreement.

                  31.6.4 Each Party shall keep all the other Party's Proprietary
Information confidential in the same manner in which it keeps its own
Proprietary Information confidential, and shall use the other Party's
Proprietary Information only for performing the covenants contained in the
Agreement and shall disclose such Proprietary Information only to those
employees, contractors, agents or Affiliates who have a need to know. Neither
Party shall use the other Party's Proprietary Information for any other purpose
except upon such terms and conditions as may be agreed upon between the Parties
in writing.

                  31.6.5 Unless otherwise agreed, the obligations of
confidentiality and nonuse set forth in the Agreement do not apply to such
Proprietary Information that:

                  (a)      was at the time of receipt, already known to the
                           Receiving Party, free of 
<PAGE>   46
                                                    GENERAL TERMS AND CONDITIONS
                                                                   PAGE 45 OF 48
                                                                      SWBT/Birch

                           any obligation to keep confidential and evidenced by
                           written records prepared prior to delivery by the
                           Disclosing Party;

                  (b)      is, or becomes publicly known through no wrongful act
                           of the receiving Party;

                  (c)      is rightfully received from a third person having no
                           direct or indirect secrecy or confidentiality
                           obligation to the Disclosing Party with respect to
                           such information;

                  (d)      is independently developed by an employee, agent, or
                           contractor of the Receiving Party which individual is
                           not involved in any manner with the provision of
                           services pursuant to the Agreement and does not have
                           any direct or indirect access to the Proprietary
                           Information;

                  (e)      is disclosed to a third person by the Disclosing
                           Party without similar restrictions on such third
                           person's rights;

                  (f)      is approved for release by written authorization of
                           the Disclosing Party;

                  (g)      is required to be made public by the Receiving Party
                           pursuant to applicable law or regulation provided
                           that the Receiving party shall provide the Disclosing
                           Party with written notice of such requirement as soon
                           as possible and prior to such disclosure. The
                           Disclosing Party may then either seek appropriate
                           protective relief from all or part of such
                           requirement or, if it fails to successfully do so, it
                           shall be deemed to have waived the Receiving Party's
                           compliance with Section 31.6 with respect to all or
                           part of such requirement. The Receiving Party shall
                           use all commercially reasonable efforts to cooperate
                           with the Disclosing Party in attempting to obtain any
                           protective relief which such Disclosing Party chooses
                           to obtain. Notwithstanding the foregoing, SWBT shall
                           be entitled to disclose confidential information on a
                           confidential basis to regulatory agencies upon
                           request for information as to SWBT's activities under
                           the Act.

                  31.6.6 Notwithstanding any other provision of this Agreement,
the Proprietary Information provisions of this Agreement shall apply to all
information furnished by either Party to the other in furtherance of the purpose
of this Agreement, even if furnished before the date of this Agreement.

                  31.6.7 Pursuant to Section 222(b) of the Act, both parties
agree to limit their use of Proprietary Information received from the other to
the permitted purposed identified in the Act.
<PAGE>   47
                                                    GENERAL TERMS AND CONDITIONS
                                                                   PAGE 46 OF 48
                                                                      SWBT/Birch

         31.7 GOVERNING LAW. For all claims under this Agreement that are based
upon issues within the jurisdiction (primary or otherwise) of the FCC, the
exclusive jurisdiction and remedy for all such claims shall be as provided for
by the FCC and the Act. For all claims under this Agreement that are based upon
issues within the jurisdiction (primary or otherwise) of the Commission, the
exclusive jurisdiction for all such claims shall be with such Commission, and
the exclusive remedy for such claims shall be as provided for by such
Commission. In all other respects, this Agreement shall be governed by the
domestic laws of the State of Missouri without reference to conflict of law
provisions.

         31.8     TAXES

                  31.8.1 Each Party purchasing services hereunder shall pay or
otherwise be responsible for all federal, state, or local sales, use, excise,
gross receipts, transaction or similar taxes, fees, or surcharges (hereinafter
"Tax") imposed on or with respect to the services provided by or to such Party,
except for any Tax on either party's corporate existence, status, or income.
Whenever possible, these amounts shall be billed as a separate item on the
invoice. To the extent a sale is claimed to be for resale tax exemption, the
purchasing party shall furnish the providing party a proper resale tax exemption
certificate as authorized or required by statute or regulation by the
jurisdiction providing said resale tax exemption. Failure to timely provide said
resale tax exemption certificate will result in no exemption being available to
the purchasing Party until such time as the purchasing Party presents a valid
certification. Failure to timely provide said resale tax exemption certificate
will result in no exemption being available to the purchasing Party until such
time as the purchasing Party presents a valid certificate.

                  31.8.2 With respect to any purchase of services, facilities or
other arrangements, if any Tax is required or permitted by applicable law to be
collected from the purchasing party by the providing party, then: (i) the
providing party shall bill the purchasing party for such Tax; (ii) the
purchasing party shall remit such Tax to the providing party; and (iii) the
providing party shall remit such collected Tax to the applicable taxing
authority.

                  31.8.3 With respect to any purchase hereunder of services,
facilities or arrangements that are resold to a third party, if any Tax is
imposed by applicable law on the end user in connection with any such purchase,
then: (i) the purchasing party shall be required to impose and/or collect such
Tax from the end user; and (ii) the purchasing party shall remit such Tax to the
applicable taxing authority. The purchasing party agrees to indemnify and hold
harmless the providing party on an after-tax basis for any costs incurred by the
providing party as a result of actions taken by the applicable taxing authority
to collect the Tax from the providing party due to the failure of the purchasing
party to pay or collect and remit such tax to such authority.

                  31.8.4 If the providing party fails to collect any Tax as
required herein, then, as between the providing party and the purchasing party:
(i) the purchasing party shall remain liable for such uncollected Tax; and (ii)
the providing party shall be liable for any penalty and 
<PAGE>   48
                                                    GENERAL TERMS AND CONDITIONS
                                                                   PAGE 47 OF 48
                                                                      SWBT/Birch

interest assessed with respect to such uncollected Tax by such authority.
However, if the purchasing party fails to pay any taxes properly billed, then,
as between the providing party and the purchasing party, the purchasing party
will be solely responsible for payment of the taxes, penalty and interest.

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

         31.9 NON-ASSIGNMENT. Each Party covenants that, if it sells or
otherwise transfers to a third party its Telephone Exchange and Exchange Access
network facilities within any territory within which SWBT is an Incumbent Local
Exchange Carrier as of the date of this Agreement (the SWBT Territory), or any
portion thereof, to a third party, it will require as a condition of such
transfer that the transferee agree to be bound by this Agreement with respect to
services provided over the transferred facilities. Except as provided in this
paragraph, neither Party may assign or transfer (whether by operation of law or
otherwise) this Agreement (or any rights or obligations hereunder) to a third
party without the prior written consent of the other Party; provided that each
Party may assign this Agreement to a corporate Affiliate or an entity under its
common control or an entity acquiring all or substantially all of its assets or
equity by providing prompt written notice to the other Party of such assignment
or transfer. Any attempted assignment or transfer that is not permitted is void
ab initio. Without limiting the generality of the foregoing, this Agreement
shall be binding upon and shall inure to the benefit of the Parties' respective
successors and assigns.

         31.10 NON-WAIVER. Failure of either Party to insist on performance of
any term or condition of this Agreement or to exercise any right or privilege
hereunder shall not be construed as a continuing or future waiver of such term,
condition, right or privilege.

         31.11 AUDITS. Each Party to this Agreement will be responsible for the
accuracy and quality of its data as submitted to the respective Parties
involved.

                  31.11.1 Upon reasonable written notice and at its own expense,
each Party or its authorized representative (providing such authorized
representative does not have a conflict of interest related to other matters
before one of the Parties) shall have the right to conduct an audit of the other
Party to give assurances of compliance with the provisions of this Agreement;
provided, that neither Party may request more than two (2) such audits within
any twelve (12) month period. This includes on-site audits at the other Party's
or the Party's vendor locations. Each Party, whether or not in connection with
an audit, shall maintain reasonable records for a 
<PAGE>   49
                                                    GENERAL TERMS AND CONDITIONS
                                                                   PAGE 48 OF 48
                                                                      SWBT/Birch

minimum of twenty-four (24) months and provide the other Party with reasonable
access to such information as is necessary to determine amounts receivable or
payable under this Agreement. Each Party's right to access information for audit
purposes is limited to data not in excess of twenty-four (24) months in age.

         31.12    DISPUTED AMOUNTS

                  31.12.1 No claims, under this Agreement or its Appendices,
shall be brought for disputed amounts more than twenty-four (24) months from the
date of occurrence which gives rise to the dispute. Under this Section 30.12, if
any portion of an amount due to a Party (the "Billing Party") under this
Agreement is subject to a bona fide dispute between the Parties, the Party
billed (the "Non-Paying Party") shall within sixty (60) days of its receipt of
the invoice containing such disputed amount give notice to the Billing Party of
the amounts it disputes ("Disputed Amounts") and include in such notice the
specific details and reasons for disputing each item. The Non-Paying Party shall
pay when due: (i) all undisputed amounts to the Billing Party; and (ii) all
Disputed Amounts to Billing Party.

                  31.12.2 If the Parties are unable to resolve the issues
related to the Disputed Amounts in the normal course of business within sixty
(60) days after delivery to the Billing Party of notice of the Disputed Amounts,
each of the Parties shall appoint a designated representative who has authority
to settle the dispute and who is at a higher level of management than the
persons with direct responsibility for administration of this Agreement. The
designated representatives shall meet as often as they reasonably deem necessary
in order to discuss the dispute and negotiate in good faith in an effort to
resolve such dispute.

                  31.12.3 If the Parties are unable to resolve issues related to
the Disputed Amounts within forty-five (45) days after the Parties' appointment
of designated representatives pursuant to Section 31.12.2, above, then either
Party may file a complaint with the Commission to resolve such issues or proceed
with any other remedy pursuant to law or equity.

                  31.12.4 The Parties agree that all negotiations pursuant to
this Section 31.12 shall remain confidential and shall be treated as compromise
and settlement negotiations for purposes of the Federal Rules of Evidence and
state rules of evidence.

                  31.12.5 Any undisputed amounts not paid when due shall accrue
interest from the date such amounts were due at the lesser of: (i) one and
one-half percent (1-1/2%) per month; or (ii) the highest rate of interest that
may be charged under applicable law.

         31.13    DISPUTE RESOLUTION

                  31.13.1 No claims shall be brought for disputes arising under
this Agreement or its Appendices more than twenty-four (24) months from the date
of occurrence which gives rise to the dispute.
<PAGE>   50
                                                    GENERAL TERMS AND CONDITIONS
                                                                   PAGE 49 OF 48
                                                                      SWBT/Birch

                  31.13.2 For disputes other than disputed amounts under this
Agreement or its Appendices, each Party shall appoint a designated
representative as set forth in Section 31.12.2, above, and if unable to resolve
the dispute, proceed as set forth in Section 31.12.3, above.

         31.14 NOTICES. Any notice to a Party required or permitted under this
Agreement shall be in writing and shall be deemed to have been received on the
date of service if served personally; on the date receipt is acknowledged in
writing by the recipient if delivered by regular mail; or on the date stated on
the receipt if delivered by certified or registered mail or by a courier service
that obtains a written receipt. Notice may also be provided by facsimile, which
shall be effective on the next Business Day following the date of transmission
as reflected in the facsimile confirmation sheet. "Business Day" shall mean
Monday through Friday, SWBT/Birch holidays excepted. Any notice shall be
delivered using one of the alternatives mentioned in this Section and shall be
directed to the applicable address indicated below or such address as the Party
to be notified has designated by giving notice in compliance with this Section,
except that notices to a Party's twenty-four (24) hour contact number shall be
by telephone and/or facsimile and shall be deemed to have been received on the
date transmitted.




NOTICE CONTACT                              Birch CONTACT                SWBT CONTACT
------------------------------------------- ---------------------------- -------------------------------------
                                                                   
NAME/TITLE                                  Greg Lawhon/ Senior Vice     General Manager-CPAT
                                            President
------------------------------------------- ---------------------------- -------------------------------------
STREET ADDRESS                              1000 Walnut,                 One Bell Plaza, Room 525
                                            Suite 1220
------------------------------------------- ---------------------------- -------------------------------------
CITY, STATE, ZIP CODE                       Kansas City, MO 64106        Dallas,  TX  75202
------------------------------------------- ---------------------------- -------------------------------------
TELEPHONE NUMBER                            1-888-842-7590               1-214-464-8145
------------------------------------------- ---------------------------- -------------------------------------
FAX NUMBER                                  1-888-842-7595               1-214-464-1486
------------------------------------------- ---------------------------- -------------------------------------

------------------------------------------- ----------------------------- -------------------------------------
24-HOUR NETWORK MGMT CONTACT                Birch CONTACT                 SWBT CONTACT
------------------------------------------- ----------------------------- -------------------------------------
NAME/TITLE                                  Michael Griess/Vice           NSMC Control
                                            President Engineering
------------------------------------------- ----------------------------- -------------------------------------
TELEPHONE NUMBER                            1-888-842-7590                1-800-792-2662
------------------------------------------- ----------------------------- -------------------------------------
FAX NUMBER                                  1-888-842-7595
------------------------------------------- ----------------------------- -------------------------------------


31.15    PUBLICITY AND USE OF TRADEMARKS OR SERVICE MARKS.

                  31.15.1 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 publicity matters that mention or display one another's name and/or
marks or contain 
<PAGE>   51
                                                    GENERAL TERMS AND CONDITIONS
                                                                   PAGE 50 OF 48
                                                                      SWBT/Birch

language from which a connection to said name and/or marks may be inferred or
implied; the Party to whom a request is directed shall respond promptly. Nothing
herein, however, shall be construed as preventing either Party from publicly
stating the fact that it has executed this Agreement with the other Party.

                  31.15.2 Nothing in this Agreement shall grant, suggest, or
imply any authority for one Party to use the name, trademarks, service marks, or
trade names of the other for commercial purposes without prior written approval.

         31.16 SECTION 252(i) OBLIGATIONS. If either Party enters into an
agreement (the "Other Agreement") approved by the Commission or FCC pursuant to
Section 252 of the Act (regardless of whether the approved agreement was
negotiated or arbitrated) which provides for the provision of arrangements
covered in this Agreement to another requesting Telecommunications Carrier,
including an Affiliate, such Party shall make available to the other Party such
arrangements upon the same rates, terms and conditions as those provided in the
Other Agreement. At its sole option, the other Party may avail itself of either:
(i) the Other Agreement in its entirety; or (ii) the prices, terms and
conditions of the Other Agreement that directly relate to any of the following
duties as a whole:

         (a)      Interconnection (including compensation for delivery of
                  traffic and intellectual property rights)

         (b)      Exchange Access

         (c)      Unbundled Network Elements (including intellectual property
                  rights)

         (d)      Resale

         (e)      Collocation

         (f)      Number Portability

         (g)      Database Access

         (h)      Access to Rights of Way

         (i)      Operator Services

         (j)      Directory Assistance

         31.17 JOINT WORK PRODUCT. This Agreement is the joint work product of
the Parties and has been negotiated by the Parties and their respective counsel
and shall be fairly interpreted in accordance with its terms and, in the event
of any ambiguities, no inferences shall be drawn against either Party.
<PAGE>   52
                                                    GENERAL TERMS AND CONDITIONS
                                                                   PAGE 51 OF 48
                                                                      SWBT/Birch

         31.18 INTERVENING LAW. This Agreement is entered into as a result of
both private negotiation between the Parties and the incorporation of some of
the results of arbitration by the Commission. If the actions of Missouri or
federal legislative bodies, courts, or regulatory agencies of competent
jurisdiction invalidate, modify, or stay the enforcement of laws or regulations
that were the basis for a provision of the contract, the affected provision
shall be invalidated, modified, or stayed, consistent with the action of the
legislative body, court, or regulatory agency. In such event, the Parties shall
expend diligent efforts to arrive at an agreement respecting the 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.

         31.19 NO THIRD PARTY BENEFICIARIES; DISCLAIMER OF AGENCY. This
Agreement is for the sole benefit of the Parties and their permitted assigns,
and nothing herein express or implied shall create or be construed to create any
third-party beneficiary rights hereunder. Except for provisions herein expressly
authorizing a Party to act for another, nothing in this Agreement shall
constitute a Party as a legal representative or agent of the other Party, nor
shall a Party have the right or authority to assume, create or incur any
liability or any obligation of any kind, express or implied, against or in the
name or on behalf of the other Party unless otherwise expressly permitted by
such other Party. Except as otherwise expressly provided in this Agreement, no
Party undertakes to perform any obligation of the other Party, whether
regulatory or contractual, or to assume any responsibility for the management of
the other Party's business.

         31.20 NO LICENSE. No license under patents, copyrights or any other
intellectual property right (other than the limited license to use consistent
with the terms, conditions and restrictions of this Agreement) is granted by
either Party or shall be implied or arise by estoppel with respect to any
transactions contemplated under this Agreement.

         31.21 SURVIVAL. The Parties' obligations under this Agreement which by
their nature are intended to continue beyond the termination or expiration of
this Agreement shall survive the termination or expiration of this Agreement.

         31.23 SCOPE OF AGREEMENT. This Agreement is intended to describe and
enable specific Interconnection and compensation arrangements between the
Parties. This Agreement does not obligate either Party to provide arrangements
not specifically provided herein.

         31.24 ENTIRE AGREEMENT. The terms contained in this Agreement and any
Schedules, Exhibits, Appendices, tariffs and other documents or instruments
referred to herein, which are incorporated into this Agreement by this
reference, constitute the entire agreement between the Parties with respect to
the subject matter hereof, superseding all prior understandings, proposals and
other communications, oral or written. Neither Party shall be bound by any
preprinted terms additional to or different from those in this Agreement that
may appear subsequently in the other Party's form documents, purchase orders,
quotations, acknowledgments, invoices or other 
<PAGE>   53
                                                    GENERAL TERMS AND CONDITIONS
                                                                   PAGE 52 OF 48
                                                                      SWBT/Birch

communications. This Agreement may only be modified by a writing signed by an
officer of each Party.



<PAGE>   54
                                                    GENERAL TERMS AND CONDITIONS
                                                                   PAGE 53 OF 48
                                                                      SWBT/Birch



   
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed
as of this 21st day of May, 1998.


BIRCH TELECOM OF MISSOURI, INC.           SOUTHWESTERN BELL TELEPHONE COMPANY*


Signature:/s/Gregory C. Lawhon            Signature:/s/Sandy Kinney
_____________________________________     ______________________________________

Name: Gregory C. Lawhon                   Name: Sandy Kinney
_____________________________________     ______________________________________
              (Print or Type)                          (Print or Type)

Title: Senior Vice President              Title: VP-GM Industry Markets.
_____________________________________     ______________________________________
              (Print or Type)                          (Print or Type)
    

   
*SWBT is entering into this agreement in compliance with the Commission's 
Arbitration Order of April 23, 1997. SWBT's execution of this agreement is 
expressly subject to its Application For Rehearing and right of appeal.
    
<PAGE>   55
                                                                    APPENDIX UNE
                                                                    Page 1 of 17
                                                                      SWBT/BIRCH


                                  APPENDIX UNE
<PAGE>   56
                                                                    APPENDIX UNE
                                                                    Page 2 of 17
                                                                      SWBT/BIRCH

                   APPENDIX: UNBUNDLED NETWORK ELEMENTS (UNE)

         I.       Introduction

                  A.       This Appendix Unbundled Network Elements to the
                           Agreement sets forth the unbundled Network Elements
                           that SWBT agrees to offer to LSP. The specific terms
                           and conditions that apply to the unbundled Network
                           Elements are described below. The prices for Network
                           Elements are set forth in UNE Attachment 1.

         II.      General Terms and Conditions

                  A.       SWBT and LSP may agree to connect LSP's facilities
                           with SWBT's network at any technically feasible point
                           for access to unbundled Network Elements for the
                           provision by LSP of a Telecommunications Service.
                           Unbundled Network Elements may not be connected to or
                           combined with SWBT access services or other SWBT
                           tariffed service offerings with the exception of
                           tariffed collocation services.

                  B.       SWBT will provide LSP access to the unbundled Network
                           Elements to permit LSP to combine such Network
                           Elements with other Network Elements obtained from
                           SWBT or with network components provided by itself to
                           provide Telecommunications Services to its customers,
                           provided that such combination is technically
                           feasible and would not impair the ability of other
                           carriers to obtain access to other unbundled network
                           elements or to interconnect with SWBT's network. When
                           LSP recombines unbundled elements to create services
                           identical to SWBT's retail offerings, the prices
                           charged to LSP for the rebundled services will be
                           computed as SWBT's retail prices less the wholesale
                           discount and offered under the same terms and
                           conditions, including the application of access
                           charges. In this situation, "identical" means that
                           LSP is not using its own switching or other
                           functionality or capability together with the
                           unbundled elements in order to produce its service.
                           Any request by LSP for SWBT to provide a type of
                           connection between Network Elements that is not
                           currently being utilized in the SWBT network and is
                           not otherwise provided for under this Agreement will
                           be made in accordance with the Bona Fide Request
                           process described in Section III.

                  C.       When LSP orders unbundled network elements, SWBT will
                           perform the functions necessary to combine unbundled
                           network elements in any manner required by law, even
                           if those elements are not ordinarily combined in
                           SWBT's network, provided that such combination is a)
                           technically feasible; and b) would not impair the
                           ability of other carriers to obtain access to
                           unbundled network elements or to interconnect with
                           SWBT's network as provided in F.C.C. Rule 51.315 (c).
<PAGE>   57
                                                                    APPENDIX UNE
                                                                    Page 3 of 17
                                                                      SWBT/BIRCH


                  D.       LSP is responsible to designate each network element
                           being ordered from SWBT and how those network
                           elements are to be combined. Where multiple SWBT
                           network elements are to be combined, LSP must
                           designate the order in which the elements are to be
                           connected. Where SWBT network elements are to be
                           connected to another carrier's network element(s),
                           LSP will designate how SWBT network element(s) are to
                           be connected (i.e., cross connected) to the network
                           element(s) of the other telecommunications carrier.

                  E.       Various subsections below list the Network Elements
                           that LSP and SWBT have identified as of the Effective
                           Date of this Agreement. SWBT will upon request of LSP
                           and to the extent technically feasible provide LSP
                           additional Network Elements or modifications to
                           previously identified Network Elements for the
                           provision by LSP of a Telecommunications Service.
                           Such requests will be processed in accordance with
                           the Bona Fide Request process.

                  F.       Unbundled Network Elements are provided under this
                           Agreement over such routes, technologies, and
                           facilities as SWBT may elect at its own discretion.
                           If LSP requests special facilities, equipment or
                           routing of unbundled network elements such requests
                           will be handled under the Bona Fide Request process.

                  G.       Subject to the terms herein, SWBT is responsible only
                           for the installation, operation and maintenance of
                           the Network Elements it provides. SWBT is not
                           otherwise responsible for the Telecommunications
                           Services provided by LSP through the use of those
                           elements.

                  H.       Where unbundled elements provided to LSP are
                           dedicated to a single end user, if such elements are
                           for any reason disconnected they will be made
                           available to SWBT for future provisioning needs.
                           Provided that the replacement end user does not
                           subscribe to LSP's local services, LSP agrees to
                           relinquish control of any such unbundled element
                           concurrent with the disconnection of a LSPs end
                           user's service.

                  I.       LSP will, upon request of SWBT, and to the extent
                           technically feasible, provide SWBT access to Network
                           Elements for the provision of SWBT's
                           telecommunications services in accordance with the
                           Act. Such request by SWBT will be processed in
                           accordance with the Bona Fide Request process.

                  J.       Each Party is solely responsible for the services it
                           provides to its end users and to other
                           Telecommunications Carriers.

                  K.       Network elements provided to LSP under the provisions
                           of this Appendix will remain the property of SWBT.

                  L.       SWBT will provide network elements where technically
                           feasible. Where facilities
<PAGE>   58
                                                                    APPENDIX UNE
                                                                    Page 4 of 17
                                                                      SWBT/BIRCH

                           and equipment are not available, LSP may request and,
                           to the extent required by law and as SWBT may
                           otherwise agree, SWBT may provide Network Elements
                           through the Bona Fide Request process.

                  M.       The elements provided pursuant to this Agreement will
                           be available to SWBT at times mutually agreed upon in
                           order to permit SWBT to make tests and adjustments
                           appropriate for maintaining the services in
                           satisfactory operating condition. No credit will be
                           allowed for any interruptions involved during such
                           tests and adjustments.

                  N.       LSP's use of any SWBT network element, or of its own
                           equipment or facilities in conjunction with any SWBT
                           network element, will not materially interfere with
                           or impair service over any facilities of SWBT, its
                           affiliated companies or its connecting and concurring
                           carriers involved in its services, cause damage to
                           their plant, impair the privacy of any communications
                           carried over their facilities or create hazards to
                           the employees of any of them or the public. Upon
                           reasonable written notice and opportunity to cure,
                           SWBT may discontinue or refuse service if LSP
                           violates this provision.

                  O.       When converting a SWBT account to an LSP account or
                           between LSP and another provider, the conversion will
                           be handled as a disconnect of the current account and
                           a new connect of the unbundled network elements
                           account.

                  P.       Performance of Network Elements

                           1.       Each Network Element provided by SWBT to LSP
                                    will meet applicable regulatory performance
                                    standards and be at least equal in quality
                                    and performance as that which SWBT provides
                                    to itself. Each Network Element will be
                                    provided in accordance with SWBT Technical
                                    Publications or other written descriptions,
                                    if any, as changed from time to time by SWBT
                                    at its sole discretion. LSP may request, and
                                    SWBT will provide, to the extent technically
                                    feasible, Network Elements that are superior
                                    or lesser in quality than SWBT provides to
                                    itself and such service will be requested
                                    pursuant to the Bona Fide Request process.

                           2.       Nothing in this Agreement will limit either
                                    Party's ability to modify its network
                                    through the incorporation of new equipment,
                                    new software or otherwise. Each Party will
                                    provide the other Party written notice of
                                    any such upgrades in its network which will
                                    materially impact the other Party's service
                                    consistent with the timelines established by
                                    the FCC in the Second Report and Order, CC
                                    Docket 96-98. LSP will be solely
                                    responsible, at its own expense, for the
                                    overall design of its telecommunications
                                    services and for any redesigning or
                                    rearrangement of its telecommunications
<PAGE>   59
                                                                    APPENDIX UNE
                                                                    Page 5 of 17
                                                                      SWBT/BIRCH

                                    services which may be required because of
                                    changes in facilities, operations or
                                    procedure of SWBT, minimum network
                                    protection criteria, or operating or
                                    maintenance characteristics of the
                                    facilities.

                  Q.       LSP will connect equipment and facilities that are
                           compatible with the SWBT Network Elements and will
                           use Network Elements in accordance with the
                           applicable regulatory standards and requirements
                           referenced in paragraph II, Q.

         III.     Bona Fide Request

                  A.       Sections IV - XI below identify specific unbundled
                           Network Elements and provide the terms and conditions
                           on which SWBT will offer them to LSP. Any request by
                           LSP for an additional unbundled Network Element, or
                           modifications to previously identified Network
                           Elements, both to the extent technically feasible,
                           will be considered under this Bona Fide Request
                           process. Where facilities and equipment are not
                           available, LSP may request and SWBT may agree to
                           provide, Network Elements through the Bona Fide
                           Request process.

                  B.       Each Party will promptly consider and analyze access
                           to new unbundled Network Element with the submission
                           of a Network Element Bona Fide Request hereunder. The
                           Network Element Bona Fide Request process set forth
                           herein does not apply to those services requested
                           pursuant to Report & Order and Notice of Proposed
                           Rulemaking 91-141 (rel. Oct. 19, 1992) paragraph 259
                           and n. 603 and subsequent rulings.

                  C.       A Network Element Bona Fide Request will be submitted
                           in writing and will include a technical description
                           of each requested Network Element, the date when
                           interconnection is requested and the projected
                           quantity of interconnection points ordered with a
                           demand forecast.

                  D.       The requesting Party may cancel a Network Element
                           Bona Fide Request at any time, but will pay the other
                           Party's reasonable and demonstrable costs of
                           processing and/or implementing the Network Element
                           Bona Fide Request up to the date of cancellation.

                  E.       Within ten (10) business days of its receipt, the
                           receiving Party will acknowledge receipt of the
                           Network Element Bona Fide Request.

                  F.       Except under extraordinary circumstances, within
                           thirty (30) days of its receipt of a Network Element
                           Bona Fide Request, the receiving Party will provide
                           to the requesting Party a preliminary analysis of
                           such Network Element Bona Fide Request. The
                           preliminary analysis will confirm that the receiving
                           Party will offer access to the Network Element or
                           will provide a detailed explanation that access to
                           the Network Element is not technically feasible
                           and/or that the request does not qualify as a Network
                           Element that is required to be provided under the
                           Act.
<PAGE>   60
                                                                    APPENDIX UNE
                                                                    Page 6 of 17
                                                                      SWBT/BIRCH


                  G.       If the receiving Party determines that the Network
                           Element Bona Fide Request is technically feasible and
                           otherwise qualifies under the Act, it will promptly
                           proceed with developing the Network Element Bona Fide
                           Request upon receipt of written authorization from
                           the requesting Party. When it receives such
                           authorization, the receiving Party shall promptly
                           develop the requested services, determine their
                           availability, calculate the applicable prices and
                           establish installation intervals.

                  H.       Unless the Parties otherwise agree, the Network
                           Element Bona Fide Request must be priced in
                           accordance with Section 252(d)(1) of the Act.

                  I.       As soon as feasible, but not more than ninety (90)
                           days after its receipt of authorization to proceed
                           with developing the Network Element Bona Fide
                           Request, the receiving Party shall provide to the
                           requesting Party a Network Element Bona Fide Request
                           quote which will include, at a minimum, a description
                           of each Network Element, the availability, the
                           applicable rates and the installation intervals.

                  J.       Within thirty (30) days of its receipt of the Network
                           Element Bona Fide Request quote, the requesting Party
                           must either confirm its order for the Network Element
                           Bona Fide Request pursuant to the Network Element
                           Bona Fide Request quote or seek arbitration by the
                           Commission pursuant to Section 252 of the Act.

                  K.       If a Party to a Network Element Bona Fide Request
                           believes that the other Party is not requesting,
                           negotiating or processing the Network Element Bona
                           Fide Request in good faith, or disputes a
                           determination, or price or cost quote, such Party may
                           seek mediation or arbitration by the Commission
                           pursuant to Section 252 of the Act.

         IV.      Network Interface Device

                  A.       The Network Interface Device (NID) element is a
                           cross-connect used to connect LSP provided loop
                           facilities to inside wiring. The fundamental function
                           of the NID is to establish the official network
                           demarcation point between a carrier and its end-user
                           customer. The NID contains the appropriate and
                           accessible connection points or posts to which the
                           service provider and the end-user customer each make
                           its connections.

                  B.       LSP may connect to the customer's inside wire at the
                           SWBT NID, as is, at no charge. Any repairs, upgrade
                           and rearrangements required by LSP will be performed
                           by SWBT based on time and material charges.

                  C.       LSP will provide its own NID and will interface to
                           the customer's premises wiring through connections in
                           the customer chamber of the SWBT NID.

                  D.       With respect to multiple dwelling units or
                           multiple-unit business premises, LSP will provide its
                           own NID, will connect directly with the customer's
                           inside wire and will not require any connection to
                           the SWBT NID, unless such
<PAGE>   61
                                                                    APPENDIX UNE
                                                                    Page 7 of 17
                                                                      SWBT/BIRCH



                           premises are served by "single subscriber" type NIDs.

                  E.       The SWBT NIDs that LSP uses under this Appendix will
                           be those installed by SWBT to serve its customers.

                  F.       LSP will not attach to or disconnect SWBT's ground.
                           LSP will not cut or disconnect SWBT's loop from its
                           protector. LSP will not cut any other leads in the
                           NID. LSP will protect all disconnected leads with
                           plastic sleeves and will store them within the NID
                           enclosure. LSP will tighten all screws or lugs
                           loosened by LSP in the NID's enclosure and replace
                           all protective covers.

         V.       Local Loop

                  A.       A "loop" is a dedicated transmission facility
                           (including use of SWBT NID) between a distribution
                           frame (or its equivalent) in a SWBT central office
                           and an end user customer premises.

                  B.       SWBT will provide at the rates, terms, and conditions
                           set out in UNE Attachment 1 the following:

                           1.       The 2-Wire analog loop supports analog voice
                                    frequency, voice band services with loop
                                    start signaling within the frequency
                                    spectrum of approximately 300 Hz and 3000
                                    Hz.

                           2.       SWBT will offer 5 dB conditioning on a
                                    2-wire analog loop as the standard
                                    conditioning option available.

                           3.       The 4-Wire analog loop provides a
                                    non-signaling voice band frequency spectrum
                                    of approximately 300 Hz to 3000 Hz. The
                                    4-Wire analog loop provides separate
                                    transmit and receive paths.

                           4.       The 2-Wire digital loop 160 Kbps supports
                                    Basic Rate ISDN (BRI) digital exchange
                                    services. The 2-Wire digital loop 160 Kbps
                                    supports usable bandwidth up to 160 Kbps.

                           5.       The 4-Wire digital loop 1.544 Mbps will
                                    support DS1 service including Primary Rate
                                    ISDN (PRI). The 4-wire digital loop 1.544
                                    Mbps supports usable bandwidth up to 1.544
                                    Mbps.

         C.       If LSP requests one or more unbundled Loops serviced by
                  Integrated Digital Loop Carrier (IDLC) or Remote Switching
                  technology, SWBT will, where available, move the requested
                  unbundled Loop(s) to a spare, existing physical or a universal
                  digital loop carrier unbundled Loop at no additional charge to
                  LSP. If, however, no spare unbundled Loop is available, SWBT
                  will within two business days, excluding weekends and
                  holidays, of LSP's request notify LSP of the lack of available
                  facilities. LSP may request alternative arrangements through
                  the Bona Fide Request process.
<PAGE>   62
                                                                    APPENDIX UNE
                                                                    Page 8 of 17
                                                                      SWBT/BIRCH

         D.       In addition to any liability provisions in this agreement,
                  SWBT does not guarantee or make any warranty with respect to
                  unbundled loops when used in an explosive atmosphere. LSP will
                  indemnify, defend and hold SWBT harmless from any and all
                  claims by any person relating to LSP's or LSP end user's use
                  of unbundled loops in an explosive atmosphere.

VI.      Local Switching

         A.       The local switching element encompasses line-side and trunk
                  side facilities plus the features, functions and capabilities
                  of the switch. The line side facilities include the connection
                  between a loop termination at, for example, a main
                  distribution frame (MDF), and a switch line card. Trunk-side
                  facilities include the connection between, for example, trunk
                  termination at a trunk-side cross-connect panel and a trunk
                  card. The local switching element includes all features,
                  functions, and capabilities of the local switch, including but
                  not limited to the basic switching function of connecting
                  lines to lines, lines to trunks, trunks to lines and trunks to
                  trunks. It also includes the same basic capabilities that are
                  available to SWBT customers, such as a telephone number, dial
                  tone, signaling and access to 911, operator services,
                  directory assistance, and features and functions necessary to
                  provide services required by law. In addition, the local
                  switching element includes all vertical features that the
                  switch is capable of providing, including custom calling,
                  CLASS features, and centrex-like capabilities.

         B.       SWBT will route InterLATA calls as defined by the exchange
                  dialing plan via the existing PIC process when LSP uses Local
                  Switching elements. Until such time that the commission
                  mandates intraLATA presubscription, SWBT will route IntraLATA
                  Toll calls as defined by the exchange dialing plan when LSP
                  uses Local Switching elements and will provide intraLATA toll
                  to LSP without other usage sensitive charges. When the
                  commission mandates intraLATA presubscription, SWBT will route
                  IntraLATA Toll calls to the presubscribed carrier.

         C.       When LSP requests Unbundled Common Transport, SWBT's Local
                  Switching element will route local calls on SWBT's common
                  network to the appropriate trunk or lines for call origination
                  or termination.

         D.       SWBT will provide the Local Switching element only with
                  standard central office treatments (e.g., busy tones, vacant
                  codes, fast busy, etc.), supervision and announcements.

         E.       SWBT will control congestion points such as those caused by
                  radio station call-ins, and network routing abnormalities,
                  using capabilities such as Automatic Call Gapping, Automatic
                  Code Gapping, Automatic Congestion Control, and Network
                  Routing Overflow. LSP agrees to respond to SWBT's
                  notifications regarding network congestion.
<PAGE>   63
                                                                    APPENDIX UNE
                                                                    Page 9 of 17
                                                                      SWBT/BIRCH


         F.       SWBT will provide switch interfaces to adjuncts in the same
                  manner it provides them to itself. LSP requests for use of
                  SWBT adjuncts will be handled through the Bona Fide Request
                  process.

         G.       SWBT will allow LSP to designate the features and functions
                  that are activated on a particular unbundled switch port to
                  the extent such features and functions are available or as may
                  be requested by the Bona Fide Request process.

         H.       Switch Ports

                  1.       Analog Line Port: A line side switch connection
                           available in either a loop or ground start signaling
                           configuration used primarily for Switched voice
                           communications.

                  2.       Analog (DID) Trunk Port: A trunk side switch
                           connection used for voice communications via customer
                           premises equipment primarily provided by a Private
                           Branch Exchange (PBX) switch.

                  3.       ISDN Basic Rate Interface (BRI) Port: A line side
                           switch connection which provides ISDN Basic Rate
                           Interface (BRI) based capabilities.

                  4.       ISDN Primary Rate Interface (PRI) Trunk Side Port:
                           trunk side switch connection which provides Primary
                           Rate Interface (PRI) ISDN Exchange Service
                           capabilities.

VII.     Tandem Switching

         A.       Tandem Switching is defined as: (1) trunk-connect facilities,
                  including but not limited to the connection between trunk
                  termination at a cross-connect panel and a switch trunk card,
                  (2) the basic switching function of connecting trunks to
                  trunks; and (3) all technically feasible functions that are
                  centralized in tandem switches (as distinguished from separate
                  end-office switches), including but not limited to call
                  recording, the routing of calls to operator services, and
                  signaling conversion features.

         B.       Tandem Switching will provide trunk to trunk connections for
                  local calls between two end offices.

         C.       To the extent all signaling is SS7, Tandem Switching will
                  preserve CLASS/LASS features and Caller ID as traffic is
                  processed. Additional signaling information and requirements
                  are provided in Section IX.

VIII.             Interoffice Transport

         A.       The Interoffice Transport network element is defined as SWBT
                  interoffice transmission facilities dedicated to a particular
                  customer or carrier, or shared by more than one customer or
                  carrier, that provide telecommunications between wire centers
                  owned by SWBT or LSP, or between switches owned by SWBT or
                  LSP. Interoffice Transport includes
<PAGE>   64
                                                                    APPENDIX UNE
                                                                    Page 9 of 17
                                                                      SWBT/BIRCH


                  Common Transport and Dedicated Transport.

         B.       SWBT will be responsible for the engineering, provisioning,
                  and maintenance of the underlying equipment and facilities
                  that are used to provide Interoffice Transport.

         C.       Common Transport - Common Transport is a shared interoffice
                  transmission path between SWBT switches. Common Transport will
                  permit LSP to connect its Unbundled Local Switching element
                  purchased from SWBT with Common Transport to transport the
                  local call dialed by the Unbundled Local Switching element to
                  its destination through the use of SWBT's common transport
                  network. Common Transport will also permit LSP to utilize
                  SWBT's common network between a SWBT tandem and a SWBT end
                  office.

         D.       Dedicated Transport

                  1.       Dedicated Transport is an interoffice transmission
                           path dedicated to a particular customer or carrier
                           that provides telecommunications between wire centers
                           owned by SWBT or LSP, or between switches owned by
                           SWBT or LSP.

                  2.       SWBT will offer Dedicated Transport as a circuit
                           (e.g., DS1, DS3) dedicated to LSP.

                  3.       SWBT will provide Dedicated Transport at the
                           following speeds: DS1 (1.544 Mbps), DS3 (45 Mbps),
                           OC3 (155.520 Mbps) and OC12 (622.080 Mbps). In
                           addition, SWBT offers OC48 (2488.320 Mbps) bandwidth
                           as an option for interoffice capacity.

                  4.       In addition to any liability provisions in this
                           agreement, SWBT does not guarantee or make any
                           warranty with respect to entrance facilities when
                           used in an explosive atmosphere. LSP will indemnify,
                           defend and hold SWBT harmless from any and all claims
                           by any person relating to LSP's or LSP end user's use
                           of unbundled loops in an explosive atmosphere.

         E.       Digital Cross-Connect System (DCS) - SWBT will offer Digital
                  Cross-Connect System (DCS) in conjunction with the unbundled
                  dedicated transport element with the same functionality that
                  is offered to interexchange carriers.

IX.      Signaling Networks and Call-Related Databases - Signaling Networks and
         Call-Related Databases are Network Elements that include Signaling Link
         Transport, Signaling Transfer Points, and Service Control Points and
         Call-Related Databases. Access to SWBT's signaling network and call
         related databases will be provided as described in the following
         Appendices: SS7, LIDB Validation, LIDB, CNAM, 800, and AIN.
<PAGE>   65
                                                                    APPENDIX UNE
                                                                   Page 11 of 17
                                                                      SWBT/BIRCH


X.       Operations Support Systems Functions

         A.       Operations Support Systems Functions consist of pre-ordering,
                  ordering, provisioning, maintenance and repair, and billing
                  functions supported by SWBT's databases and information.

         B.       SWBT will provide LSP access to its Operations Support Systems
                  Functions as outlined in Appendix OSS.

XI.      Cross Connects

         A.       The cross connect is the media between the SWBT distribution
                  frame and an LSP designated collocation or to other SWBT
                  unbundled network elements purchased by LSP.

         B.       SWBT offers a choice of four types of cross connects with each
                  unbundled loop type. The applicable cross connects are as
                  follows:

                  1.       Cross connect to DCS
                  2.       Cross connect to MUX
                  3.       Cross connect to Collocation
                  4.       Cross connect to Switch Port

         C.       Cross connects must also be ordered with Unbundled Dedicated
                  Transport (UDT).

                  1.       The LSP must specify when placing an UDT order, in
                           what order the unbundled network components are to be
                           connected.

                  2.       The Cross Connect being requested must have a
                           compatible interface to each of the elements which
                           the Cross Connect is joining together.

                  3.       The following cross connects are available with UDT:

                           a)       Voice Grade 2-Wire
                           b)       Voice Grade 4-Wire
                           c)       DS0 - DCS to Collocation
                           d)       DS1
                           e)       DS3
                           f)       OC3
                           g)       OC12
                           h)       OC48

XII.     Pricing

         A.       Attached hereto as UNE Attachment 1 is a schedule which
                  reflects the prices at which SWBT agrees to furnish Unbundled
                  Network Elements to LSP. LSP agrees to compensate SWBT for
                  unbundled Network elements at the rates contained in this
                  Appendix. Unbundled Network Elements are available from SWBT
                  on a per unbundled Network Element basis at prices as
                  contained in UNE Attachment 1.
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                                                                    APPENDIX UNE
                                                                   Page 12 of 17
                                                                      SWBT/BIRCH


         B.       For any rate element and/or charge contained in or referenced
                  to in this Appendix that are not listed in the attached UNE
                  Attachment 1, including Bona Fide Requests, SWBT and LSP will
                  negotiate prices.

         C.       Unless otherwise stated, SWBT will render a monthly bill for
                  Network Elements provided hereunder. Remittance in full will
                  be due within thirty (30) days of receipt of invoice. Interest
                  will apply on overdue amounts.

         D.       SWBT will recover the costs of modifying its outside plant
                  facilities for LSP space requirements. These costs will be
                  recovered via the Bona Fide Request process described herein.

         E.       Recurring Charges

                  1.       Unless otherwise listed below, where Rates are shown
                           as monthly, a month will be defined as a calendar
                           month. The minimum term for each monthly rated
                           element will be one (1) month. After the initial
                           month, billing will be on the basis of whole or
                           fractional months used. The minimum service period
                           for elements provided under the Bona Fide Request
                           process may be longer.

                  2.       When an unbundled network element with a minimum
                           period greater than one month is discontinued prior
                           to the expiration of the minimum period, the
                           applicable charge will be the total monthly charges,
                           for the remainder of the minimum period.

                  3.       The minimum service period for unbundled dedicated
                           transport element at the DS3 level and above is 12
                           months.

                  4.       Where rates will be based on minutes of use, usage
                           will be accumulated at the end office or other
                           measurement point without any per call rounding and
                           total minutes by end office are rounded to the next
                           higher minute. LSP will pay for all usage on such
                           calls including those that are not completed due to
                           busy or don't answer conditions.

                  5.       Where rates are based on miles, the mileage will be
                           calculated on the airline distance involved between
                           the locations. To determine the rate to be billed,
                           SWBT will first compute the mileage using the V&H
                           coordinates method, as set forth in the National
                           Exchange Carrier Association, Inc. Tariff F.C.C. No
                           4. When the calculation results in a fraction of a
                           mile, SWBT will round up to the next whole mile
                           before determining the mileage and applying rates.

         F.       Non-Recurring Charges

                  1.       There are non-recurring charges for the first
                           connection on an LSP order as well as separate
                           non-recurring charges for each additional connection
                           associated with the same LSP order at the same LSP
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                                                                    APPENDIX UNE
                                                                   Page 13 of 17
                                                                      SWBT/BIRCH


                           specified premises. When converting the SWBT account
                           to LSP or between LSP and another local service
                           provider, the conversion will be handled as a
                           disconnect of the current account and a new connect
                           of the unbundled network element account.

                  2.       LSP will pay a non-recurring charge when an LSP adds
                           or removes a signaling point code. The rates and
                           charges for Signaling Point Code(s) are identified in
                           the Pricing Schedule. This charge also applies to
                           point code information provided by LSP allowing other
                           telecommunications providers to use LSP's SS7
                           signaling network.

                  3.       A service order processing (Service Order) charge
                           will apply for each service order issued by SWBT to
                           process a request for installation, disconnection,
                           rearrangement, changes to or record orders for
                           unbundled elements.

         G.       Maintenance of Elements

                  1.       The network elements provided by SWBT pursuant to
                           this Appendix will be maintained by SWBT. LSP or
                           others may not rearrange, move, disconnect, remove or
                           attempt to repair any facilities provided by SWBT,
                           other than by connection or disconnection to any
                           interface means used, except with the written consent
                           of SWBT.

                  2.       If trouble occurs with unbundled network elements
                           provided by SWBT, LSP will first determine whether
                           the trouble is in LSP's own equipment and/or
                           facilities or those of the end user. If LSP
                           determines the trouble is in SWBT's equipment and/or
                           facilities, LSP will issue a trouble report to SWBT.

                  3.       LSP will pay Time and Material charges when LSP
                           reports a suspected failure of a network element and
                           SWBT dispatches personnel to the end user's premises
                           or a SWBT central office and trouble was not caused
                           by SWBT's facilities or equipment. Time and Material
                           charges will include all technicians dispatched,
                           including technicians dispatched to other locations
                           for purposes of testing.

                  4.       LSP will pay Time and Material charges when SWBT
                           dispatches personnel and the trouble is in equipment
                           or communications systems provided an entity by other
                           than SWBT or in detariffed CPE provided by SWBT,
                           unless covered under a separate maintenance
                           agreement.

                  5.       If LSP issues a trouble report allowing SWBT access
                           to the end user's premises and SWBT personnel are
                           dispatched but denied access to the premises, then
                           Time and Material charges will apply for the period
                           of time that SWBT personnel are dispatched.
                           Subsequently, if SWBT personnel are allowed access to
                           the premises, the charges
<PAGE>   68
                                                                    APPENDIX UNE
                                                                   Page 14 of 17
                                                                      SWBT/BIRCH



                           discussed herein will still apply.

                  6.       Time and Material charges apply on a first and
                           additional basis for each half hour or fraction
                           thereof. If more than one technician is dispatched in
                           conjunction with the same trouble report, the total
                           time for all technicians dispatched will be
                           aggregated prior to the distribution of time between
                           the "First Half Hour or Fraction Thereof" and "Each
                           Additional Half Hour or Fraction Thereof" rate
                           categories. Basic Time is work related efforts of
                           SWBT performed during normally scheduled working
                           hours on a normally scheduled work day. Overtime is
                           work related efforts of SWBT performed on a normally
                           scheduled work day, but outside of normally scheduled
                           working hours. Premium Time is work related efforts
                           of SWBT performed other than on a normally scheduled
                           work day.

                  7.       If LSP requests or approves a SWBT technician to
                           perform services in excess of or not otherwise
                           contemplated by the nonrecurring charges herein, LSP
                           will pay for any additional work to perform such
                           services, including requests for installation or
                           conversion outside of normally scheduled working
                           hours.

         H.       Other Pricing Terms and Conditions for Unbundled Local
                  Switching (ULS)

                  1.       When LSP purchases Unbundled Local Switching, SWBT
                           will provide LSP the vertical features that the
                           switch is equipped to provide, as part of the usage
                           charges associated with ULS. LSP will pay
                           non-recurring charges to activate such features in
                           association with a particular ULS Port type. There
                           are two levels of non-recurring charges. The first
                           will apply when the features are activated at the
                           same time the port is established. A different
                           non-recurring charge applies when the feature is
                           activated subsequent to initial installation of the
                           port.

                  2.       When the NXX of the telephone number provided to LSP
                           is one associated with an optional EAS arrangement,
                           LSP will pay a flat-rated monthly port additive for
                           the optional EAS toll package(s) inherent in the
                           telephone number.

                  3.       LSP will pay the Toll Free Database query rate for
                           each query received and processed by SWBT's database.
                           When applicable, the charge for the additional
                           features (Designated 10-Digit Translation, Call
                           Validation and Call Handling and Destination) are per
                           query and in addition to the Toll Free Database query
                           charge, and will also be paid by LSP.

                  4.       Use of SWBT's SS7 signaling network will be provided
                           for unbundled local switching as set forth in
                           Appendix SS7. LSP does not
<PAGE>   69
                                                                    APPENDIX UNE
                                                                   Page 15 of 17
                                                                      SWBT/BIRCH


                           separately order SS7 under this method. LSP will be
                           charged for the use of the SWBT SS7 network on a per
                           call basis when the SS7 network is used in
                           conjunction with unbundled local switching.

                  5.       With Unbundled Local Switching, SWBT will make
                           available features that require resources outside the
                           switch, but LSP will pay additional charges (e.g.,
                           TCAP messages, SS7 Signaling, database queries, etc.)
                           for such features.

                  6.       Associated with Unbundled Local Switching, LSP will
                           pay a non-recurring and a monthly recurring charge
                           for the establishment of common block for a
                           particular end user served by LSP. LSP will also pay
                           a non-recurring charge for activation of features
                           associated with individual ports and for subsequent
                           changes to features associated with individual ports.
                           These non-recurring charges are separate from the
                           service charges for service order processing.

         I.       Temporary Rate Structure for Unbundled Local Switching (ULS)

                  1.       LSP will be charged a per minute rate for each local
                           call generated by an unbundled local ULS port, when
                           both the originating and terminating telephone number
                           are in the same 11 digit CLLI end office. When LSP
                           uses a ULS port to initiate a call to a terminating
                           number associated with a different 11 digit CLLI, LSP
                           will pay a rate per minute for ULS plus a rate per
                           minute for UCT transport. The parties agree to assume
                           that SWBT's common transport network is used in this
                           latter case.

         J.       Standard Interim Structure for ULS

                  1.       Intra Switch Calls - On calls originating and
                           terminating in the same switch:

                           a)       LSP will pay ULS-O for a call originating
                                    from an ULS line or trunk port that
                                    terminates to a SWBT end user service line
                                    or any other unbundled line or trunk port
                                    which is connected to the same end office
                                    switch.

                           b)       LSP will pay ULS-O for a centrex-like ULS
                                    intercom call in which the LSP's user dials
                                    from one centrex-like station to another
                                    centrex-like station in the same common
                                    block defined system.

                           c)       SWBT will not bill ULS-T for calls
                                    originating from a bundled line port (a line
                                    port associated with the provision of resold
                                    local service by SWBT, or associated with
                                    local service to SWBT end user) and
                                    terminating to a ULS Port.
<PAGE>   70
                                                                    APPENDIX UNE
                                                                   Page 16 of 17
                                                                      SWBT/BIRCH


                           d)       SWBT will not bill ULS-T for Intraswitch
                                    calls originated by an unbundled ULS port
                                    even when the line to which the call is
                                    terminated is another ULS Port.

                  2.       Inter Switch Calls - On calls not originating and
                           terminating in the same switch:

                           a)       When a call originates from an ULS Port and
                                    is routed to SWBT's public network via a
                                    connection to UCT, ULS-O will apply. Charges
                                    for UCT as outlined below will also apply.

                           b)       When an InterLATA toll call is initiated
                                    from an ULS port it will be routed to the
                                    end user PIC choice. ULS-O usage charges
                                    will apply to LSP in such event.

                           c)       Until IntraLATA Dialing Parity, all
                                    intraLATA toll calls initiated by ULS Port
                                    will be routed to SWBT. The LSP will pay
                                    IntraLATA toll rates for such calls. No ULS
                                    usage charges will apply to LSP in such
                                    event.

                           d)       After IntraLATA Dialing Parity, IntraLATA
                                    toll calls from ULS Ports will be routed to
                                    the end user PIC choice. ULS-O charges will
                                    apply.

                           e)       When LSP uses ULS Ports to initiate an
                                    800/888 call, SWBT will perform the
                                    appropriate database query and route the
                                    call to the indicated IXC. No ULS-O charges
                                    will apply to the ULS Port.

                           f)       When a call that has been routed through
                                    SWBT's public network terminates to an ULS
                                    Port, from another of the same LSP's ports
                                    or another LSP's ULS Port, ULS-T charges
                                    will apply.

                           g)       When a call that has been routed through
                                    SWBT's public network terminates to an ULS
                                    Port, from the bundled local exchange
                                    service of SWBT, ULS-T charges will apply.

                           h)       When a call terminates to an ULS Port via
                                    terminating access services provided by SWBT
                                    (e.g., FGA, FGB, FGD, WATS etc.) SWBT will
                                    assess ULS-T charges.

                           i)       When a call which has been routed from
                                    another network terminates to an ULS line
                                    port, ULS-T charges will apply.


<PAGE>   71
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                                                                    PAGE 1 OF 10
                                                                      SWBT/BIRCH





                                APPENDIX OSS-UNE





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                                                                      SWBT/BIRCH


                                  APPENDIX OSS

                 ACCESS TO OPERATIONS SUPPORT SYSTEMS FUNCTIONS

1.       GENERAL CONDITIONS

         1.1 This Appendix sets forth the terms and conditions under which SWBT
provides nondiscriminatory access to SWBT's operations support systems (OSS)
"functions" to LSP for pre-ordering, ordering, provisioning, maintenance /
repair, and billing. Such functions will be made available for Unbundled Network
Elements ("UNE") in a non-discriminatory manner under the terms of the governing
Interconnection Agreement and appendices.

         1.2 The functions, for UNE, will be accessible via electronic
interface, as described herein, where such functions are available. Manual
access will be available to all pre-ordering, ordering, provisioning, and
billing functions via the Local Service Provider Service Center (LSPSC). LSP may
continue to use manual processes through SWBT to access OSS functions even after
the electronic interfaces are available. The provisions governing use of
electronic interfaces will apply at such time as LSP begins to utilize the
electronic interface. LSP may utilize this manual process for some OSS functions
and electronic access for other OSS functions. Repair and maintenance functions
are available via manual handling by the Local Service Provider Center (LSPC).

         1.3 LSP agrees to utilize SWBT electronic interfaces, as SWBT defines
in its requirements, only for the functions described herein for the purposes of
establishing and maintaining UNE. In addition, LSP agrees that such use will
comply with the summary of SWBT's Operating Practice No. 113, Protection of
Electronic Information, titled Competitive Local Exchange Carrier Security
Policies and Guidelines.

         1.4 LSP's access to OSS functions will only be utilized to view an end
user's Customer Proprietary Network Information (CPNI) under the conditions set
forth and agreed to in Exhibit A and elsewhere in this Appendix. Once the
conditions set forth in Appendix A are satisfied, LSP may access the end user's
CPNI pursuant to this Section 1.4.

         1.5 By utilizing electronic interfaces to access OSS functions, LSP
acknowledges and agrees to perform accurate and correct ordering as it relates
to SWBT billing functions per the terms of this Agreement. Further, LSP
recognizes that such billing functions for conversion orders require viewing
CPNI as described in Section 1.4 above. All exception handling must be requested
manually from the LSC.

         1.6 In areas where UNE order functions are not available via an
electronic interface for the pre-order, ordering and provisioning processes,
SWBT and LSP will utilize manual processes until such time as the transactions
can be electronically transmitted, subject to Section 1.2.
<PAGE>   73
                                                     APPENDIX OSS-UNE (MISSOURI)
                                                                    PAGE 3 OF 10
                                                                      SWBT/BIRCH


         1.7 SWBT will provide a help desk function for electronic system
interfaces.

         1.8 SWBT and LSP will jointly establish interface contingency and
disaster recovery plans for the pre-order, ordering and provisioning of UNE.

         1.9 SWBT reserves the right to modify or discontinue the use of any
system or interface as it deems appropriate.

         1.10 If LSP elects to utilize electronic interfaces based upon industry
guidelines for UNE, SWBT and LSP agree to work together to implement the
guidelines issued by the Order and Billing Forum (OBF) and the
Telecommunications Industry Forum (TCIF) and conform to uniform industry
guidelines for electronic interfaces for pre-order, ordering, and provisioning.
Neither Party waives its rights in such forums in the implementation of the
standards. To achieve industry standard system functionality as quickly as
possible, the Parties acknowledge that SWBT may deploy these interfaces with
requirements developed in advance of industry guidelines. Thus, subsequent
modifications may be necessary to comply with emerging standards. LSP and SWBT
are individually responsible for evaluating the risk of developing their
respective systems in advance of standards and agree to support their own system
modifications to comply with new requirements.

         1.11 If LSP determines that additional or different information and/or
functionality is required or desirable with respect to any of the OSS functions,
whether covered by this Agreement or otherwise, LSP shall request such
information or functionality from SWBT.

         1.12 To the extent LSP feels that outages affecting its access to OSS
are excessive, the Parties agree that this matter may be raised as a dispute to
be handled per the Dispute Resolution Process of the Interconnection Agreement
without prejudice to the other rights of either party.

2.       PRE-ORDER

         2.1 SWBT will provide real time access to pre-order functions to
support LSP ordering of UNE via several electronic interfaces. The Parties
acknowledge that ordering requirements necessitate the use of current, real time
pre-order information to accurately build service orders. The following lists
represent pre-order functions that are available to LSP so that LSP order
requests may be created to comply with SWBT ordering requirements.

         2.2      PRE-ORDERING FUNCTIONS FOR UNE INCLUDE:

                  2.2.1 customer name, billing address and residence or business
address, billed telephone numbers and features and services available in the end
office where the customer is provisioned;

                  2.2.2 features and services to which the customer subscribes
(LSP agrees that LSP's representatives will not access the information specified
in this Subsection until after the
<PAGE>   74
                                                     APPENDIX OSS-UNE (MISSOURI)
                                                                    PAGE 4 OF 10
                                                                      SWBT/BIRCH


customer requests that the customer's local exchange service provider be changed
to LSP, and such request complies with conditions of Exhibit A of this
Appendix.)

                  2.2.3 telephone number (if the customer does not have one
assigned) with the customer on-line;

                  2.2.4 PIC options for intraLATA toll (when available) and
interLATA toll;

                  2.2.5 address verification;

                  2.2.6 channel facility assignment (CFA), network channel (NC),
and network channel interface (NCI) data;

         2.3. ELECTRONIC ACCESS TO PRE-ORDER FUNCTIONS: Upon request by
LSP for electronic access to pre-ordering functions, SWBT will provide LSP
access to one or more of the following systems:

                  2.3.1 UNE PRE-ORDER SYSTEM AVAILABILITY:

                  2.3.1.1 DataGate is a transaction-based data query system
through which SWBT will provide LSP access for the functions of gathering
pre-ordering information to support industry standardized ordering processes for
Residential and Business Resale services. When ordering UNE services, LSP's
representatives will have access to a pre-order electronic gateway provided by
SWBT for both consumer and business customers that provides real-time access to
SWBT's operations systems. This gateway shall be a Transmission Control
Protocol/Internet Protocol (TCP/IP) gateway and will allow the LSP
representatives to perform the pre-order functions for Resale services, as
described above. SWBT and LSP agree to work together to develop and implement an
electronic communication interface that will replace this initial pre-order
electronic interface consistent with industry guidelines developed by the OBF
and the TCIF.

                  2.3.1.2 VERIGATE is an Access Service Pre-order system that
will also provide access to the pre-ordering functions for UNE Services.
VERIGATE may be used in connection with electronic or manual ordering. VERIGATE
preorder functionality "features and services to which the customer currently
subscribes" will be made available by third quarter 1997.

         2.4      OTHER PRE-ORDER FUNCTION AVAILABILITY:

                  2.4.1 Where due dates are not available electronically, SWBT
will provide LSP with due date interval for inclusion in the service order
request.

                  2.4.2 In addition to electronic interface access to pre-order
information, upon request, SWBT will provide LSP pre-order information in batch
transmission for the purposes of
<PAGE>   75
                                                     APPENDIX OSS-UNE (MISSOURI)
                                                                    PAGE 5 OF 10
                                                                      SWBT/BIRCH


back-up data for periods of system unavailability. The parties recognize such
information must be used to construct order requests only in exception handling
situations.

         2.5 The provisions of Section 1.2 shall apply with respect to the
functions addressed in this Section 2.

3.       ORDERING/PROVISIONING

         3.1 SWBT will provide access to ordering functions to support LSP
provisioning of UNE services via one or more electronic interfaces. Upon request
for electronic access to ordering functions, SWBT will provide LSP access to one
or more of the following systems or interfaces:

         3.2      UNE SERVICE ORDER REQUEST ORDERING SYSTEM AVAILABILITY:

                  3.2.1 In ordering and provisioning UNE, LSP and SWBT will
utilize mutually agreeable standard industry order formats and data elements
developed by OBF and TCIF EDI. Where industry standards do not currently exist
for the ordering and provisioning of UNE, LSP and SWBT agree to jointly develop
a form for ordering Common-Use UNE. Common-Use UNE, including, without
limitation, tandem switching, signaling and call-related databases, Operator
Services and DA, and Operations Support Systems, shall be ordered in a manner
that is consistent with OBF Access Service Request Process; in addition
customized routing will be ordered in the same manner. Customer Specific UNE,
including, Local Loop (which includes NID), and unbundled Local Switching, and
Interim Number Portability will be ordered consistent with the OBF Local Service
Request (LSR) process.

         3.3 SWBT will provision UNE as prescribed in LSP order requests. Access
to status on such orders of UNE will be provided via the following electronic
interfaces:

                  3.3.1 Order Status will allow LSP to check service order
status.

                  3.3.2 In cases of EDI ordering, SWBT will provide to LSP an
EDI electronic interface for transferring and receiving orders, Firm Order
Confirmation (FOC), service completion, and, as available, other provisioning
data and information. SWBT provides LSP with a FOC for each Resale and UNE
service request. The FOC includes but is not necessarily limited to: purchase
order number, telephone number, Local Service Request number, due date, Service
Order number, and completion date. Upon work completion, SWBT will provide LSP
with an 855 EDI transaction-based Order Completion that states when that order
was completed. LSP may submit supplement requests via the 860 EDI transaction,
and, where available, SWBT will provide LSP an 865 EDI transaction-based
Completion notice.

         3.4 The provisions of Section 1.2 shall apply with respect to access to
the functions described in this Section 3.
<PAGE>   76
                                                     APPENDIX OSS-UNE (MISSOURI)
                                                                    PAGE 6 OF 10
                                                                      SWBT/BIRCH


4.       MAINTENANCE/REPAIR

         4.1 Two real time electronic interfaces are accessible to place, and
check the status of, trouble reports for UNE. Upon request, LSP may access these
functions via the following methods:

                  4.1.1 Trouble Administration (TA) system access provides LSP
with SWBT software that allows LSP to submit trouble reports and subsequently
check status on trouble reports for LSP end-users. TA will provide the ability
to review the maintenance history of a converted Resale LSP account.

                  4.1.2 Electronic Bonding Interface (EBI) is an interface that
is available for trouble report submission and status updates. This EBI will
conform to ANSI guidelines T1:227:1995 and T1.228:1995, Electronic
Communications Implementation Committee (ECIC) Trouble Report Format Definition
(TFRD) Number 1 as defined in ECIC document ECIC/TRA/95-003, and all guidelines
referenced within those documents, as mutually agreed upon by LSP and SWBT.
Functions currently implemented will include Enter Trouble, Request Trouble
Report Status, Add Trouble Information, Modify Trouble Report Attributes,
Trouble Report Attribute Value Change Notification, and Cancel Trouble Report,
as explained in 6 and 9 of ANSI T1.228:1995. LSP. SWBT will exchange requests
over a mutually agreeable X.25-based network.

         4.2 The provisions of Section 1.2 shall apply with respect to access to
the functions described in this Section 4.

5.       BILLING

         5.1 SWBT shall bill LSP for UNE. SWBT shall send associated billing
information to LSP as necessary to allow LSP to perform billing functions. At
minimum SWBT will provide LSP billing information in a paper format or via
magnetic tape, as agreed to between LSP and SWBT.

         5.2 ELECTRONIC ACCESS TO BILLING INFORMATION FOR UNE WILL ALSO BE
AVAILABLE VIA THE FOLLOWING INTERFACES:

                  5.2.1 SWBT makes available to LSPs a local Bill Data Tape to
receive data in an electronic format from its CABS database, the same
information that would appear on its paper bill.

                  5.2.2 LSP may also view billing information through the Bill
Information interface. Bill Information will be accessible via SWBT Toolbar.

                  5.2.3 SWBT shall provide LSPs a Usage Extract Feed
electronically, on a daily basis, with information on the usage billed to its
accounts for UNE in the industry standardized
<PAGE>   77
                                                     APPENDIX OSS-UNE (MISSOURI)
                                                                    PAGE 7 OF 10
                                                                      SWBT/BIRCH


Exchange Message Record (EMR) format.

                  5.2.4 LSP may receive Local Disconnect Report records (via
CARE records) electronically that indicate when LSP's customers, utilizing SWBT
ports, change their Competitive Local Exchange Carrier.

         5.3 The provisions of Section 1.2 shall apply with respect to access to
the functions described in this Section 5.

6.       REMOTE ACCESS FACILITY

         6.1 LSP must access the following SWBT OSS interfaces via a LSP Remote
Access Facility (LRAF) located in Dallas, Texas: R-EASE; B-EASE; Trouble
Administration; DataGate; and VERIGATE. Connection to the LRAF will be
established via a "port" either through dial-up or direct connection as
described in Section 6.2. LSP may utilize a port to access these interfaces to
perform the supported functions in any SWBT state where LSP has executed an
Appendix OSS and purchases System Access in that state.

         6.2 LSP may use three types of access: Switched, Private Line, and
Frame Relay. For Private Line and Frame Relay connections, LSP shall provide its
own router, circuit, and two Channel Service Units/Data Service Units (CSU/DSU).
The demarcation point shall be the router interface at the LRAF. Switched Access
connections require LSP to provide its own modems and connection to the SWBT
LRAF. LSP shall pay the cost of the call if Switched Access is used.

         6.3 LSP must use TCP/IP to access SWBT OSS via the LRAF. In addition,
each LSP shall have one valid Internet Protocol (IP) network address. A user-id
/password unique to each individual accessing an OSS shall be maintained to
access SWBT OSS. Prior to establishing connectivity, and as needed thereafter,
LSP must provide estimates regarding its volume of transactions, number of
concurrent users, desired number of private line or dial-up (switched)
connections, and length of a typical session.

         6.4 LSP shall attend and participate in implementation meetings to
discuss LSP LRAF access plans in detail and schedule testing of such
connections. SWBT shall make a Help Desk function available to assist LSP on an
ongoing basis in accessing SWBT OSS's over the LRAF.

7.       OPERATIONAL READINESS TEST (ORT) FOR ORDERING/PROVISIONING AND REPAIR/
         MAINTENANCE INTERFACES

         7.1 If and when LSP uses electronic interfaces, LSP must participate
with SWBT in Operational Readiness Testing (ORT), which will allow for the
testing of the systems, interfaces, and processes for the ordering and
provisioning of Resale services. ORT will be completed in conformance with
agreed upon implementation dates. LSP and SWBT will also engage in such
<PAGE>   78
                                                     APPENDIX OSS-UNE (MISSOURI)
                                                                    PAGE 8 OF 10
                                                                      SWBT/BIRCH


testing as may be necessary for successful implementation of the manual
processes contemplated by Section 1.2.

         7.2 Prior to live system usage, LSP must complete user training
sessions for SWBT-provided interfaces that affect SWBT network. Currently,
training is available and required for R-EASE, B-EASE, LEX, and Trouble
Administration. Training is also available for Order Status and VERIGATE.
Charges apply to training delivery.

8.       RATES

         8.1 LSP requesting access to one or more of the SWBT OSS functions
(i.e., preordering, ordering / provisioning, maintenance / repair, billing)
agrees to pay the following rate:


                                                  
         System Access                               $ 3,345.00 / month


         8.2 LSP requesting functions via interfaces that require connection to
the Remote Access Facility, as described in Section 6, agrees to pay the
following rate(s) depending upon on method of access utilized:


                                                  
         Remote Access Facility Access Methods
         Direct Connection Per Port                  $ 1,580.00 / month
         Dial Up Per Port                            $    316.00 / month


         8.3 The rates specified in Sections 8.1 and 8.2 shall not be charged if
LSP is already paying them under a separate OSS agreement.

         8.4 LSP requesting the billing function for Usage Billable Records, as
described in 5.2.4 and 5.3.3, agrees to pay $.003 per message transmitted.

         8.5 LSP requesting the Local Disconnect Report, as described in 5.2.5
and 5.3.4, agrees to pay $0.10 per record transmitted.

         8.6 Should unforeseen modifications and costs to provision OSS
functions become required by SWBT or industry guidelines, or by regulatory
rulings, SWBT reserves the right to modify its rate structure. In addition,
should LSP request custom development of an exclusive interface to support OSS
functions, such development will be considered by SWBT on an Individual Case
Basis (ICB) and priced as such.

9.       EFFECTIVE DATE, TERM

         9.1 The Term of this Appendix OSS will be coincident with the term of
the underlying Interconnection Agreement between the Parties and will be
effective upon approval by the Commission when it approves it as a part of the
Interconnection Agreement.
<PAGE>   79
                                                               APPENDIX 911-MOKA
                                                                     PAGE 1 OF 4







                             APPENDIX 911 - MISSOURI
<PAGE>   80
                                                               APPENDIX 911-MOKA
                                                                     PAGE 2 OF 4


                             APPENDIX 911 - MISSOURI

                  TERMS AND CONDITIONS FOR PROVIDING CONNECTION
                   TO E911 UNIVERSAL EMERGENCY NUMBER SERVICE


This appendix between SWBT and LSP sets forth the terms and conditions upon
which SWBT will provide LSP's connection to E911 Universal Emergency Number
Service.

I.       DEFINITIONS


         A.       The definition of IEC in the Missouri General Exchange Tariff
                  referenced below is modified as follows:

                  1.       Independent Exchange Company (IEC): A local exchange
                           telephone company, including Local Service Providers
                           (LSPs) who are certified by the state commission,
                           other than Southwestern Bell Telephone Company.

II.      TERMS AND CONDITIONS

         A.       The following are in addition to those terms and conditions in
                  the Missouri General Exchange Tariff referenced below:

                  1.       SWBT shall provide LSP with a file containing the
                           Master Street Address Guide (MSAG) for the exchanges
                           or communities specified in Exhibit I, in accordance
                           with the methods and procedures described in the
                           document "Universal Emergency Number Service - Local
                           Service Providers". SWBT shall provide LSP additional
                           files with the entire MSAG, including subsequent
                           additions or updates to the MSAG in accordance with
                           the intervals specified in Exhibit I. In addition,
                           SWBT shall provide LSP with a statistical report in a
                           timely fashion and in accordance with the methods and
                           procedures described in the above mentioned document,
                           for each file downloaded by LSP to SWBT's DBMS, so
                           that LSP may ensure the accuracy of the end user
                           records. LSP will attest it has been provided a copy
                           of the document referenced above.

                  2.       At a reasonable time prior to the establishment of
                           E911 Service, LSP shall download and maintain
                           thereafter all information required to establish
                           records necessary for furnishing connection to E911
                           Service and shall promptly notify SWBT in writing of
                           any changes to be made to such records. LSP shall
                           adopt and comply with operating methods applicable to
                           downloading and maintaining LSP's end user records in
                           SWBT's DBMS, as set forth in the document referenced
                           in the paragraph above.
<PAGE>   81
                                                               APPENDIX 911-MOKA
                                                                     PAGE 3 OF 4


                  3.       LSP acknowledges that its end users in a single local
                           calling scope may be served by different PSAPs, and
                           LSP shall be responsible for providing facilities to
                           route calls from its end users to the proper E911
                           Control Office(s).

                  4.       LSP shall connect its switches to the E911 Control
                           Office by one-way outgoing CAMA trunks dedicated for
                           originating 911 emergency service calls.

                  5.       The parties agree that the E911 service is provided
                           for the use of the E911 Customer, and recognizes the
                           authority of the E911 Customer to establish service
                           specifications and grant final approval (or denial)
                           of service configurations offered by SWBT and the
                           LSP. The terms and conditions of this appendix
                           represent a plan for providing E911 service, for
                           which LSP must obtain documentation of approval from
                           the appropriate E911 Customer(s) which have
                           jurisdiction in the area(s) in which LSP's customers
                           are located. LSP shall provide such documentation to
                           SWBT prior to the use of LSP's E911 connection for
                           actual emergency calls.

                  6.       Both parties agree to designate a representative who
                           shall have the authority to execute additional
                           exhibits to this Appendix when necessary to
                           accommodate expansion of the geographic area of LSP
                           into the jurisdiction of additional PSAPs or to
                           increase the number of CAMA trunks. The designated
                           representative for SWBT is Pat Halbach and for LSP is
                           Michael Griess.

                  7.       The terms and conditions of this Appendix are subject
                           to renegotiation in the event that the E911 Customer
                           orders changes to the E911 service that necessitate
                           revision of this Appendix.

III.     RATES, TERMS AND CONDITIONS

         E911 Universal Emergency Number Service will be provided utilizing the
         rates, terms and conditions set forth in the following state tariffs,
         in addition to those terms and conditions described previously in this
         Appendix:



         Missouri: SWBT's General Exchange Tariff (Mo. P.S.C. No. 35) Section 28
                   - Universal Emergency Number Service (9-1-1)
<PAGE>   82
                                                                    APPENDIX BCR
                                                                     PAGE 1 OF 5








                                  APPENDIX BCR
<PAGE>   83
                                                                    APPENDIX BCR
                                                                     PAGE 2 OF 5


                                  APPENDIX BCR

                        BILLING, COLLECTING AND REMITTING


This Appendix sets forth the terms and conditions that apply to those
telecommunications services for which charges are billed and collected by one
Local Exchange Carrier (LEC) or LSP but earned by another LEC; and to establish
procedures for the billing, collecting and remitting of such charges and for
compensation for the services performed in connection with the billing,
collecting and remitting of such charges.

I.       DEFINITIONS

         A.       BellCore Client Company Calling Card and Third Number
                  Settlement (BCC CATS) System - Nationwide system used to
                  produce information reports that are used in the settlement of
                  LEC revenues recorded by one BCC (or LEC) and billed to an end
                  user of another BCC (or LEC) as described in accordance with
                  the BellCore Practice BR 981-200-110.

         B.       Charges - the amount approved or allowed by the appropriate
                  regulatory authority to be billed to an end user for any of
                  the services described in Section II., rendered by a LEC to an
                  end user.

         C.       Compensation - the amount to be paid by one Party to the other
                  Party for billing, collecting and remitting of charges as set
                  forth in Section IV.

         D.       IntraLATA - within a Local Access Transport Area (LATA) -
                  IntraLATA messages are those messages, either intrastate or
                  interstate, which originate and terminate within a LATA. The
                  term "IntraLATA messages," as used herein, shall only include
                  those that qualify for the BellCore Client Company BCC CATS
                  process.

         E.       InterLATA - between Local Access and Transport Areas (LATAs)
                  as defined in the FCC's CC Docket No. 78-72. InterLATA
                  messages are those messages which originate in one LATA and
                  terminate in a different LATA. The term "InterLATA messages"
                  as used herein, shall only include those that qualify for the
                  BellCore Client Company BCC CATS process.

         F.       Local Exchange Carrier (LEC) - as used in this Appendix shall
                  mean those Local Exchange Carriers or Local Service Providers
                  using BCC CATS as a message tracking system.
<PAGE>   84
                                                                    APPENDIX BCR
                                                                     PAGE 3 OF 5


         G.       Local Message - Local messages are those messages which
                  originate and terminate within the area defined as the local
                  service area of the station from which the message originates.

         H.       Revenues - the sum of all or part of the charges as defined
                  above.

II.      SCOPE OF APPENDIX

         This Appendix shall apply to procedures for the billing, collecting and
         remitting of revenues (and compensation to either Party for billing,
         collecting and remitting of such revenues) derived from the following
         services:

         A.       LEC-carried (traffic transported by facilities belonging to a
                  LEC) local messages of the following types:

                  1.       Local Message Service Charges Billed to a Calling
                           Card or to a Third Number.

                  2.       Directory Assistance Calls Charged to a Calling Card
                           or to a Third Number.

                  3.       Public Land Mobile Radiotelephone Transient-Unit
                           Local Message Service (Mobile Channel Usage Link
                           Charge).

                  4.       Maritime Mobile Radiotelephone Service and Aviation
                           Radiotelephone Service (Marine, Aircraft, High Speed
                           Train Radio Link Charges).

         B.       LEC-carried Interstate IntraLATA and Interstate InterLATA
                  telecommunications services that qualify for and flow through
                  the BCC CATS process as addressed in the BellCore Practice BR
                  981-200-110, of the following types:

                  1.       Interstate IntraLATA Toll Service carried by an LEC
                           and charged to a Calling Card or a Third Number.

                  2.       Interstate InterLATA Toll Service carried by an LEC
                           and charged to a Calling Card or a Third Number.

                  3.       Radio Link Charges where service is provided by one
                           LEC and billed by another LEC.
<PAGE>   85
                                                                    APPENDIX BCR
                                                                     PAGE 4 OF 5


III.     RESPONSIBILITIES OF THE PARTIES

         A.       LSP agrees to bill, collect and remit to SWBT the charges for
                  the services described in Section II which charges are earned
                  by any LEC (including SWBT), but which are to be billed to end
                  users of LSP.

         B.       In those cases in which the charges for the services listed in
                  Section II above are due any LEC other than SWBT, SWBT will
                  arrange to transfer these charges to the appropriate company
                  in accordance with accepted industry standards.

         C.       Charges for the services listed in Section II above to be
                  billed, and collected by LSP for SWBT's benefit, shall be
                  remitted by LSP to SWBT within thirty (30) days of the date of
                  SWBT's bill to LSP for such services.

         D.       SWBT agrees to bill and collect (or to have another LEC bill
                  and collect, where appropriate), and to remit to LSP, the
                  charges for the services described in Section II above, which
                  charges are earned by LSP, but which are to be billed by
                  another LEC (including SWBT) to the end users of that LEC.

         E.       Charges for the services listed in Section II above to be
                  billed, collected and remitted by SWBT or another LEC for
                  LSP's benefit, shall be remitted by SWBT to LSP within thirty
                  (30) days of the date of LSP's bill to SWBT for such services.

         F.       The full amount of the charges transmitted to either Party for
                  billing, collecting and remitting shall be remitted by the
                  other Party, without setoff, abatement or reduction for any
                  purpose, other than to deduct the compensation, as described
                  in Section IV below, due the Party for performing the end user
                  billing function. The Party billing the end user shall be
                  responsible for all uncollectible amounts related to the
                  services described remitted in Section II above.
                  Notwithstanding this paragraph, SWBT may net amounts due to
                  LSP under this Appendix against amounts owed to SWBT when SWBT
                  renders a bill to LSP hereunder.

         G.       Each Party will furnish to the other such information as may
                  be required for monthly billing and remitting purposes.

IV.      COMPENSATION

         A Party performing the services described in Section II.A. above will
         compensate the other Party in the amount of $.08 for each charge billed
         for any service described in Section II.A. above and subsequently
         remitted pursuant to this Appendix by such other Party to the Party
         performing the services described in Section II.A above. A Party
         performing the services described in Section II.B. above will
         compensate the other Party in the amount of $.05 for each charge billed
         for any service described in Section II.B. 
<PAGE>   86
                                                                    APPENDIX BCR
                                                                     PAGE 5 OF 5


         above and subsequently remitted pursuant to this Appendix by such other
         Party to the Party performing the services described in Section II.B.
         above. Such compensation shall be paid (unless a Party has collected
         such compensation as described in Section III.F. above) within thirty
         (30) days of the date of a bill for such compensation by the Party
         performing (or which has another LEC perform for it), the billing,
         collecting and remitting functions described in Section III.

V.       DISCLAIMER OF REPRESENTATIONS AND WARRANTIES

         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. ADDITIONALLY, SWBT ASSUMES NO RESPONSIBILITY WITH
         REGARD TO THE CORRECTNESS OF THE DATA SUPPLIED BY LSP WHEN THIS DATA IS
         ACCESSED AND USED BY A THIRD PARTY.
<PAGE>   87
                                                                     APPENDIX CH
                                                                     PAGE 1 OF 4








                                   APPENDIX CH
<PAGE>   88
                                                                     APPENDIX CH
                                                                     PAGE 2 OF 4


                           APPENDIX CLEARINGHOUSE (CH)


WHEREAS, SWBT operates a Clearinghouse (CH), as described below, for its own
behalf and that of participating LECs and LSPs, including LSP; and

WHEREAS, LSP wants to participate in the CH on the terms set forth herein;

The Parties agree to the following:

I.                CLEARINGHOUSE DESCRIPTION

                  SWBT operates a CH for the purpose of facilitating the
         exchange of certain alternatively billed intrastate intraLATA message
         toll call records and the reporting of settlement revenues owed by and
         among participating LECs and LSPs, including SWBT and LSP.

II.               QUALIFYING MESSAGE CRITERIA

                  The only toll call messages that qualify for submission to
         SWBT for CH processing are: (a) intrastate intraLATA sent collect
         (including calling card, collect and third number) messages which are
         originated in one LEC or LSP exchange, exclusively carried by a LEC or
         LSP over LEC or LSP facilities and billed to a customer located in a
         second LEC's or LSP exchange within the same state; or (b) intrastate
         intraLATA sent collect (but limited to calling card and third number)
         messages originated in one of SWBT's operating areas (located in parts
         of Texas, Arkansas, Kansas, Missouri or Oklahoma), exclusively carried
         by a LEC or LSP over LEC or LSP facilities, and billed to a customer
         located in a second LEC's or LSP exchange and not in the originating
         State.

III.              RESPONSIBILITIES OF THE PARTIES

         A.       LSP agrees that it will provide SWBT with billing records for
                  CH processing that are in an industry standard format
                  acceptable to SWBT and at a minimum will display the telephone
                  number of the end user to whom the call is to be billed, and
                  data about the call sufficient for a carrier to comply with
                  all applicable state regulatory requirements. For purposes of
                  this Appendix, these records ("CH Records") will detail
                  intraLATA toll calls which were originated by use of the
                  single digit access code (i.e., 0+ and 0-) in one LEC or LSP
                  exchange but are to be billed to an end user in a second LEC's
                  or LSP exchange. Such records are referred to as category
                  ninety-two (92) records for CH processing purposes. The term
                  "CH Record" will mean the call detail attributed to a single
                  completed toll message.

                  LSP agrees that all CH Records it generates will display
                  indicators denoting 
<PAGE>   89
                                                                     APPENDIX CH
                                                                     PAGE 3 OF 4

                  whether category ninety-two (92) Records should be forwarded
                  to SWBT's CH. LSP will retain its originating records for
                  ninety (90) days such that the category ninety-two (92)
                  Records can be retransmitted to SWBT for CH processing, if
                  needed.

         B.       SWBT will provide and maintain such systems as it believes are
                  required to furnish the CH service described herein. SWBT, in
                  its capacity as operator of the CH, agrees to retain all CH
                  Records processed through the CH for two (2) years.

         C.       LSP will timely furnish to SWBT all CH Records required by
                  SWBT to provide the CH service in accordance with the
                  Technical Exhibit Settlement Procedures (TESP) dated
                  DD/MM/YEAR, or as otherwise mutually agreed upon by the
                  Parties. SWBT will provide the CH service in accordance with
                  the TESP, and such modifications as are subsequently agreed
                  upon.

         D.       Presently, in operating the CH, SWBT relies upon NXX codes to
                  identify messages for transmission to participating billing
                  companies. To the extent any subprocesses are required to
                  settle CH messages due to the use of ported numbers, such
                  subprocessing will be the responsibility of the porting
                  entity.

IV.               PROCESSING CHARGE

                  LSP agrees to pay SWBT a processing charge in consideration of
         SWBT's performance of CH services. This charge is two cents ($.02) per
         originated CH Record processed on behalf of LSP.

V.                BILLING CHARGE

                  LSP agrees to pay a five cents ($.05) per message charge to
         the LEC or LSP responsible for billing the message, including SWBT,
         when SWBT bills the message.

VI.               SETTLEMENT REPORT

                  SWBT will issue monthly reports containing the results of the
         processing of CH Records to each participating LEC and LSP. These
         reports list the: (a) amounts owed by LSP for billing messages
         originated by others; (b) amounts due to LSP for LSP originated
         messages billed by others; (c) applicable billing charges; and (d)
         processing charges.

VII.              RETROACTIVE AND LOST MESSAGES

                  The Parties agree that processing of retroactive messages
         through the CH is acceptable, if such messages utilize the industry
         standard format for call records, pursuant to Section III of this
         Appendix. The Parties agree that lost messages are the complete
         responsibility of the originating LEC or LSP. If messages are lost by
         any Party, and 
<PAGE>   90
                                                                     APPENDIX CH
                                                                     PAGE 4 OF 4

         cannot be recreated or retransmitted, the originating LEC or LSP will
         estimate messages, minutes, and associated revenues based on the best
         available data. No estimate will be made for messages which are more
         than two years old at the time the estimate is made. The estimates will
         be off-line calculations (i.e., not part of the routine CH processing)
         and will be included as a supplement to the monthly settlement report.

VIII.             LIMITATION OF LIABILITY

         A.       By agreeing to operate the CH, SWBT assumes no liability for
                  any LEC's or LSP's receipt of appropriate revenues due to it
                  from any other entity. LSP agrees that SWBT will not be liable
                  to it for damages (including, but not limited to, lost profits
                  and exemplary damages) which may be owed to it as a result of
                  any inaccurate or insufficient information resulting from any
                  entity's actions, omissions, mistakes, or negligence and upon
                  which SWBT may have relied in preparing settlement reports or
                  performing any other act under this Appendix.

         B.       LSP agrees to indemnify and hold SWBT harmless against and
                  with respect to any and all third party claims, demands,
                  liabilities or court actions arising from any of its actions,
                  omissions, mistakes or negligence occurring during the course
                  of SWBT's performance of CH processing pursuant to this
                  Appendix.

         C.       SWBT will not be liable for any losses or damages arising out
                  of errors, interruptions, defects, failures, or malfunction of
                  the CH services provided pursuant to this Appendix, including
                  those arising from associated equipment and data processing
                  systems, except such losses or damages caused by the sole
                  negligence of SWBT. Any losses or damage for which SWBT is
                  held liable under this Appendix will in no event exceed the
                  amount of processing charges incurred by LSP for the CH
                  services provided hereunder during the period beginning at the
                  time SWBT receives notice of the error, interruption, defect,
                  failure or malfunction, to the time service is restored.

IX.               DISCLAIMER OF WARRANTIES

                  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. ADDITIONALLY, SWBT ASSUMES NO
         RESPONSIBILITY WITH REGARD TO THE CORRECTNESS OF THE DATA SUPPLIED BY
         LSP WHEN THIS DATA IS ACCESSED AND USED BY A THIRD PARTY.
<PAGE>   91
                                  APPENDIX DCO
                            INTERCONNECTION SCHEDULE



                                             LSP                  SWBT
                                       Interconnection       Interconnection
Metropolitan                             Wire Center           Wire Center                         Interconnection
Exchange Area       Direction(1)          (IIWC)(2)             (SIWC)(3)             POI(4)       Activation Date
-------------       ------------       ---------------       ---------------          ------       ---------------
                                                                                    
 St. Joseph         LSP TO SWBT            STJSMO??            STJSMODN03T         STJSMODN03T
                    INTRALATA,                              (St. Joe DMS100)
               INTERLATA, INTRALATA
                        800
                       CHOKE
                       LOCAL

                    LSP TO SWBT            STJSMO??            STJSMODN03T         STJSMODN03T
                       TOPS                                 (St. Joe DMS100)

                    LSP TO SWBT            STJSMO??           KSCYKSJO07T6         STJSMODN03T
                        911

                    SWBT TO LSP            STJSMO??            STJSMODN03T         STJSMODN03T
               INTRALATA, INTERLATA,                        (St. Joe DMS100)
                       LOCAL



         (1) This column will be completed by indicating the direction of the
terminating traffic (e.g., either LSP to SWBT or SWBT to LSP).

         (2) LSP INTERCONNECTION WIRE CENTER (IIWC) - The address of the LSP
location that will house the interconnection equipment and through which SWBT
will terminate traffic on LSP's network.

         (3) SWBT INTERCONNECTION WIRE CENTER (SIWC) - The address of the SWBT
end office or tandem through which LSP will terminate traffic on SWBT's network.

         (4) POINT OF INTERCONNECTION (POI) - The POI is the location where SWBT
and LSP facilities connect. The POI will be identified by address and V&H
Coordinates. The POI for traffic going from LSP to SWBT and going from SWBT to
LSP could be different. Where the physical interface occurs at a SWBT end office
or tandem, the POI shall be located at the SIWC. Where the physical interface
occurs at the LSP location, the POI for that interconnection shall be located at
the LSP location.

         (5) For the purposes of IntraLata Meet Point Billing, the billing
percentages will be 50% for SWBT and 50% for LSP. For InterLata Meet Point
Billing, the percentages be 100% for LSP, except in Houston, which will be 50%
for SWBT and 50% for LSP. As LSP enters additional markets, the Meet Point
Billing Percentages will be negotiated based on ownership of facilities.

         (6) SWBT agrees to carry 911 traffic to Kansas City 911 tandem from St.
Joe in exchange for Birch providing facilities from collocation cage in St. Joe
central office to Birch's switch for SWBT's trunk groups. The parties agree that
the trunking and compensation agreed upon herein is based upon the forecasted
facilities projected by SWBT and Birch. The parties agree that this arrangement
shall be used in St. Joe for other ancillary services or in future metropolitan
areas for ancillary services traffic unless the serving arrangements in such
other metropolitan areas necessitate another arrangement.
<PAGE>   92
                                                                    APPENDIX FGA
                                                                     PAGE 1 OF 5






                                  APPENDIX FGA
<PAGE>   93
                                                                    APPENDIX FGA
                                                                     PAGE 2 OF 5


                                  APPENDIX FGA


This Appendix sets forth the terms and conditions under which the Parties will
distribute revenue from the joint provision of Feature Group A (FGA) Switched
Access Services.

These services will be provided within a Local Access and Transport Area (LATA)
and/or an Extended Area Service (EAS) arrangement. The Primary Company will
compensate the Secondary Company only to the extent that it has not already been
compensated under its interstate or intrastate access service tariffs or other
settlement/contract arrangements. This Appendix is subject to applicable
tariffs.

I.       DEFINITIONS

         A.       Local Access and Transport Area (LATA) means a pre-established
                  geographic area encompassing one or more local exchange areas
                  within which a Party may provide telecommunications services.

         B.       The term Extended Area Service (EAS) as used in this Appendix
                  means the provision of message telephone exchange service
                  between two or more local exchange service areas without a
                  toll charge.

         C.       Subscriber Access Lines will mean a communication facility
                  provided under a general and/or exchange service tariff
                  extended from a customer premise to a central office switch
                  which may be used to make and receive exchange service calls,
                  intrastate toll service or interstate toll service calls.

         D.       Feature Group A Switched Access Service includes all
                  facilities and services rendered in furnishing FGA access
                  service, both in EAS and non-EAS (i.e., LATA wide
                  terminations) areas, in accordance with the schedule or
                  charges, regulations, terms and conditions stated in the
                  interstate or intrastate access service tariffs of the
                  Parties.

         E.       The Primary Company denotes the Party with the Primary
                  office(s).

         F.       The Primary Office is an office which: (1) directly or jointly
                  connects to an interexchange carrier and /or end user; and (2)
                  provides joint FGA switched access service to that
                  interexchange carrier and/or end user with other end offices.

         G.       The Secondary Company denotes the Party with the secondary
                  office(s).

         H.       The Secondary Office is any office involved in providing joint
                  FGA switched access to an Interexchange carrier and /or end
                  user through the switching facilities of the Primary office.
<PAGE>   94
                                                                    APPENDIX FGA
                                                                     PAGE 3 OF 5


         I.       Revenues under this Appendix are those FGA Switched Access
                  amounts due the Primary and Secondary Companies under their
                  applicable tariffs, less uncollectible revenues. Revenues for
                  any other services are not included. Uncollectible revenues
                  are those revenues the Primary Company is unable to collect,
                  using its regular established collection procedures. The
                  Primary Company may offset uncollectibles against current
                  revenue distribution.

         J.       Access Minutes or Minutes of Use (MOUs) are those minutes of
                  use as described in Part 69 of the Federal Communications
                  Commissions Rules, and are limited to those FGA MOUs which
                  originate and /or terminate in the Secondary Office(s) covered
                  by this Appendix.

         K.       Currently Effective Tariff Rate means the approved tariff rate
                  effective on the first day of the month for which compensation
                  is being calculated.

II.      UNDERTAKING OF THE PARTIES

         A.       The Secondary Company will notify the Primary Company of all
                  tariff rate revisions, affecting this Appendix which the FCC
                  or other appropriate regulatory authority allows to take
                  effect, at least thirty (30) days in advance of their
                  effective date. Revenue distribution will be based on the
                  revised rates forty-five (45) days after the effective date of
                  the tariff revisions. However, if the secondary Company fails
                  to notify the Primary Company of a new rate within thirty (30)
                  days of its effective date, the Primary company may delay
                  implementation of the new rate until the next month's revenue
                  distribution cycle, and will not be required to adjust the
                  previous bills retroactive.

         B.       Each party will furnish to the other such information as may
                  reasonably be required for the administration, computation and
                  distribution of revenue, or otherwise to execute the
                  provisions of this Appendix.

III.     ADMINISTRATION OF REVENUE DISTRIBUTION

         The Primary Company will be responsible for the administration,
         computation and distribution of the FGA access service revenues
         collected on behalf of the Secondary Company.

IV.      MINUTES OF USE  (MOU'S) DEVELOPMENT

         A.       The Parties will calculate the amount of FGA revenues due each
                  Party, by determining the amount of FGA MOUs attributable to
                  each Party as described below. The Primary Company will then
                  multiply the MOUs by the rates in the Secondary Company's
                  applicable tariff to determine the amounts tentatively due to
                  the Secondary Company.
<PAGE>   95
                                                                    APPENDIX FGA
                                                                     PAGE 4 OF 5


V.       TERMINATING MOU'S DEVELOPMENT

         A.       Actual monthly premium (charged at equal access end office)
                  and non-premium (charged at non-equal access end offices)
                  terminating FGA access MOUs for each office in the LATA or a
                  FGA access EAS area will be measured by the Primary Company.

         B.       Where the Primary Company cannot measure or identify the
                  terminating FGA MOUs by end office, terminating MOUs will be
                  total unmeasured MOUs allocated to the LATA. In this event,
                  those MOUs will be distributed based upon the ratio of each
                  Party's subscriber access lines, as identified in Exhibit B,
                  which is attached hereto and made a part hereof, to the total
                  subscriber access lines in the FGA access area as determined
                  by the Primary Company.

VI.      ORIGINATING MOU'S DEVELOPMENT

         A.       The Primary Company will derive and distribute monthly
                  originating FGA access MOUs, billed by the Primary Company, to
                  each Secondary Company's end office in the EAS calling area,
                  as identified in Exhibit A, which is attached hereto and made
                  a part hereof, based upon a ratio of each Party's subscriber
                  access lines to the total subscriber access lines in the
                  appropriate EAS area as determined by the Primary Company.

         B.       The Parties recognize that since originating non-EAS calls to
                  the FGA service area are rated and billed as intraLATA toll,
                  such usage is assumed to be minimal. Therefore, originating
                  FGA access MOUs will not be distributed to end offices outside
                  an EAS calling area.

VII.     CALCULATION OF REVENUE DISTRIBUTION

         A.       The amount of premium or non-premium revenues due each party
                  each month will be equal to the sum of Originating and
                  Terminating premium or non-premium revenue for each end
                  office. These revenues will be calculated by the Primary
                  Company by multiplying each of the Secondary Company's
                  effective interstate and/or intrastate FGA switched access
                  tariff rate elements (except the Local Transport element
                  described below) by the appropriate MOU calculation under
                  Sections 4.2.A. and B. above.

         B.       Local Transport (or its equivalent under the Secondary
                  Company's tariff and called Transport in this Appendix)
                  compensation will be determined for each company by
                  multiplying each of the Secondary Company's Transport rates by
                  the appropriate MOUs (as calculated under Sections 4.2.A. and
                  B. above) by the Secondary Company's percentage ownership of
                  facilities agreed on by the Parties and set out in Exhibit B,
                  which is attached hereto and made a part hereof.
<PAGE>   96
                                                                    APPENDIX FGA
                                                                     PAGE 5 OF 5


VIII.    REVENUE DISTRIBUTION AMOUNTS, MONTHLY STATEMENTS AND PAYMENTS

         A.       The Primary Company each month will calculate and prepare a
                  monthly compensation statement reflecting the revenue
                  distribution amounts for FGA, both EAS and non-EAS, access
                  service due the Secondary Company.

         B.       The monthly compensation statement will show, for each
                  Secondary Office, separately:

                  1.       The total number of non-premium or premium
                           terminating MOUs and revenue.

                  2.       The total number of non-premium or premium
                           originating MOUs and revenues.

                  3.       The total compensation due the Secondary Company, by
                           rate element.

                  4.       The number of terminating MOUs recorded by the
                           Primary Company.

                  5.       The number of originating MOUs estimated by the
                           Primary Company pursuant to Section 4.3 contained
                           herein.

                  6.       The number of access lines used to prorate
                           originating usage pursuant to Section 4.3 contained
                           herein.

                  7.       The percent ownership factor, if any, used to prorate
                           Local Transport revenues.

                  8.       Adjustments for uncollectibles.

         C.       Within sixty (60) Calendar days after the end of each billing
                  period, the Primary Company will remit the compensation amount
                  due the Secondary Company. Where more than one compensation
                  amount is due, they may be combined into a single payment.

IX.      MISCELLANEOUS PROVISIONS

         A.       This Appendix will remain in effect until terminated by thirty
                  (30) calendar days' notice by either Party to the other.
<PAGE>   97
                                                        APPENDIX FGA - EXHIBIT A
                                                                     PAGE 1 OF 1


                                    EXHIBIT A

                  EAS Locations for Originating and Terminating

                         Feature Group A Access Service



Primary Office Company                          Secondary Office Company

CLLI CODE      NPA-NXX                   CLLI CODE      NPA-NXX      ACCESS LINE
<PAGE>   98
                                                        APPENDIX FGA - EXHIBIT B
                                                                     PAGE 1 OF 1


                                    EXHIBIT B

                       Location for LATA Wide Termination

                      of Feature Group A Access Service in

                              Non-EAS Calling Areas



                            SECONDARY OFFICE COMPANY


                                                    % Ownership of
CLLI CODE       NPA-NXX        Access Line       Transport Facilities       LATA
<PAGE>   99
                                                                   APPENDIX HOST
                                                                     PAGE 1 OF 5






                                  APPENDIX HOST
<PAGE>   100
                                                                   APPENDIX HOST
                                                                     PAGE 2 OF 5


                                  APPENDIX HOST


This Appendix sets forth the terms and conditions under which SWBT will perform
hosting responsibilities for LSP for: (1) the provision of billable message data
and/or access usage data received from such LSP for distribution to the
appropriate billing and/or processing location via SWBT's in-region network or
via the nationwide Centralized Message Distribution System (CMDS); or (2)
billable message data and/or access usage data received from other Local
Exchange Carriers (LECs) or LSPs or from CMDS to be distributed to such LSP.
This Appendix covers hosting in region (i.e., Missouri, Arkansas, Kansas,
Oklahoma and Texas) and hosting out of region. Hosting out of region is only
available to an LSP that is a Full Status Revenue Accounting Office (RAO)
company.

I.       DEFINITIONS

         A.       Access Usage Record (AUR) - a message record which contains
                  the usage measurement reflecting the service feature group,
                  duration and time of day for a message which is subsequently
                  used by a LEC to bill access to an Interexchange Carrier
                  (IXC).

         B.       Bellcore Client Company Calling Card and Third Number
                  Settlement (BCC CATS) System - nationwide system used to
                  produce information reports that are used in the settlement of
                  LEC or LSP revenues recorded by one BCC (or LEC or LSP within
                  the territory of that BCC) and billed to a customer of another
                  BCC (or LEC or LSP within the territory of that BCC) as
                  described in accordance with the Bellcore Practice BR
                  981-200-110.

         C.       Billable Message Record - a message record containing details
                  of a completed call which has been carried by a LEC over its
                  facilities or by LSP over its facilities and such record is to
                  be used to bill an end user.

         D.       Centralized Message Distribution System (CMDS) - the national
                  network of private line facilities used to exchange Exchange
                  Message Record (EMR) formatted billing data between a company
                  originating a message and the company billing for a message.

         E.       Exchange Message Record (EMR) - industry standard message
                  format as described in accordance with the Bellcore Practice
                  BR 010-200-010 which was developed to facilitate the exchange
                  of telecommunications message information.

         F.       Full Status Revenue Accounting Office (RAO) - an LSP or LEC
                  that is responsible for formatting EMR records, and for
                  editing and packing of such detail records into files for
                  distribution.

         G.       In-Region Hosting - includes the transport, using Hosting
                  Company network, of 
<PAGE>   101
                                                                   APPENDIX HOST
                                                                     PAGE 3 OF 5


                  (1) billable message record data for LEC or LSP transported
                  messages and/or access usage record data that originate in a
                  region and are delivered by the LSP to SWBT at a mutually
                  agreed upon location within the territory of SWBT to be sent
                  to another LEC or LSP for billing; and (2) billable message
                  record data and/or access usage data received from CMDS or
                  another LEC or LSP to be delivered to the LSP for billing to
                  its end user located within the five state territory of SWBT.

         H.       Out-of-Region Hosting - includes the transport, using the
                  national CMDS network, of (1) billable message record data for
                  LEC or LSP transported messages and/or access usage record
                  data that originate out of region and are delivered by the LSP
                  to SWBT and are to be sent to another LEC or LSP for billing;
                  and (2) billable message record data and/or access usage data
                  received from CMDS or another LEC or LSP to be delivered to
                  the LSP for billing to its end user located outside SWBT's
                  five state territory.

         I.       Non-Full Status Revenue Accounting Office (RAO) - An LSP or
                  LEC that has assigned responsibility to SWBT for editing,
                  sorting and placing billing message record detail and/or
                  access usage record detail into packs for distribution.

II.      RESPONSIBILITIES OF THE PARTIES

         A.       All data forwarded from LSP must be in the industry standard
                  EMR format in accordance with Bellcore Practice BR
                  010-200-010. The LSP is responsible to ensure all appropriate
                  settlement plan indicators are included in the message detail,
                  i.e., the Bellcore Client Company Calling Card and Third
                  Number Settlement (BCC CATS) System. The LSP acknowledges that
                  the only message records subject to this Hosting Appendix are
                  those that arise from LEC or LSP transported billable messages
                  and/or access usage records to be used by a LEC or LSP for the
                  purpose of billing access to an IXC.

         B.       When LSP delivers billable message data and/or access usage
                  data to SWBT which must be forwarded to another location for
                  billing purposes, SWBT will accept data from the LSP, perform
                  edits to make message detail and access usage records
                  consistent with CMDS specifications, and use its in region
                  data network to forward this data to the appropriate billing
                  company or to access the national CMDS network in order to
                  deliver this data to the appropriate billing and/or processing
                  company.

                  If LSP is not a Full Status RAO Company, SWBT will also sort
                  billable message detail and access usage record detail by
                  Revenue Accounting Office, Operating Company Number or Service
                  Bureau and split data into packs for invoicing prior to using
                  its in region network to forward this data to the appropriate
                  billing company or to access the national CMDS network in
                  order to deliver such data to the appropriate billing company.
<PAGE>   102
                                                                   APPENDIX HOST
                                                                     PAGE 4 OF 5


         C.       For billable message data and/or access usage data received by
                  SWBT for delivery to an LSP location, SWBT will use its in
                  region data network to receive this data from other LECs or
                  LSPs or from CMDS in order to deliver such billable message
                  data and/or access usage data to the agreed upon billing LSP
                  location.

III.     BASIS OF COMPENSATION

         A.       LSP agrees to pay SWBT a per record charge for billable
                  message records and/or access usage records that are received
                  from LSP and destined for delivery to another location for
                  billing, at the rates listed below:


                                                                  
                           Per Record Charge
                             Full Status RAO Company
                               Hosting Company Network             $.002
                               National CMDS Network               $.005
                             Non-Full Status RAO Company
                               Hosting Company Network             $.007
                               National CMDS Network               $.010


         B.       As part of this per record charge, SWBT will provide
                  Confirmation and/or Error Reports and any Intercompany
                  Settlement (ICS) Reports, such as the Bellcore Client Company
                  Calling Card and Third Number Settlement System (BCC CATS), as
                  needed.

         C.       LSP agrees to pay SWBT a per record charge for billable
                  message records and/or access usage records which are entered
                  on a magnetic tape or data file for delivery to the LSP, at
                  the rate listed below:


                                                                  
                           Per Record Charge                       $.003


IV.      LIABILITY

         A.       Any failure to populate accurate information in accordance
                  with Section II.A. above, will be the responsibility of the
                  LSP.

         B.       SWBT will not be liable for any costs incurred by the LSP when
                  the LSP is transmitting data files via data lines and a
                  transmission failure results in the non-receipt of data by
                  SWBT.

         C.       SWBT SHALL NOT BE LIABLE IN ANY EVENT FOR ANY SPECIAL,
                  INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES
                  RESULTING FROM, OR ARISING OUT OF, OR IN CONNECTION WITH, THIS
                  APPENDIX.

         D.       SWBT shall not be liable for any losses or damages arising out
                  of errors, 
<PAGE>   103
                                                                   APPENDIX HOST
                                                                     PAGE 5 OF 5


                  interruptions, defects, failures, or malfunction of the
                  services provided hereunder, including any and all associated
                  equipment and data processing systems, except such losses or
                  damages caused by the sole negligence of SWBT. Any losses or
                  damage for which SWBT is held liable under this Appendix shall
                  in no event exceed the amount of charges made for the services
                  provided hereunder during the period beginning at the time
                  SWBT receives notice of the error, interruption, defect,
                  failure or malfunction to the time service is restored.

         E.       The LSP agrees to release, defend, indemnify, and hold
                  harmless SWBT from any and all losses, damages, or other
                  liability, including attorney fees, that it may incur as a
                  result of claims, demands, or other suits brought by any party
                  that arise out of the use of this service by the LSP. The LSP
                  shall defend SWBT against all end user claims just as if LSP
                  had provided such service to its end users with its own
                  employees.

         F.       The LSP also agrees to release, defend, indemnify and hold
                  harmless SWBT from any claim, demand or suit that asserts any
                  infringement or invasion of privacy or confidentiality of any
                  person(s), caused or claimed to be caused, directly or
                  indirectly, by SWBT employees and equipment associated with
                  provision of this service. This includes, but is not limited
                  to suits arising from disclosure of any customer specific
                  information associated with either the originating or
                  terminating numbers used to provision this service.

VI.      DISCLAIMER OF WARRANTIES

         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. ADDITIONALLY, SWBT ASSUMES NO RESPONSIBILITY WITH
         REGARD TO THE CORRECTNESS OF THE DATA SUPPLIED BY LSP WHEN THIS DATA IS
         ACCESSED AND USED BY A THIRD PARTY.
<PAGE>   104
                                                                    APPENDIX ITR
                                                                     PAGE 1 OF 8






                                  APPENDIX ITR

<PAGE>   105
                                                                    APPENDIX ITR
                                                                     PAGE 2 OF 8


                                  APPENDIX ITR
                             (TRUNKING REQUIREMENTS)


This Appendix provides descriptions of the trunking requirements for the LSP and
SWBT interconnection. The attached scenarios depict the recommended trunk groups
for local, intraLATA toll, interLATA "meet point", mass calling, E911 and
Operator Services interconnection. All references to incoming and outgoing trunk
groups are from the perspective of the LSP.

I.       LOCAL TRAFFIC AND INTRALATA TOLL TRAFFIC

         A.       LSP Originating  (LSP to SWBT)

                  When SWBT has a combined local and access tandem in an
                  exchange, IntraLATA Toll Traffic may be combined with the
                  Local Traffic on the same trunk group. When SWBT has more than
                  one combined local and access tandem in an exchange, the LSP
                  shall provide a separate trunk group to each SWBT tandem. When
                  there are separate SWBT access and local tandems in an
                  exchange, a separate local trunk group shall be provided to
                  the local tandem and a separate IntraLATA toll trunk group
                  shall be provided to the access tandem. This trunk group(s)
                  shall be one-way or two-way directionalized outgoing only and
                  will utilize Signaling System 7 (SS7) or multifrequency (MF)
                  protocol signaling.

         B.       LSP Terminating (SWBT to LSP)

                  When SWBT has a combined local and access tandem, SWBT shall
                  normally combine the Local and IntraLATA Toll Traffic over a
                  single trunk group to the LSP. When SWBT has a separate access
                  and local tandem in an exchange, a trunk group shall be
                  established from each tandem to the LSP. This trunk group(s)
                  shall be one-way or two-way directionalized incoming only and
                  will utilize SS7 or MF protocol signaling.

         C.       Direct End Office Trunking

                  The Parties shall establish direct end office primary high
                  usage trunk groups for Local Traffic and/or IntraLATA Toll
                  Traffic when end office traffic requires twelve or more trunks
                  on a shared facility or 24 trunks on a dedicated facility. If
                  LSP has established collocation to the end office, the trunks
                  shall be provisioned over the LSP collocation facility. If the
                  LSP has no collocation facilities, SWBT shall provision the
                  trunks from the POI to the end office. IntraLATA Toll Traffic
                  shall be provided over a separate trunk group to the SWBT
                  access tandem.

         D.       Two Way Trunking
<PAGE>   106
                                                                    APPENDIX ITR
                                                                     PAGE 3 OF 8


                  Directionalized trunking specified in paragraphs I.A through
                  I.C above may be converted to two way trunking after an
                  initial period of traffic assessment no less than 6 months nor
                  more than 12 months unless otherwise mutually agreed upon.
                  Conversion to two way trunking is also conditional on both
                  parties agreeing to exchange traffic data and having
                  implemented such an exchange using the Data Interexchange
                  Carrier (DIXC) process via a Network Data Mover (NDM) or FTP
                  computer to computer file transfer interface. The traffic data
                  to be exchanged will be the Peg Count, Usage (measured in
                  one-hundred call seconds), Overflow and Maintenance Usage from
                  each end of the two way trunk group on a 7 day per week, 24
                  hour per day, 52 weeks per year basis. Two way trunking will
                  be jointly provisioned and maintained. Both Parties will agree
                  on who will have administrative control for the purpose of
                  issuing ASRs.

II.      ACCESS TOLL CONNECTING TRUNKS

         InterLATA traffic shall be transported between the LSP Central Office
         and the SWBT access tandem over a "meet point" trunk group separate
         from local and intraLATA toll traffic. The access toll connecting trunk
         group will be established for the transmission and routing of Exchange
         Access traffic between the LSP's end users and interexchange carriers
         via a SWBT access tandem. When SWBT has more than one access tandem
         within an exchange, the LSP shall utilize a single access toll
         connecting trunk group to one SWBT tandem within the exchange. This
         trunk group may be set up as one-way or two-way (two-way is preferred)
         and will utilize SS7 or MF protocol signaling. The traffic use code and
         modifier for this trunk group should be MDJ (see Scenario 1, 2, 3, or
         4).

III.     800 (888) TRAFFIC

         A.       If the LSP chooses SWBT to handle 800 (888) database queries
                  from its central office switches, all the LSP originating 800
                  (888) service queries will be routed over the InterLATA
                  Interexchange Carrier (MDJ) trunk group. This traffic will
                  include a combination of both Interexchange Carrier 800 (888)
                  service and LEC 800 (888) service that will be identified and
                  segregated by carrier through the database query handled
                  through the SWBT tandem switch.

         B.       A separate trunk group from each Party to the other will be
                  required for IntraLATA 800 service if either Party chooses to
                  handle the 800 database queries from its switch location. The
                  purpose of the separate trunk group is to provide for the
                  segregation of originating 800 IntraLATA call volumes to
                  ensure the proper billing of intercompany settlement
                  compensation.

         C.       The trunk group shall be set up as one-way outgoing only and
                  will utilize SS7 protocol signaling. The traffic use code and
                  modifier for this trunk group should be DD800J (see Scenario
                  1, 2, 3, or 4).
<PAGE>   107
                                                                    APPENDIX ITR
                                                                     PAGE 4 OF 8


IV.      E911

         A segregated trunk group will be required to each appropriate E911
         tandem within the exchange in which the LSP offers the Exchange
         Service. This trunk group shall be set up as a one-way outgoing only
         and shall utilize MF CAMA signaling. The traffic use code and modifier
         for this trunk group shall be ESJ (see Scenario 1, 2, 3, or 4).

V.       MASS CALLING (PUBLIC RESPONSE CHOKE NETWORK)

         A.       A segregated trunk group shall be required to the designated
                  Public Response Choke Network tandem in each serving area.
                  This trunk group shall be one-way outgoing only and shall
                  utilize MF signaling. It is recommended that this group be
                  sized as follows:

                  <15001 access lines (AC)                    2 trunks (min)
                   15001 to 25000 AC                          3 trunks
                   25001 to 50000 AC                          4 trunks
                   50001 to 75000 AC                          5 trunks
                  >75000 AC                                   6 trunks (max)

         B.       The traffic use code and modifier for this trunk group shall
                  be TOCRJ (see Scenario 1, 2, 3, or 4).

VI.      OPERATOR SERVICES

         A.       No Operator Contract:

                  Inward Operator Assistance (Toll Center (TC) Code plus 121) -
                  LSP may choose from two interconnection options for Inward
                  Operator Assistance as follows:

                  1.       Option 1 - Interexchange Carrier (IXC) Carrier

                           LSP may utilize the Interexchange Carrier Network
                           (see Scenario 6). LSP operator will route its calls
                           requiring inward operator assistance through its
                           designated IXC POP to SWBT's TOPS tandem. SWBT shall
                           route its calls requiring inward operator assistance
                           to the LSP's Designated Operator Switch (TTC) through
                           the designated IXC POP.

                  2.       Option 2 - LSP Operator Switch

                           LSP reports its switch as the designated serving
                           operator switch (TTC) for its NPA-NXXs and requests
                           SWBT to route its calls requiring inward operator
                           assistance to the LSP. This option requires a
                           segregated two-way (with MF signaling) trunk group
                           from SWBT's Access Tandem to the LSP switch. The
                           traffic use code and modifier for this trunk group
                           should 
<PAGE>   108
                                                                    APPENDIX ITR
                                                                     PAGE 5 OF 8


                           be OAJ (see Scenario 7). LSP's operator will route
                           its calls requiring inward operator assistance to
                           SWBT's operator over an IXC network.

         B.       Operator Contract with SWBT:

                  1.       Directory Assistance (DA):

                           LSP may contract for DA services only. A segregated
                           trunk group for these services would be required to
                           SWBT's TOPS tandem. This trunk group is set up as
                           one-way outgoing only and utilizes MF and Operator
                           Services signaling. The traffic use code and modifier
                           for this trunk group should be DAJ (see Scenario 5).

                  2.       Directory Assistance Call Completion (DACC):

                           LSP contracting for DA services may also contract for
                           DACC. This requires a segregated one-way trunk group
                           to SWBT's TOPS tandem. This trunk group is set up as
                           one-way outgoing only and utilizes MF signaling. The
                           traffic use code and modifier for this trunk group
                           should be DACCJ (see Scenario 5).

                  3.       Busy Line Verification:

                           When SWBT's operator is under contract to verify the
                           LSP's end user loop, SWBT will utilize a segregated
                           one-way with MF signaling trunk group from SWBT's
                           Access Tandem to the LSP switch. The traffic use
                           code and modifier for this trunk group should be VRJ
                           (see Scenario 5).

                  4.       Operator Assistance (0+, 0-):

                           This service requires a one-way trunk group from
                           the LSP switch to SWBT's TOPS tandem. Two types of
                           trunk groups may be utilized. If the trunk group
                           transports DA/DACC, the trunk group will be
                           designated as ETCMFJ (0-, 0+, DA, DACC) (see Scenario
                           5). If DA is not required or is transported on a
                           segregated trunk group, then the group will be
                           designated as ETCM2J (see Scenario 5). MF and
                           Operator Services signaling will be required on the
                           trunk group.

VII.     TRUNK DESIGN BLOCKING CRITERIA

         Trunk forecasting and servicing for the Local and IntraLATA Toll trunk
         groups shall be based on the industry standard objective of two percent
         (2%) overall time consistent average busy season busy hour loads (one
         percent (1%) from the End Office to the Tandem and one percent (1%)
         from the Tandem to the End Office based on Neil Wilkinson B.01M [Medium
         Day-to-Day Variation] until traffic data is available). Listed 
<PAGE>   109
                                                                    APPENDIX ITR
                                                                     PAGE 6 OF 8


         below are the trunk group types and their objectives:

         Trunk Group Type                  Blocking Objective (Neil Wilkinson M)
         ----------------                  -------------------------------------
         Local Tandem                                       1%
         Local Direct                                       2%
         IntraLATA Interexchange                            1%
         911                                                1%
         Operator Services (DA/DACC)                        1%
         Operator Services (0+, 0-)                         0.5%
         InterLATA Tandem                                   0.5%

VIII.    FORECASTING/SERVICING RESPONSIBILITIES

         A.       Both Parties agree to provide an initial forecast for
                  establishing the initial interconnection facilities.
                  Subsequent forecasts will be provided no less than on a
                  semi-annual basis (concurrent with the publication of the SWBT
                  General Trunk Forecast including yearly forecasted trunk
                  quantities for all trunk groups described in this Appendix for
                  a minimum of three years and the use of Common Language
                  Location Identifier (CLLI-MSG) which is described in Bellcore
                  documents BR795-100-100 and BR795-400-100) or as mutually
                  agreed between the Parties. Trunk analyses will be performed
                  on a monthly basis at a minimum.

         B.       SWBT shall be responsible for forecasting and servicing the
                  trunk groups terminating to the LSP. LSP shall be responsible
                  for forecasting and servicing the trunk groups terminating to
                  SWBT end users and/or to be used for tandem transit to other
                  provider's networks, operator services and DA service, and
                  interLATA toll service. Standard trunk traffic engineering
                  methods will be used as described in Bell Communications
                  Research, Inc. (Bellcore) document SR-TAP-000191, Trunk
                  Traffic Engineering Concepts and Applications.

IX.      TRUNK SERVICING

         A.       Orders between the Parties to establish, add, change or
                  disconnect trunks shall be processed by use of an Access
                  Service Request ("ASR").

         B.       All Parties shall jointly manage the capacity of local
                  Interconnection Trunk Groups. Either Party may send the other
                  Party an ASR to initiate changes to the Local Interconnection
                  Trunk Groups that the ordering Party desires based on the
                  ordering Party's capacity assessment. The receiving Party will
                  issue a Firm Order Confirmation ("FOC") and a Design Layout
                  Record ("DLR") to the ordering Party within five (5) business
                  days after receipt of the ASR.

         C.       Orders that comprise a major project (i.e., 5 DS1s or more)
                  shall be submitted in a timely fashion, and their
                  implementation shall be jointly planned and coordinated.
<PAGE>   110
                                                                    APPENDIX ITR
                                                                     PAGE 7 OF 8


         D.       SWBT will process trunk service requests submitted via a
                  properly completed ASR within twenty (20) business days of
                  receipt of such ASR. Facilities must also be in place before
                  trunk orders can be completed.

         E.       In the event that a Party requires trunk servicing within
                  shorter time intervals than those provided for in this Article
                  IX due to a bona fide end user demand, such Party may
                  designate its ASR as an "Expedite" and the other Party shall
                  use best efforts to issue its FOC and DLR and install service
                  within the requested interval.

         F.       Each Party shall be responsible for engineering their networks
                  on their side of the POI.

X.       SERVICING OBJECTIVE/DATA EXCHANGE

         Each Party agrees to service trunk groups to the foregoing blocking
         criteria in a timely manner when trunk groups exceed measured blocking
         thresholds on an average time consistent busy hour for a 20 business
         day study period. Upon request, each Party will make available to the
         other, trunk group measurement reports for trunk groups terminating in
         the requesting Party's network. These reports will contain offered
         load, measured in CCS (100 call seconds), that has been adjusted to
         consider the effects of overflow, retrials and day-to-day variation.
         They will also contain overflow CCS associated with the offered load,
         day-to-day variation, peakedness factor, the date of the last week in
         the four week study period and the number of valid days of measurement.
         These reports shall be made available at a minimum on a semi-annual
         basis upon request.

XI.      SPECIFICATIONS

         All DS-1 and DS-3 facilities utilized for trunking established or
         employed by the Parties for purposes of this Appendix shall meet the
         specifications set forth in SWBT's TP-76625 dated June, 1990 and
         TP-76839 dated January, 1996.

XII.     TRUNK FACILITY UNDER UTILIZATION

         A.       At least once a year the Parties shall exchange trunk group
                  measurement reports as detailed above for trunk groups
                  terminating to the other Party's network. Each Party will
                  determine the required trunks for each of the other Party's
                  trunk groups for the previous twelve (12) months. Required
                  trunks will be based on the Blocking Objectives under "Trunk
                  Design Blocking Criteria" above and time consistent average
                  busy hour usage measurements from the highest four (4)
                  consecutive week (twenty (20) business day) study. Trunk
                  groups with excess capacity will be identified to the other
                  Party as eligible for downsizing. Excess capacity exists when
                  a trunk group, on a modular trunk group design basis, has
                  forty-eight (48) trunks (two (2) modular digroups) or ten
                  percent (10%), whichever is larger, over the required number
                  of trunks.
<PAGE>   111
                                                                    APPENDIX ITR
                                                                     PAGE 8 OF 8


         B.       The party with excess trunking capacity will assess the trunk
                  capacity based on forecasted requirements and agrees to
                  disconnect trunks in excess of forecasted requirements for the
                  next twelve (12) months. If after twelve (12) months the trunk
                  group continues to have excess capacity the Party agrees to
                  take timely steps to disconnect all excess capacity.

         C.       Where available and upon the request of the other Party, each
                  Party shall cooperate to ensure that its trunk groups are
                  configured utilizing the B8ZS ESF protocol for 64 kbps clear
                  channel transmission to allow for ISDN interoperability
                  between the Parties' respective networks.

         D.       Installation, Maintenance, Testing and Repair. SWBT's standard
                  intervals for Feature Group D Switched Exchange Access
                  Services will be used for Interconnection trunks as specified
                  in the most current SWBT Accessible Letter, currently
                  SWA96-036, dated April 15, 1996. LSP shall meet the same
                  intervals for comparable installations, maintenance, joint
                  testing, and repair of its facilities and services associated
                  with or used in conjunction with Interconnection or shall
                  notify SWBT of its inability to do so and will negotiate such
                  intervals in good faith.
<PAGE>   112
                                                          APPENDIX ITR-SCENARIOS
                                                                     PAGE 1 OF 7
                                                                      SWBT/BIRCH

                                  SCENARIO 1
                                        
              SINGLE RATE AREA - COMBINED SWBT LOCAL/ACCESS TANDEM
                WITHOUT DIRECT END OFFICE, ILEC OR IXC TRUNKING
                                        


                                   [FLOW CHART]




TRAFFIC USE/MODIFIER     DESCRIPTION
--------------------     -----------
1.   DDJ                 INTRALATA AND LOCAL (SS7 SIGNALING)
2.   TCJ                 INTRALATA AND LOCAL (SS7 SIGNALING)
3.   TOCRJ               MASS CALLING (MF SIGNALING)
4.   DD800J              INTRALATA 800 (MAXIMIZER 800)(SS7 SIGNALING)#
5.   MDJ                 INTERLATA ONLY (MF SIGNALING)@
6.   MDJ                 INTERLATA ONLY (SS7 SIGNALING)
7.   ESJ                 EMERGENCY SERVICE (MF SIGNALING)

@ Required at the Dallas 4 ESS switch only for 10XXXX # cut through and Feature
  Group B over D
# Required if SWBT does not perform database query for the LSP



<PAGE>   113
                                                          APPENDIX ITR-SCENARIOS
                                                                     PAGE 2 OF 7
                                                                      SWBT/BIRCH

                                  SCENARIO 2
                                        
              SINGLE RATE AREA - COMBINED SWBT LOCAL/ACCESS TANDEM
               WITH SOME DIRECT END OFFICE, ILEC AND IXC TRUNKING
                                        


                                  [FLOW CHART]




TRAFFIC USE/MODIFIER     DESCRIPTION
--------------------     -----------
1.   IEJ                 LOCAL ONLY (SS7 SIGNALING)
2.   IEJ                 LOCAL ONLY (SS7 SIGNALING)
3.   DDJ                 INTRALATA AND LOCAL (SS7 SIGNALING)
4.   TCJ                 INTRALATA AND LOCAL (SS7 SIGNALING)
5.   TOCRJ               MASS CALLING (MF SIGNALING)
6.   DD800J              INTRALATA 800 (MAXIMIZER 800) (SS7 SIGNALING)#
7.   MDJ                 INTERLATA ONLY (MF SIGNALING)@
8.   MDJ                 INTERLATA ONLY (SS7 SIGNALING)
9.   ESJ                 EMERGENCY SERVICE (MF SIGNALING)

@ Required at the Dallas 4 ESS switch only for 10XXXX# cut through and Feature
  Group B over D
# Required if SWBT does not perform the database query for the LSP
<PAGE>   114
                                                        APPENDIX ITR - SCENARIOS
                                                                     PAGE 3 OF 7
                                                                      SWBT/BIRCH

                                   SCENARIO 3

               SINGLE RATE AREA - SEPARATE SWBT LOCAL AND ACCESS
            TANDEMS WITHOUT DIRECT END OFFICE, ILEC OR IXC TRUNKING


                                  [FLOW CHART]


TRAFFIC USE/MODIFIER              DESCRIPTION
--------------------              ---------------------------------------------
1. TOJ                            LOCAL ONLY (SS7 SIGNALING)
2. TGJ                            LOCAL ONLY (SS7 SIGNALING)
3. TOCRJ                          MASS CALLING (MF SIGNALING)
4. DD800J                         INTRALATA 800 (MAXIMIZER 800) (SS7 SIGNALING)#
5. DDJ                            INTRALATA ONLY (SS7 SIGNALING)
6. TCJ                            INTRALATA ONLY (SS7 SIGNALING)
7. MDJ                            INTERLATA ONLY (SS7 SIGNALING)
8. ESJ                            EMERGENCY SERVICE (MF SIGNALING)

# Required if SWBT does not perform the database query for the LSP.
<PAGE>   115
                                                          APPENDIX ITR-SCENARIOS
                                                                     PAGE 4 OF 7
                                                                      SWBT/BIRCH

                                  SCENARIO 4
                                        
               SINGLE RATE AREA - SEPARATE SWBT LOCAL AND ACCESS
           TANDEMS WITH SOME DIRECT END OFFICE, ILEC AND IXC TRUNKING
                                        


                                   [FLOW CHART]




TRAFFIC USE/MODIFIER     DESCRIPTION
1.   IEJ                 LOCAL ONLY (SS7 SIGNALING)
2.   IEJ                 LOCAL ONLY (SS7 SIGNALING)
3.   TOJ                 LOCAL ONLY (SS7 SIGNALING)
4.   TGJ                 LOCAL ONLY (SS7 SIGNALING)
5.   TOCRJ               MASS CALLING (MF SIGNALING)
6.   DD800J              INTRALATA 800 (MAXIMIZER 800) (SS7 SIGNALING)#
7.   DDJ                 INTRALATA ONLY (SS7 SIGNALING)
8.   TCJ                 INTRALATA ONLY (SS7 SIGNALING)
9.   MDJ                 INTERLATA ONLY (SS7 SIGNALING)
10.  ESJ                 EMERGENCY SERVICE (MF SIGNALING)

# Required if SWBT does not perform database query for the LSP
<PAGE>   116
                                                    APPENDIX ITR -- SCENARIOS
                                                                  PAGE 5 OF 7
                                                                   SWBT/BIRCH



                                   SCENARIO 5

              SINGLE RATE AREA - COMBINED SWBT LOCAL/ACCESS TANDEM
            WHERE SWBT IS THE OPERATOR SERVICES PROVIDER FOR THE LSP




                                  [FLOW CHART]





TRAFFIC USE/MODIFIER     DESCRIPTION
--------------------     -----------------------------------------------------
1.  VRJ                  BUSY LINE VERIFICATION (MF SIGNALING)#
2.  DAJ or DACCJ         DIRECTORY ASSISTANCE or DIRECTORY ASSISTANCE CALL 
                         COMPLETION (MF SIGNALING, OPERATOR SERVICES SIGNALING)
3.  ETCM2J               0-, 0+ COMBINED COIN AND NONCOIN
                         (MF SIGNALING, OPERATOR SERVICES SIGNALING)
4.  ETCMFJ               0-, 0+ DA, DACC COMBINED COIN AND NONCOIN
                         (MF SIGNALING, OPERATOR SERVICES SIGNALING)

# Busy Line Verification is sometimes trunked out from the TOPS Tandem rather 
  than the Access Tandem.



                                                                 Revised 1/7/97
                                                                 LSP5.AF3
<PAGE>   117
                                                        APPENDIX ITR - SCENARIOS
                                                                     PAGE 6 OF 7
                                                                      SWBT/BIRCH

                                   SCENARIO 6
                                        
              SINGLE RATE AREA - COMBINED SWBT LOCAL/ACCESS TANDEM
          WHERE SWBT IS NOT THE OPERATOR SERVICES PROVIDER FOR THE LSP
                                        
                         121 INWARD OPERATOR ASSISTANCE
                                        

                                  [Flow Chart]

NOTE: THIS SCENARIO WOULD USE EXISTING INTEREXCHANGE CARRIER NETWORK.



<PAGE>   118
                                                        APPENDIX ITR - SCENARIOS
                                                                     PAGE 7 OF 7
                                                                      SWBT/BIRCH

                                   SCENARIO 7
                                        
              SINGLE RATE AREA - COMBINED SWBT LOCAL/ACCESS TANDEM
                WHERE SWBT IS NOT THE OPERATOR SERVICES PROVIDE
               FOR THE LSP AND THE LSP'S SWITCH IS THE DESIGNATED
                OPERATOR SWITCH (TTC) FOR 121 INWARD ASSISTANCE
                                        
                                  [FLOW CHART]


TRAFFIC USE/MODIFIER     DESCRIPTION
--------------------     ----------------------------------------------
1. OAJ                   ACCESS TO INWARD OPERATOR (121) (MF SIGNALING)

<PAGE>   119
                                                                    APPENDIX MAP

                              KANSAS CITY, MISSOURI


SWBT OPTIONAL CALLING AREAS
-     FARLEY
-     SMITHVILLE
EXCELSIOR SPRINGS
RICHMOND
GRAIN VALLEY
GREENWOOD
ARCHIE

ILEC MANDATORY AREAS
-     FERRELVIEW
<PAGE>   120
                                                                    APPENDIX MAP


                               ST. LOUIS, MISSOURI


SWBT OPTIONAL CALLING AREAS
-     PORTAGE DES SIOUX
ST. CHARLES
CHESTERFIELD
MANCHESTER
VALLEY PARK
FENTON
MAXVILLE
IMPERIAL
-     HARVESTER
POND
EUREKA
HIGH RIDGE
ANTONIA
HERCULANEUM
GRAY SUMMIT
PACIFIC
CEDAR HILL
WARE
HILLSBORO
FESTUS
DESOTO
<PAGE>   121
                                                                    APPENDIX NIM
                                                                     PAGE 1 OF 6


                                  APPENDIX NIM
<PAGE>   122
                                                                    APPENDIX NIM
                                                                     PAGE 2 OF 6


                 APPENDIX NETWORK INTERCONNECTION METHODS (NIM)


         This Appendix NIM designates Network Interconnection Methods (NIMs) to
be used by the Parties. These include, but are not limited to: MidSpan Fiber
Interconnection (MSFI); Virtual Collocation Interconnection; SONET Based
Interconnection; Physical Collocation Interconnection; leasing of SWBT
facilities; and other methods as mutually agreed to by the Parties.

I.       MID-SPAN FIBER INTERCONNECTION (MSFI)

         Mid-Span Fiber Interconnection (MSFI) between Southwestern Bell
         Telephone (SWBT) and LSP can occur at any mutually agreeable,
         economically and technically feasible point between LSP's premises and
         a SWBT tandem or end office. This interconnection will be on a
         point-to-point SONET system over single mode fiber optic cable.

         MSFI may be used to provide interconnection trunking as defined in
         Appendix ITR.

         A.       There are two basic mid-span interconnection designs:

                  1.       Design One: LSP's fiber cable and SWBT's fiber cable
                           are connected at an economically and technically
                           feasible point between the LSP location and the last
                           entrance manhole at the SWBT central office.

                           The Parties may agree to a location with access to an
                           existing SWBT fiber termination panel. In these
                           cases, the network interconnection point (POI) shall
                           be designated outside of the SWBT building, even
                           though the LSP fiber may be physically terminated on
                           a fiber termination panel inside of a SWBT building.
                           In this instance, LSP will not incur fiber
                           termination charges and SWBT will be responsible for
                           connecting the cable to the SWBT facility.

                           The Parties may agree to a location with access to an
                           existing LSP fiber termination panel. In these cases,
                           the network interconnection point (POI) shall be
                           designated outside of the LSP building, even though
                           the SWBT fiber may be physically terminated on a
                           fiber termination panel inside of an LSP building. In
                           this instance, SWBT will not incur fiber termination
                           charges and LSP will be responsible for connecting
                           the cable to the LSP facility.

                           If a suitable location with an existing fiber
                           termination panel cannot be agreed upon, LSP and SWBT
                           shall mutually determine provision of a fiber
                           termination panel housed in an outside, above ground,
                           cabinet placed at the physical POI. Ownership and the
                           cost of provisioning the panel will be negotiated
                           between the two parties.
<PAGE>   123
                                                                    APPENDIX NIM
                                                                     PAGE 3 OF 6


                  2.       Design Two: LSP will provide fiber cable to the last
                           entrance manhole at the SWBT tandem or end office
                           switch with which LSP wishes to interconnect. LSP
                           will provide a sufficient length of fiber optic cable
                           for SWBT to pull the fiber cable to the SWBT cable
                           vault for termination on the SWBT fiber distribution
                           frame (FDF). In this case the POI shall be at the
                           manhole location.

                           Each Party is responsible for designing,
                           provisioning, ownership and maintenance of all
                           equipment and facilities on its side of the POI. Each
                           Party is free to select the manufacturer of its Fiber
                           Optic Terminal (FOT). Neither Party will be allowed
                           to access the Data Communication Channel (DCC) of the
                           other Party's FOT. The Parties will work
                           cooperatively to achieve equipment compatibility.

         B.       The Parties will mutually agree upon the precise terms of each
                  mid-span interconnection facility. These terms will cover the
                  technical details of the interconnection as well as other
                  network interconnection, provisioning and maintenance issues.

         C.       The LSP location includes FOTs, multiplexing and fiber
                  required to take the optical signal handoff from SWBT for
                  interconnection trunking as outlined in Appendix ITR.

         D.       The fiber connection point may occur at several locations:

                  1.       a location with an existing SWBT fiber termination
                           panel. In this situation, the POI shall be outside
                           the SWBT building which houses the fiber termination
                           panel;

                  2.       a location with access to an existing LSP fiber
                           termination panel. In these cases, the network
                           interconnection point (POI) shall be designated
                           outside of the LSP building, even though the SWBT
                           fiber may be physically terminated on a fiber
                           termination panel inside a LSP building;

                  3.       a location with no existing SWBT fiber termination
                           panel. In this situation, SWBT and LSP will negotiate
                           provisioning, maintenance and ownership of a fiber
                           termination panel and above ground outside cabinet as
                           a POI and for connection of the fiber cables;

                  4.       a manhole outside of the SWBT central office. In this
                           situation, LSP will provide sufficient fiber optic
                           cable for SWBT to pull the cable into the SWBT cable
                           vault for termination on the SWBT FDF. The POI will
                           be at the manhole and SWBT will assume maintenance
                           responsibility for the 
<PAGE>   124
                                                                    APPENDIX NIM
                                                                     PAGE 4 OF 6


                           fiber cabling from the manhole to the FDF.

         E.       The SWBT tandem or end office switch includes all SWBT FOT,
                  multiplexing and fiber required to take the optical signal
                  hand-off provided from LSP for interconnection trunking as
                  outlined in Appendix ITR. This location is SWBT's
                  responsibility to provision and maintain.

         F.       In both designs, LSP and SWBT will mutually agree on the
                  capacity of the FOT(s) to be utilized. The capacity will be
                  based on equivalent DS1s that contain trunks and interLATA
                  traffic. Each Party will also agree upon the optical frequency
                  and wavelength necessary to implement the interconnection. The
                  Parties will develop and agree upon methods for the capacity
                  planning and management for these facilities, terms and
                  conditions for over provisioning facilities, and the necessary
                  processes to implement facilities as indicated below. These
                  methods will meet quality standards as mutually agreed to by
                  LSP and SWBT.

II.      AVOIDANCE OF OVER PROVISIONING

         Underutilization is the inefficient deployment and use of the network
         due to forecasting a need for more capacity than actual usage requires,
         and results in unnecessary costs for SONET systems. To avoid over
         provisioning, the Parties will agree to joint facility growth planning
         as detailed below.

III.     JOINT FACILITY GROWTH PLANNING

         The initial fiber optic system deployed for each interconnection shall
         be the smallest standard available, unless otherwise agreed. For SONET
         this is an OC-3 system. The following list the criteria and processes
         needed to satisfy additional capacity requirements beyond the initial
         system.

         A.       Criteria:

                  1.       Investment is to be minimized;

                  2.       Facilities are to be deployed in a "just in time"
                           fashion.

         B.       Processes

                  1.       discussions to provide relief to existing facilities
                           will be triggered when either Party recognizes that
                           the overall system facility (DS1s) is at 90%
                           capacity;

                  2.       both Parties will perform a joint validation to
                           ensure current trunks have 
<PAGE>   125
                                                                    APPENDIX NIM
                                                                     PAGE 5 OF 6


                           not been over-provisioned. If any trunk groups are
                           over-provisioned, trunks will be turned down as
                           appropriate. If any trunk resizing lowers the fill
                           level of the system below 90%, the growth planning
                           process will be suspended and will not be reinitiated
                           until a 90% fill level is achieved. Trunk design
                           blocking criteria described in Appendix ITR will be
                           used in determining trunk group sizing requirements
                           and forecasts;

                  3.       if based on the forecasted equivalent DS1 growth, the
                           existing fiber optic system is not projected to
                           exhaust within one year, the Parties will suspend
                           further relief planning on this interconnection until
                           a date one year prior to the projected exhaust date.
                           If growth patterns change during the suspension
                           period, either Party may re-initiate the joint
                           planning process;

                  4.       if the placement of a minimum size FOT will not
                           provide adequate augmentation capacity for the joint
                           forecast over a two year period, and the forecast
                           appears reasonable based upon history, the next
                           larger system may be deployed. In the case of a SONET
                           system, the OC-3 system could be upgraded to an
                           OC-12. If the forecast does not justify a move to the
                           next larger system, another minimal size system (such
                           as on OC-3) could be placed. This criteria assumes
                           both Parties have adequate fibers for either
                           scenario. If adequate fibers do not exist, both
                           Parties would negotiate placement of additional
                           fibers;

                  5.       both Parties will negotiate a project service date
                           and corresponding work schedule to construct relief
                           facilities in an effort to achieve "just in time"
                           deployment;

                  6.       the joint planning process/negotiations should be
                           completed within two months of identification of 90%
                           fill.

IV.      VIRTUAL COLLOCATION INTERCONNECTION

         The description of Virtual Collocation Interconnection is contained in
         SWBT's Virtual Collocation tariffs (i.e., SWBT's Tariff F.C.C. No. 73).

V.       SONET-BASED INTERCONNECTION

         The description of SONET-Based Interconnection is contained in SWBT's
         Sonet-Based Interconnection tariffs (i.e., SWBT's Tariff F.C.C. No.
         73).
<PAGE>   126
                                                                    APPENDIX NIM
                                                                     PAGE 6 OF 6


VI.      PHYSICAL COLLOCATION INTERCONNECTION

         SWBT will provide Physical Collocation Interconnection on
         nondiscriminatory terms and conditions at the time LSP requests such
         interconnection.

VII.     LEASING OF SWBT'S FACILITIES

         LSP's leasing of SWBT's facilities for purposes of network
         interconnection will be subject to the agreement of the Parties.


<PAGE>   127
                                                                   APPENDIX PORT
                                                                     PAGE 1 OF 5

                                  APPENDIX PORT





<PAGE>   128
                                                                   APPENDIX PORT
                                                                     PAGE 2 OF 5


                                  APPENDIX PORT

I.       GENERAL

         SWBT and LSP will provide Interim Number Portability (INP) in
         accordance with requirements of the Act. INP will be provided by each
         Party to the other upon request. INP will be provided with minimum
         impairment of functionality, quality, reliability and convenience to
         subscribers of LSP or SWBT. The Parties will provide Permanent Number
         Portability (PNP) as soon as it is technically feasible, in conformance
         with FCC rules and the Act, and will participate in development of PNP
         in the state, in accordance with the FCC's First Report and Order in
         Docket No. 95-116 (hereinafter called the Number Portability Order). As
         described herein, INP is a service arrangement whereby an end user, who
         switches subscription of exchange service from one provider to another
         is permitted to retain, for its use, the existing assigned number
         provided that the end user remains in the same serving wire center.

II.      TERMS, CONDITIONS UNDER WHICH SWBT SHALL PROVIDE INP

         A.       Service Provided

                  1.       SWBT shall only provide INP, as described herein, to
                           LSP.

                  2.       SWBT shall only provide INP services and facilities
                           where technically feasible, subject to the
                           availability of facilities, and only from properly
                           equipped central offices. SWBT does not offer INP
                           services and facilities for NXX codes 555, 976, 950.

                  3.       SWBT shall not provide INP services for end user
                           accounts where the end user's payments are thirty
                           (30) days or more in arrears, or where contract
                           termination liabilities would be assessed by SWBT to
                           the end user, unless full payment is made, or an
                           agreement is reached where LSP agrees to make full
                           payment on the end user's behalf, including any
                           termination amounts due or the Parties otherwise
                           agree.

                  4.       When the exchange service offerings associated with
                           INP service are provisioned using remote switching
                           arrangements, SWBT shall make INP service available
                           from, or to the host central offices.

         B.       Obligations Of SWBT

                  SWBT's sole responsibility is to comply with the service
                  requests it receives from LSP and to provide INP in accordance
                  with this Appendix.
<PAGE>   129
                                                                   APPENDIX PORT
                                                                     PAGE 3 OF 5


         C.       Obligations Of LSP

                  1.       LSP shall coordinate the provision of service with
                           SWBT to assure that LSP's switch is capable of
                           accepting INP ported traffic.

                  2.       LSP is solely responsible to provide equipment and
                           facilities that are compatible with SWBT's service
                           parameters, interfaces, equipment and facilities. LSP
                           shall provide sufficient terminating facilities and
                           services at the terminating end of an INP call to
                           adequately handle all traffic to that location and
                           shall ensure that its facilities, equipment and
                           services do not interfere with or impair any
                           facility, equipment or service of SWBT or any of its
                           end users. In the event that SWBT determines in its
                           sole judgment that LSP will likely impair or is
                           impairing, or interfering with any equipment,
                           facility or service of SWBT or any of its end users,
                           SWBT may either refuse to provide INP service or
                           terminate it in accordance with other provisions of
                           this Agreement or SWBT's tariffs.

                  3.       LSP shall provide an appropriate intercept
                           announcement service for any telephone numbers
                           subscribed to INP service for which LSP is not
                           presently providing exchange service or terminating
                           to an end user, to the extent LSP desires such an
                           announcement.

                  4.       Where LSP chooses to disconnect or terminate any INP
                           service, LSP shall designate which standard SWBT
                           intercept announcement SWBT shall provide for
                           disconnected number.

                  5.       LSP shall designate to SWBT at the time of its
                           initial service request for INP service one of the
                           following options for handling and processing of
                           Calling Card, Collect, Third Party, and other
                           operator handled non-sent paid calls from or to LSP
                           assigned telephone numbers:

                           a.       LSP may elect to block the completion of
                                    third number and calling card calls through
                                    the use of LIDB to select ported numbers.

                           b.       For non-sent paid calls billed to INP
                                    assigned numbers, a separate
                                    sub-clearinghouse billing arrangement must
                                    be established which will provide for the
                                    transmission of the EMR 01-01-01 billing
                                    records, and settlement of toll revenues.

         D.       Limitations Of Service

                  1.       SWBT is not responsible for adverse effects on any
                           service, facility or equipment from the use of INP
                           service.

                  2.       End-to-end transmission characteristics may vary
                           depending on the 
<PAGE>   130
                                                                   APPENDIX PORT
                                                                     PAGE 4 OF 5


                           distance and routing necessary to complete calls over
                           INP facilities and the fact that another carrier is
                           involved in the provisioning of service. Therefore,
                           end-to-end transmission characteristics cannot be
                           specified by SWBT for such calls.

         E.       Service Descriptions

                  1.       INP-REMOTE. INP-Remote is a service whereby a call
                           dialed to an INP-Remote equipped telephone number,
                           assigned to SWBT, is automatically forwarded to an
                           LSP-assigned, 7 or 10 digit telephone number. The
                           forwarded-to number is specified by LSP at the same
                           location.

                           a.       INP-Remote provides an initial call path and
                                    two additional paths for the forwarding of
                                    no more than three (3) simultaneous calls to
                                    LSP's specified forwarded-to number.
                                    Additional call paths are available on a per
                                    path basis.

                           b.       The LSP-assigned forwarded-to number shall
                                    be treated as two separate calls with
                                    respect to interconnection compensation, end
                                    user toll billing and intercompany
                                    settlement and access billing, i.e., an
                                    incoming call to the SWBT ported number
                                    shall be handled like any other SWBT call
                                    being terminated to that end office and the
                                    ported call to LSP assigned telephone number
                                    in LSP switch shall be handled as any local
                                    calls between SWBT and LSP.

                           c.       Where facilities exist, SWBT will provide
                                    identification of the originating telephone
                                    number, via SS7 signaling, to LSP.

                  2.       INP-DIRECT. INP-Direct is a service which provides
                           for the delivery of the called (dialed) number to
                           LSP's switching (central office or premises)
                           equipment for identification and subsequent routing
                           and call completion.

                           a.       INP-Direct is available either on a per
                                    voice grade channel basis or a per DS1 (24
                                    equivalent voice grade channels) basis.

                                    (1)     Where the location of LSP's
                                            switching equipment to which SWBT is
                                            providing voice grade or DS1
                                            INP-Direct service resides outside
                                            the exchange or central office
                                            serving area from which the
                                            INP-Direct service is purchased, LSP
                                            shall pay applicable interoffice
                                            mileage charges as specified in the
                                            applicable state Special Access
                                            Tariff.

                           b.       INP-Direct service must be established with
                                    a minimum configuration of two (2) voice
                                    grade channels and one unassigned telephone
                                    number per SWBT switch. Transport facilities
                                    arranged 
<PAGE>   131
                                                                   APPENDIX PORT
                                                                     PAGE 5 OF 5


                                    for INP-Direct may not be mixed with any
                                    other type of trunk group. Outgoing calls
                                    may not be placed over facilities arranged
                                    for INP-Direct service.

                           c.       SS7 Signaling is not available on the
                                    INP-Direct facilities.

         F.       Pricing

                  1.       The Parties will comply with all effective FCC,
                           Commission and/or court Orders governing INP cost
                           recovery and compensation. The Parties acknowledge
                           that the Telephone Number Portability Order is
                           subject to pending Petitions for Reconsideration and
                           may be subject to appeal. As such, the Number
                           Portability Order may be reconsidered, revised and
                           remanded, or vacated, subject to further proceedings
                           before the FCC. As such, until a final decision is
                           rendered on INP cost recovery, the Parties agree to
                           track the costs associated with the implementation
                           and provision of INP and to "true-up" INP-related
                           accruals to reflect the final terms of any such
                           order.

                  2.       Neither Party waives its rights to advocate its views
                           on INP cost recovery, or to present before any
                           appropriate regulatory agency or court its views on
                           FCC or Commission actions pertaining to INP cost
                           recovery.
<PAGE>   132


                                   LSP SERVING AREA DESCRIPTION AND E9-1-1 INTERCONNECTION DETAILS

 LSP NAME & CONTACTS              LSP "OCN"      LSP Switch Name & Addr.              Switch Type           LSP NPA/NXX(s) included
                                                                                                
                                                                                       CLLI Code            # 9-1-1 Trunks Requested
E9-1-1 Manager                   LSP Telco ID
                                                                             "Connect Signal" Digits (4)         "Default" PSAP
                                                                                         1 - 1
Database Administrator                             Estimated # of EAAs                 ETST Code

                           LSP Service Area Definition:
Switch Site Contact






                          SWBT E9-1-1 SYSTEM CONFIGURATION ASSOCIATED WITH DESIGNATED E9-1-1 CONTROL OFFICE

     E9-1-1 CONTROL OFFICE:                        PSAPs INCLUDED IN                 COMMUNITY             E9-1-1 CUSTOMER and
                 CLLI Code:                        9-1-1 SERVICE PLAN             for MSAG PULL (3)   AGENCY TYPE (see legend below)
                                                                                          
  E9-1-1 Features Required:

# of 9-1-1 Trunks from LSP:

      MSAG Update Interval:        Monthly



<FN>
            FOOTNOTES:  (1)


                        (2)


                        (3)  MSAG will only include addresses within SWBT exchanges, unless specifically stated
                             otherwise.

                        (4)  Refer to network interface specifications in Exhibit III.
</FN>



                                                                                                             
"TYPE of AGENCY" LEGEND:
                        HRC  =  Home Rule City
                        ECD  =  Emergency Communications District
                        COG  =  Council of Governments or Regional Planning Commission
                        GLC  =  General Law City
                        Cnty =  County with special provisions (only applies to Dallas County)
                                                                                                                Date Prepared


<PAGE>   133
                                                                     APPENDIX TP
                                                                     PAGE 1 OF 2






                                   APPENDIX TP

<PAGE>   134
                                                                     APPENDIX TP
                                                                     PAGE 2 OF 2



                         ELECTRICAL/OPTICAL INTERFACES:
-        SWBT Technical Publication TP-76839 - SONET Transmission Requirements
Performance and Interface Specifications, Issue 1, January 1996, or the most
current version.

-        SWBT Technical Publication TP-76625 - High Capacity Digital Service
1.544 Mbs and 44.736 Mbs Requirements and Transmission Limits, Issue 1, June
1990, or the most current version.

             INTERCONNECTION RESPONSIBILITIES RELATED TO SIGNALING:
-        SWBT Technical Publication, TP-76638 - Common Channel Signaling Network
Interface Specifications

-        GR-000246-CORE, Bell Communications Research Specifications of
Signaling System 7

-        GR-000317-CORE, Switching System Requirements for Call Control Using
the Integrated Services Digital Network User Part

-        GR-000394-CORE, Switching System Requirements for Interexchange Carrier
Interconnection Using the Integrated Services Digital Network User Part

-        GR-000606-CORE, LATA Switching Systems Generic Requirements-Common
Channel Signaling-Section 6.5

-        GR-000905-CORE, Common Channel Signaling Network Interface
Specification Supporting Network Interconnection Message Transfer Part (MTP) and
Integrated Digital Services Network User Part (ISDNUP)

                  COLLOCATION
-        SWBT's Technical Publication for Physical Collocation (sixth revision
dated 2-18-97)

                  TECHNICAL EXHIBIT SETTLEMENT PROCEDURES
-        TESP
<PAGE>   135
                                                              APPENDIX RECORDING
                                                                     PAGE 1 OF 7







                               APPENDIX RECORDING
<PAGE>   136
                                                              APPENDIX RECORDING
                                                                     PAGE 2 OF 7


                               APPENDIX RECORDING

                        RECORDING, MESSAGE PROCESSING AND
                 PROVISION OF INTEREXCHANGE CARRIER TRANSPORTED
                             MESSAGE DETAIL APPENDIX


This Appendix sets forth the terms and conditions under which SWBT will provide
recording, message processing and message detail services as described in total
in Exhibit I, SERVICES AND ASSOCIATED CHARGES, and those services specifically
selected by LSP as described in Exhibit II, SELECTED SERVICE OPTIONS AND METHOD
OF PROVISION, at the rates set forth in Exhibit III, BASIS OF COMPENSATION.
Exhibits I, II and III are attached hereto and made a part of this Appendix by
reference.

I.       DEFINITIONS

         As used herein and for the purposes of this Appendix, the following
         terms shall have the meanings set forth below:

         A.       Access Usage Record (AUR) - a message record which contains
                  the usage measurement reflecting the service feature group,
                  duration and time of day for a message and is subsequently
                  used to bill access to Interexchange Carriers (IXCs).

         B.       Assembly and Editing - the aggregation of recorded customer
                  message details to create individual message records and the
                  verification that all necessary information required to ensure
                  all individual message records meet industry specifications is
                  present.

         C.       Billing Company - the company that bills end users for the
                  charges incurred in originating and terminating IXC
                  transported calls.

         D.       Centralized Message Distribution System (CMDS) - the national
                  network of private line facilities used to exchange Exchange
                  Message Records (EMR) formatted billing data between SWBT and
                  the Billing Company.

         E.       Data Transmission - the forwarding by SWBT of IXC transported
                  toll message detail and/or access usage record detail in EMR
                  format over data lines or on magnetic tapes to the appropriate
                  Billing Company.

         F.       Exchange Message Record (EMR) - Industry standard message
                  format as described in accordance with the Bellcore Practice
                  BR010-200-010 developed for the interexchange of
                  telecommunications message information.

         G.       Interexchange Carrier (IXC) - A third party transmission
                  provider that carries long distance voice and non-voice
                  traffic between user locations for a related recurring 
<PAGE>   137
                                                              APPENDIX RECORDING
                                                                     PAGE 3 OF 7

                  fee. IXCs provide service interstate and intrastate. In some
                  states IXCs are permitted to operate within a LATA.

         H.       Interexchange Carrier Transported - telecommunications
                  services provided by an IXC or traffic transported by
                  facilities belonging to an IXC.

         I.       Message Processing - the creation of individual EMR formatted
                  billable message detail records from individual recordings
                  that reflect specific billing detail for use in billing the
                  end user and/or access usage records from individual
                  recordings that reflect the service feature group, duration
                  and time of day for a message, Carrier Identification Code,
                  among other fields, for use in billing access to the
                  Interexchange Carriers. Message Processing includes performing
                  CMDS online edits required to ensure message detail and access
                  usage records are consistent with CMDS specifications.

         J.       Originating Local Exchange Carrier Company - the company whose
                  local exchange telephone network is used to originate calls
                  thereby providing originating exchange access to IXCs.

         K.       Provision of Message Detail - the sorting of all billable
                  message detail and access usage record detail by Revenue
                  Accounting Office, Operating Company Number or Service Bureau,
                  splitting of data into packs for invoicing, and loading of
                  data into files for data transmission to LSP for those records
                  created internally or received from other Local Exchange
                  Carrier Companies or Interexchange Carriers through SWBT's
                  internal network or national CMDS.

         L.       Record - a logical grouping of information as described in the
                  programs that process information and create the magnetic
                  tapes or data files.

         M.       Recording - the creation and storage on magnetic tape or other
                  medium of the basic billing details of a message in Automatic
                  Message Accounting (AMA) format.

         N.       Service Switching Point (SSP) - a signaling point that can
                  launch queries to databases and receive/interpret responses
                  used to provide specific customer services.

         O.       Switching Control Point (SCP) - the real time database system
                  that contains routing instructions for 800 calls. In addition
                  to basic routing instructions, the SCP may also provide
                  vertical feature translations, i.e., time of day, day of week
                  routing, out of area screening and/or translation of the
                  dialed 800 number to its assigned working telephone number.

         P.       800 SCP Carrier Access Usage Summary Record (SCP Record) - a
                  summary record which contains information concerning the
                  quantity and types of queries 
<PAGE>   138
                                                              APPENDIX RECORDING
                                                                     PAGE 4 OF 7

                  launched to a SWBT SCP. In those situations where charges are
                  applicable for the production and delivery of SCP records,
                  such charges will be those specified in Exhibit III-A
                  pertaining to the production and forwarding of AUR data.

         Q.       Terminating Local Exchange Carrier Company - the company whose
                  local exchange telephone network is used to terminate calls
                  thereby providing terminating exchange access to IXCs.

II.      RESPONSIBILITIES OF THE PARTIES

         A.       SWBT will record all IXC transported messages for LSP carried
                  over all Feature Group Switched Access Services that are
                  available to SWBT-provided recording equipment or operators.
                  Unavailable messages (i.e., certain operator messages which
                  are not accessible by SWBT-provided equipment or operators)
                  will not be recorded. The recording equipment will be provided
                  at locations selected by SWBT.

         B.       SWBT will perform assembly and editing, message processing and
                  provision of applicable access usage record detail for IXC
                  transported messages if the messages are recorded by SWBT.

         C.       SWBT will provide access usage records that are generated by 
                  SWBT.

         D.       Assembly and editing will be performed on all IXC transported
                  messages recorded by SWBT, during the billing period
                  established by SWBT and selected by LSP from Exhibit III-B.

         E.       Standard EMR record formats for the provision of billable
                  message detail and access usage record detail will be
                  established by SWBT and provided to LSP.

         F.       Recorded access usage record detail will not be sorted to
                  furnish detail by specific end users, by specific groups of
                  end users, by office, by feature group or by location.

         G.       SWBT will provide message detail to LSP either on magnetic
                  tapes or in data files, depending on the option contracted for
                  by LSP in Exhibit III. Only ONE method may be selected by LSP.

                  1.       Magnetic Tapes

                           a.       SWBT will supply the magnetic tapes, which
                                    will be provided without the return of
                                    previously supplied tapes.

                           b.       LSP will specify one of the following
                                    options for provision of tapes:
<PAGE>   139
                                                              APPENDIX RECORDING
                                                                     PAGE 5 OF 7


                                    1)       SWBT may send the tapes to LSP via
                                             first class U.S. Mail Service or an
                                             equivalent service of SWBT's
                                             choice, or

                                    2)       LSP may pick up the magnetic tapes
                                             at a location designated by SWBT.

                                    3)       If, at the request of LSP,
                                             overnight delivery other than those
                                             provided in 1 & 2 above is
                                             requested, the cost of this
                                             delivery will be at the expense of
                                             LSP.

         2.       Data Files

                           The message detail may be transmitted to LSP in data
                           files via data lines using software and hardware
                           acceptable to both parties.

         H.       In Exhibit III, LSP will identify separately the location
                  where the tapes and any data transmissions should be sent (as
                  applicable) and the number of times each month the information
                  should be provided. SWBT reserves the right to limit the
                  frequency of transmission to existing SWBT processing and work
                  schedules, holidays, etc.

         I.       SWBT will determine the number of magnetic tapes or data files
                  required to provide the access usage record detail to LSP.

         J.       Recorded access usage record detail previously provided LSP
                  and lost or destroyed through no fault of SWBT will not be
                  recovered and made available to LSP except on an individual
                  case basis at a cost determined by SWBT.

         K.       When SWBT receives rated billable messages from an IXC or
                  another Local Exchange Carrier (LEC) that are to be billed by
                  LSP, SWBT will forward those messages to LSP.

         L.       When SWBT has rated billable message detail originating from
                  LSP's end users requiring billing by another LEC or LSP, SWBT
                  will forward such messages to the appropriate Billing Company.

         M.       SWBT will record the applicable detail necessary to generate
                  access usage records and forward them to LSP for its use in
                  billing access to the IXC.

III.     BASIS OF COMPENSATION

         A.       Compensation for recording, assembly and editing, rating,
                  message processing and provision of messages provided
                  hereunder by SWBT for LSP shall be based upon the rates and
                  charges set forth in Exhibit III, BASIS OF COMPENSATION.

         B.       When message detail is entered on a magnetic tape or data file
                  for provision of 
<PAGE>   140
                                                              APPENDIX RECORDING
                                                                     PAGE 6 OF 7


                  message detail to LSP, a per record charge will apply for each
                  record processed. SWBT will determine the charges based on its
                  count of the records processed.

IV.      LIABILITY

         A.       Except as otherwise provided herein, neither party shall be
                  liable to the other for any special, indirect, or
                  consequential damage of any kind whatsoever. A party shall not
                  be liable for its inability to meet the terms of this Appendix
                  where such inability is caused by failure of the first party
                  to comply with the obligations stated herein. Each party is
                  obliged to use its best efforts to mitigate damages.

         B.       When SWBT is notified that, due to error or omission,
                  incomplete data has been provided to LSP, SWBT will make
                  reasonable efforts to locate and/or recover the data and
                  provide it to LSP at no additional charge. Such requests to
                  recover the data must be made within 30 days from the date the
                  details initially were made available to LSP. If written
                  notification is not received within 30 days, SWBT shall have
                  no further obligation to recover the data and shall have no
                  further liability to LSP.

         C.       If, despite timely notification by LSP, message detail is lost
                  and unrecoverable as a direct result of SWBT having lost or
                  damaged tapes or incurred system outages while performing
                  recording, assembly and editing, rating, message processing,
                  and/or transmission of message detail, SWBT will estimate the
                  volume of lost messages and associated revenue based on
                  information available to it concerning the average revenue per
                  minute for the average interstate and/or intrastate call. In
                  such events, SWBT's liability to LSP shall be limited to the
                  granting of a credit adjusting amounts otherwise due from it
                  equal to the estimated net lost revenue associated with the
                  lost message detail.

         D.       SWBT will not be liable for any costs incurred by LSP when LSP
                  is transmitting data files via data lines and a transmission
                  failure results in the non-receipt of data by SWBT.

         E.       LSP agrees to defend, indemnify, and hold harmless SWBT from
                  any and all losses, damages, or other liability, including
                  attorney fees, that it may incur as a result of claims,
                  demands, or other suits brought by any party that arise out of
                  the use of this service by LSP, its customers or end users.
                  LSP shall defend against all end users' claims just as if LSP
                  had provided such service to its end users with its own
                  employees.

         F.       LSP also agrees to release, defend, indemnify and hold
                  harmless SWBT from any claim, demand or suit that asserts any
                  infringement or invasion of privacy or confidentiality of any
                  person(s), caused or claimed to be caused, directly or
                  indirectly, by SWBT employees and equipment associated with
                  provision of this service. This includes, but is not limited
                  to suits arising from disclosure of any 
<PAGE>   141
                                                              APPENDIX RECORDING
                                                                     PAGE 7 OF 7


                  customer specific information associated with either the
                  originating or terminating numbers used to provision this
                  service.

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. ADDITIONALLY,
SWBT ASSUMES NO RESPONSIBILITY WITH REGARD TO THE CORRECTNESS OF THE DATA
SUPPLIED BY LSP WHEN THIS DATA IS ACCESSED AND USED BY A THIRD PARTY.
<PAGE>   142
                                                  APPENDIX RECORDING - EXHIBIT I
                                                                     PAGE 1 OF 3

                                    EXHIBIT I

                         EXPLANATION OF SERVICE OPTIONS


The attached pages of this Exhibit I show the service options that are offered
under this Appendix and the charges that are associated with each option.
Alphabetical and numerical references in the CHARGES columns are to rates and
charges set forth in Exhibit III, BASIS OF COMPENSATION.

ORIGINATING 1+ DDD RECORDINGS - IXC TRANSPORTED MESSAGE DETAIL AND ACCESS USAGE
RECORDS

OPTION  #1:       SWBT performs recording, assembly and editing, rating of
                  billable message detail and creates an Access Usage Record
                  (AUR) for all 1+ Interexchange Carrier (IXC) transported
                  messages originating from LSP end office telephone network and
                  forwards both billable message detail records and AUR records
                  to LSP.

OPTION #2:        SWBT performs recording, assembly and editing of the billable
                  message detail and extracts that detail to the IXC for all 1+
                  IXC transported messages originating from LSP end office. SWBT
                  creates Access Usage Records for this traffic and forwards
                  those AUR records to LSP.

OPTION #3:        The IXCs do their own billable message recording for their 1+
                  IXC transported messages originating from LSP end office. SWBT
                  performs recording for Access purposes only, assembles and
                  edits this data, creates AURs and forwards the AUR records to
                  LSP.

ORIGINATING OPERATOR RECORDINGS - IXC TRANSPORTED MESSAGE DETAIL AND ACCESS
USAGE RECORDS

OPTION #4:        LSP Non-Equal Access End Office - The IXCs do their own
                  billable message recording. SWBT performs local and intraLATA
                  operator services for LSP. SWBT performs recording at the
                  operator switch for all 0+, 0-, Coin Sent Paid, CAMA and
                  International IXC transported messages. SWBT assembles and
                  edits this data, creates AURs and forwards the AUR records to
                  LSP.

OPTION #5:        LSP Equal Access End Office - The IXCs do their own billable
                  message recording. SWBT performs local and intraLATA operator
                  services for LSP. SWBT performs recording at the operator
                  switch for 0- only IXC transported messages. SWBT assembles
                  and edits this data, creates AURs and forwards the AUR records
                  to LSP.

OPTION #6:        LSP Equal or Non-Equal Access End Office - The IXCs do their
                  own billable message recording. LSP chooses to have SWBT
                  purchase source information 
<PAGE>   143
                                                  APPENDIX RECORDING - EXHIBIT I
                                                                     PAGE 2 OF 3

                  from IXC in order to have information required to create
                  Access Usage Records. SWBT assembles and edits this data,
                  creates AURs and forwards the AUR records to LSP.

OPTION #7:        The IXCs do their own billable message recording and forward
                  to SWBT the billable message detail for assembly and editing
                  and rating of these operator service IXC transported messages.
                  SWBT forwards the rated billable message detail to the
                  appropriate billing company, creates an AUR and forwards the
                  AUR records to LSP. This situation occurs when LSP has not
                  signed a rating takeback waiver with the IXC.

800 RECORDINGS - IXC TRANSPORTED MESSAGE DETAIL

OPTION #8:        SWBT performs SSP function for LSP end office and bills query
                  charge to the appropriate IXC. SWBT performs recording for
                  Access purposes only, assembles and edits this data, creates
                  AURs and forwards AUR records to LSP.

OPTION #9:        SWBT performs SSP function for LSP end office. LSP performs
                  billing of query charge to the appropriate IXC. SWBT performs
                  recording at the SSP for Access purposes only, assembles and
                  edits this data, creates AURs and forwards AUR records to LSP.
                  SWBT performs recording at the SCP for query billing purposes
                  only, assembles and edits this data, creates SCP records and
                  forwards SCP records to LSP.

OPTION 10:        SWBT performs SCP function for LSP. SWBT performs recording at
                  the SCP, assembles and edits this data, creates SCP records
                  and forwards SCP records to LSP.

TERMINATING RECORDINGS - IXC TRANSPORTED ACCESS USAGE RECORDS

OPTION 11:        SWBT provides tandem function for LSP. LSP requests SWBT to
                  provide all Feature Group B, Feature Group C and Feature Group
                  D terminating usage recordings including Feature Group B over
                  D and Feature Group C over D. SWBT creates terminating AURs
                  for this data and forwards AUR records to LSP.

OPTION 12:        SWBT provides tandem function for LSP. LSP requests SWBT to
                  provide all Feature Group B terminating usage recordings
                  excluding B over D. SWBT creates terminating AURs for this
                  data and forwards AUR records to LSP.

OPTION 13:        SWBT provides tandem function for LSP. LSP requests SWBT to
                  provide all Feature Group B terminating usage recordings
                  including Feature Group B over D. SWBT creates terminating
                  AURs for this data and forwards AUR records to LSP.

OPTION 14:        SWBT provides tandem function for LSP. LSP requests SWBT to
                  provide all Feature Group D terminating usage recordings
                  including B over D and C over D. 
<PAGE>   144
                                                  APPENDIX RECORDING - EXHIBIT I
                                                                     PAGE 3 OF 3


                  SWBT creates terminating AURs for this data and forwards AUR
                  records to LSP.

OPTION 15:        SWBT provides tandem function for LSP. LSP requests SWBT to
                  provide all Feature Group D terminating usage recordings
                  including B over D. SWBT creates terminating AURs for this
                  data and forwards AUR records to LSP.

MESSAGE PROVISIONING:

OPTION 16:        SWBT will forward all IXC transported message detail records
                  or access usage records to LSP generated internally within
                  SWBT system or received via CMDS from an IXC or another Local
                  Exchange Carrier or LSP. LSP forwards rated IXC transported
                  message detail or access usage detail to SWBT for distribution
                  to the appropriate billing company through SWBT's internal
                  network or using the CMDS network.

                           There is no charge for this option under this
                           Appendix if LSP has also executed, as part of an
                           agreement executed pursuant to this Statement, an
                           Appendix for SWBT to provide "Hosting" services to
                           LSP, of if LSP has executed a separate agreement with
                           SWBT for "Hosting" services to be provided from SWBT
                           to LSP.

<PAGE>   145
                                                 APPENDIX RECORDING - EXHIBIT II
                                                                     PAGE 4 OF 2



                            DRAFT APPENDIX RECORDING

                                   EXHIBIT II
                                   PAGE 1 OF 2
                                     4/09/97

                            SELECTED SERVICE OPTIONS
                                       AND
                               METHOD OF PROVISION

The service options and method of provision selected by LSP under this Appendix
are as indicated on page two, attached, of this Exhibit II. Numerical references
are to service options shown in Exhibit I.
<PAGE>   146
                                                 APPENDIX RECORDING - EXHIBIT II
                                                                     PAGE 5 OF 2


                               APPENDIX RECORDING

                                   EXHIBIT II
                                   PAGE 2 OF 2
                            SELECTED SERVICE OPTIONS
                             AND METHOD OF PROVISION

                                 EFFECTIVE DATE:


                                                                                                               MESSAGE
             1+DDD           OPERATOR HANDLED           800 SERVICE            TERMINATING AUR               PROVISIONING
             OPTIONS             OPTIONS                  OPTIONS                  OPTIONS                    OPTIONS
---------------------------------------------------------------------------------------------------------------------------
                                                                                                  
NPA/NXX    1   2   3        4    5    6    7            8    9    10       11   12   13   14   15                16

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

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

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

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

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

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

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

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

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

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

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

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


   Numerical references are to specific service options listed in Exhibit I.
<PAGE>   147
                                              APPENDIX RECORDING - EXHIBIT III-A
                                                                     PAGE 6 OF 1


                            DRAFT APPENDIX RECORDING

                                  EXHIBIT III-A
                                   PAGE 1 OF 1
                                     4/09/97


           BASIS OF COMPENSATION [RATES TO BE CONSISTENT WITH ORDER.]

                        EFFECTIVE: _____________________

        LSP shall pay SWBT the following amounts for services provided under the
        Recording, Message Processing and Provision of Message Detail Appendix.


        TYPE OF ACTIVITY                                       RATE

                                                            
        A.          Recording
                            Per AUR                            $.0100

        B.          Assembly and Editing
                            Per Message and/or AUR             $.0050

        C.          Rating
                            Per Message                        $.0050

        D.          Message Processing
                            Per Message and/or AUR             $.0050

        E.          Provision of Message Detail
                            Per Record                         $.0030

<PAGE>   148
                                              APPENDIX RECORDING - EXHIBIT III-B
                                                                     PAGE 7 OF 2


                            DRAFT APPENDIX RECORDING

                                  EXHIBIT III-B
                                   PAGE 1 OF 2
                                     4/09/97


                               INVOICE DESIGNATION


   COMPANY NAME:  _______________________________________________________

   EXCHANGE COMPANY I.D. NUMBER (OCN):  _____  _____  _____  _____



   BILLABLE INVOICE INTERVAL:

         Check One:

                           Daily (Full Status RAO Companies will receive
                           billable messages daily.)


                           Bill period (A maximum of five dates may be chosen.)
                           A file is created five workdays from each bill period
                           date, and three additional days should be allowed for
                           distribution. Circle a maximum of five bill period
                           dates:


                    1 3 5 7 9 11 13 15 17 19 21 23 25 27 29


TAPE MAILING ADDRESS: (Full RAO Companies will receive AURs at the same address
as billable message toll.)

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

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

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

  ------------------------------------------------------------------------
<PAGE>   149
                                              APPENDIX RECORDING - EXHIBIT III-B
                                                                     PAGE 8 OF 2


                            DRAFT APPENDIX RECORDING

                                  EXHIBIT III-B
                                   PAGE 2 OF 2
                                     4/09/97


  AUR INVOICE INTERVAL:

         Check One:


                           Daily (Full Status RAO Companies will receive AURs
                           daily.)


                           Bill period (A maximum of five dates may be chosen.)
                           A file is created five workdays from each bill period
                           date, and three additional days should be allowed for
                           distribution. Circle a maximum of five bill period
                           dates:


                    1 3 5 7 9 11 13 15 17 19 21 23 25 27 29


TAPE MAILING ADDRESS: (Full RAO Companies will receive AURs at the same address
as billable message toll.)

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

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

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

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


<PAGE>   150
                                                               APPENDIX WIRELESS
                                                                       PAGE OF 5





                               APPENDIX WIRELESS
<PAGE>   151
                                                               APPENDIX WIRELESS
                                                                    PAGE    OF 5


                               APPENDIX WIRELESS

         This Appendix sets forth the terms and conditions under which the
Parties will distribute revenue from their joint provision of Wireless 
Interconnection Service for traffic originated on a Commercial Mobile Radio 
Service (CMRS) Provider's network and terminating through the Parties' 
respective wireline switching networks within a Local Access and Transport Area 
(LATA). The Parties will be compensated under this Appendix only to the extent 
that they are not compensated for Wireless Interconnection Service under other 
tariffs, settlement agreements, contracts or other mechanism. This Appendix is 
subject to the terms and conditions of applicable tariffs.

I.       DEFINITIONS

        A.  Wireless Interconnection Service - The interchange of traffic
            originated from a Commercial Mobile Radio Service (CMRS) Provider's 
            Mobile Telephone Switching Office (MTSO) through SWBT's or LSP's 
            point of switching for termination on the relevant Party's wireline 
            switching network.

        B.  Commercial Mobile Radio Service (CMRS) Provider - A radio common 
            carrier provider of domestic public cellular telecommunication 
            service, as defined in Part 22, Part 24, or Part 90 of the FCC 
            Rules and Regulations.

        C.  End Office - SWBT or LSP switching system where exchange service 
            customer station loops are terminated for the purpose of 
            interconnection to each other and to the network.

        D.  Local Access and Transport Area ("LATA") - A geographic area 
            marking the boundaries beyond which a Bell Operating Company 
            formerly could not carry telephone calls pursuant to the terms of 
            the Modification of Final Judgment (MFJ), U.S. vs. American Tel. & 
            Tel. Co., 552 F. Supp. 131 (D.D.C. 1983), affirmed sub nom. 
            Maryland v. United States, 460 U.S. 1001 (1983).

        E.  Local Calling Area or Local Calling Scope - That area in which the 
            message telephone exchange service between two or more end offices, 
            without a toll charge, is provided.

        F.  Minutes of Use (MOU) - For the purposes of this Appendix, MOU means 
            the Terminating Traffic as recorded by the Primary Company or MOU 
            provided by the CMRS Provider to the Primary Company where the 
            Primary Company is unable to measure the actual terminating usage.

        G.  Mobile Telephone Switching Office ("MTSO") - A CMRS Provider's 
            switching equipment or terminal used to provide CMRS Provider's 
            switching services or,



         
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          alternatively, any other point of termination designated by the CMRS
          Provider. The MTSO directly connects the CMRS Provider's customers
          within its licensed serving area to the Primary Company's facilities.

     H.   Primary Company - The Party that provides the End Office or Tandem
          Office where the CMRS Provider chooses to connect terminating traffic.
          The Primary Company also bills the CMRS Provider for Wireless
          Interconnection Service.

     I.   Revenues - Those monies the Primary Company bills and collects from
          the CMRS Provider for jointly provided Wireless Interconnection
          Service.

     J.   Secondary Company - The Party that receives Terminating Traffic from
          the Primary Company.

     K.   Tandem Office - a Party's switching system that provides an
          intermediate switching point for traffic between end offices or the
          network.

     L.   Terminating Traffic - That traffic which is delivered by a CMRS
          Provider to the Primary Company for termination at a point on the
          intraLATA wireline switching network.

II.  ADMINISTRATION OF REVENUE DISTRIBUTION

     A.   The Primary Company will compute, bill, collect and distribute the
          revenue for jointly provided Wireless Interconnection Service for
          calls terminating within a LATA. On jointly provided Wireless
          Interconnection Service, the Primary Company will distribute a portion
          of the Local Transport (LT) Revenues as described below with the
          Secondary Company for its part in terminating traffic from the CMRS
          Provider. The Primary Company will distribute applicable Local
          Switching (LS) and Carrier Common Line (CCL) charges which are
          collected from the CMRS Provider to the Secondary Company, as
          described below.

     B.   Distribution of revenues will be computed using the rate elements as
          defined in SWBT's applicable Wireless Interconnection Tariff.

     C.   For terminating traffic, actual monthly wireless MOU will be measured
          by the Primary Company for each office in the LATA or provided to the
          Primary Company by the CMRS Provider in those cases where the Primary
          Company is unable to measure the actual terminating usage.

     D.   Each month, the amount of CCL and LS revenue (based on the rates in
          the Primary Company's applicable tariffs) due the Secondary Company
          from the Primary Company will be determined by totaling the actual
          terminating MOU associated with each of the Secondary Company's end
          offices and multiplying those MOU by the appropriate rates as set out
          above. The LT revenues due to the
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          Secondary Company will be determined for each Secondary Company end
          office by multiplying the billed MOU by the appropriate LT rate
          multiplied by the applicable end office percentage ownership of
          facilities listed in Exhibit A to this Appendix.

     E.   The Primary Company will prepare a revenue and usage statement on a
          monthly basis. Within 90 calendar days after the end of each billing
          period, except in cases of disputes, the Primary Company will remit
          the compensation amount due the Secondary Company. When more than one
          compensation amount is due, they may be combined into a single
          payment. No distribution will be made for the revenue the Primary
          Company is unable to collect.

     F.   The revenue and usage statement will contain the following
          information:

          1.   The number of MOU for each of the Secondary Company's end
               offices, the corresponding rate elements to be applied to the MOU
               for each end office, and the resulting revenues;

          2.   The total of the MOU and revenues for the Secondary Company;

          3.   The percent ownership factor used to calculate the distribution
               of Local Transport revenues; and,

          4.   Adjustments for uncollectibles.

     G.   The Parties agree that revenue distribution under this Appendix will
          apply as of the effective date of this Agreement. The Primary Company
          will start revenue distribution on usage within 60 calendar days from
          the date this Appendix is effective.

III. TERMINATION PROVISIONS

     A.   This Appendix shall remain in effect until terminated by either Party
          upon a minimum of 30 calendar days' written notice by such Party to
          the designated representative of the other.

     B.   This Appendix may be terminated by an order of an appropriate
          regulatory commission or a court of competent jurisdiction.

IV.  MISCELLANEOUS PROVISIONS

     A.   Exhibit A to this Appendix is attached and incorporated into this
          Appendix by reference. From time to time, by written agreement of both
          parties, new Exhibits may be substituted for the attached Exhibit A,
          superseding and canceling the Exhibit A previously in effect.
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     B.   Each party will promptly upon request, furnish to the other such 
          information as may be required to perform under this Appendix.

V.   NOTICE

     In the event any notices are required under the terms of this Appendix, 
     they shall be sent by registered mail, return receipt requested to:

     if to SWBT _____________________________________

     if to LSP  _____________________________________
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                         EXHIBIT A TO APPENDIX WIRELESS

           END OFFICE PERCENT OWNERSHIP OF LOCAL TRANSPORT FACILITIES


CLLI CODE               NPA-NXX              % OWNERSHIP OF TRANSPORT FACILITIES