Sample Business Contracts


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


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                            RESALE AGREEMENT BETWEEN
                       SOUTHWESTERN BELL TELEPHONE COMPANY
                       AND BIRCH TELECOM OF MISSOURI, INC.


   
         This Agreement is between Southwestern Bell Telephone Company ("SWBT"),
a Missouri corporation, and Birch Telecom of Missouri, Inc. ("LSP")
(collectively, "the Parties" and singly, "Party") entered into this 21st day
of August, 1997.
    

         WHEREAS, pursuant to the Telecommunications Act of 1996 (the "Act"),
the Parties wish to establish terms for the purchase by LSP of certain SWBT
retail telecommunications services and certain other services for resale by LSP
to its local exchange end users in the State of Missouri. Therefore, the Parties
hereby agree as follows:

I.       DESCRIPTION AND CHARGES FOR SERVICES

         A.       Attached hereto as Exhibit A is a list of Telecommunications
                  Services currently available for resale at the wholesale
                  discount rate of thirteen and two-tenthS percent (13.2%) off
                  the retail rate for each service. Except as otherwise
                  expressed herein and consistent with SWBT's obligation
                  under Section 251(c)(4)(A) of the Act, LSP may resell other
                  Telecommunications Services offered by SWBT and not listed in
                  Exhibit A at the same discount. Exhibit B contains a list of
                  other services available for resale at the discount included
                  in the exhibit. In addition to the services listed in Exhibit
                  A and Exhibit B, LSP may resell custom service arrangements
                  (CSAs) /Individual Case Basis (ICB) offerings without discount
                  to the extent such service is a telecommunications service as
                  defined by the Act.

         B.       SWBT will make available to LSP for resale SWBT's Bill Plus
                  and Consolidated Billing service at a discount of five percent
                  (5%) off of SWBT's tariffed rate for each service (or in the
                  event either of these services is not tariffed, at the lowest
                  rate charged to any other local service provider or SWBT
                  subscriber.

         C.       SWBT shall make available for resale by LSP the following SWBT
                  services at SWBT's tariffed rate for each service (or in the
                  event a service is not tariffed, at the rate SWBT charges its
                  subscribers, except as otherwise provided herein):

                  -  Construction Charges

                  -  Distance Learning

                  -  Connections with Terminal Equipment and Communication
                      Systems

                  -  Maintenance of Service Charges

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                  -  Suspension Services

                  -  Telecommunications Service Priority Systems

                  -  Access Services

                  -  Cellular Mobile Telephone Interconnection Services

                  -  Exchange Connection Services

                  -  Shared Tenant Service

         D.       Suspension of Service discounts apply to the discounted rate
                  for the underlying service. When LSP resells Shared Tenant
                  Service, LSP will receive the discount associated with the
                  underlying service used in the shared tenant arrangement.

         E.       SWBT shall be under no obligation to offer the following for
                  resale:

                  -  BDS/LAN

                  -  Customer Provided Equipment

                  -  Customized Billing Reports

                  -  InLine(R) Products

                  -  Inside Wiring

                  -  Semi-Public Telephone Booths and Enclosures

                  -  911 Universal Emergency Number Equipment

         F.       Educational and Lifeline/Linkup services will be wholesale
                  priced at zero discount.

         G.       Grandfathered services are also available for resale at the
                  applicable wholesale discount to the same customers at the
                  same location to which SWBT offers the service.

         H.       Telecommunications Services will be resold to LSP on terms and
                  conditions that are reasonable and nondiscriminatory.

         I.       Unless otherwise provided in this Agreement, SWBT will perform
                  all of its obligations hereunder throughout the entire service
                  area where SWBT is the incumbent local exchange carrier. SWBT
                  will provide the services covered by this Attachment subject
                  to the availability of facilities in this state on a
                  nondiscriminatory basis with its other customers.

         J.       LSP may offer to resell Customer Initiated Suspension and
                  Restoral Service to their end users as outlined in the
                  corresponding retail tariff. SWBT will offer to LSP Company
                  Initiated Suspension Service for their own purposes at the
                  SWBT retail tariffed rate. Should LSP choose to suspend their
                  end user through Company Initiated Suspension Service, this
                  suspension period shall not exceed fifteen (15) calendar days.
                  If LSP 


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                  issues a disconnect on their end user account within the
                  fifteen (15) day period, appropriate services will not be
                  billed for the suspension period. However, should LSP issue a
                  disconnect after the fifteen (15) day suspension period, LSP
                  will be responsible for all appropriate charges on the account
                  back to the suspension date. Should LSP restore their end
                  user, restoral charges at the SWBT retail tariffed rate will
                  apply and LSP will be billed for the appropriate service from
                  the time of suspension.

II.      TERMS AND CONDITIONS FOR RESALE OF SERVICES

                  The following terms and conditions are applicable to all
                  services purchased under this Agreement.

         A.       Permitted Use of Resold Services by LSP and Its End Users

                  1.       For services included in this Agreement, which are
                           offered through tariffs by SWBT to its end users, the
                           rules and regulations associated with the applicable
                           State General Exchange Tariff, Local Exchange Service
                           Tariff, and the other tariffs for the resold service
                           (such tariffs collectively referred to herein as
                           "corresponding tariffs") apply except as otherwise
                           provided herein.

                  2.       LSP shall only sell Plexar(R) services to a single
                           end user.

                  3.       Except where otherwise explicitly provided in the
                           corresponding tariffs or where SWBT permits sharing
                           or aggregation by its customers, LSP shall not permit
                           the sharing of a service or services by multiple end
                           users or the aggregation of traffic from multiple end
                           users onto a single service.

                  4.       LSP shall only resell services purchased under this
                           Agreement to the same class of end users to whom SWBT
                           sells such services (e.g., residence service shall
                           not be resold to business end users). LSP may only
                           resell Lifeline Assistance, Link-Up, and other like
                           services to similarly situated customers who are
                           eligible for such services. Further, to the extent
                           LSP resells services that require certification on
                           the part of the buyer, LSP will ensure that the buyer
                           has received proper certification and complies with
                           all rules and regulations as established by the
                           Commission.

                  5.       SWBT promotions of ninety (90) days or less shall not
                           be available to LSP for resale. For purposes of this
                           section, the duration of the promotion is the length
                           of the offering period during which the promotion may
                           be offered to the public, and the realization period

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                           during which any and all benefits from the promotion
                           must be realized or captured by the subscriber; the
                           subscriber must begin receiving the benefit during
                           the offering period.

                           a)       When SWBT offers a promotion on a
                                    Telecommunications Service available for
                                    resale for longer than ninety (90) days,
                                    SWBT shall provide LSP with notice of the
                                    promotion, pursuant to Article XXIII. The
                                    applicable discount rate for such
                                    Telecommunications Service shall be applied
                                    to the promotional rate.

                           b)       Nothing in this Agreement shall require SWBT
                                    to provide to LSP promotional service
                                    elements that are not Telecommunications
                                    Services such as CPE and Inside Wire
                                    Maintenance Plans.

                  6.       LSP shall not use a resold service to avoid the
                           rates, terms, and conditions of SWBT's corresponding
                           tariffs.

                  7.       LSP shall not use resold local exchange telephone
                           service to provide access or interconnection services
                           to itself, interexchange carriers (IXCs), wireless
                           carriers, competitive access providers (CAPs), or
                           other telecommunications providers. Provided,
                           however, that LSP may permit its end users to use
                           resold local exchange telephone service to access
                           IXCs, wireless carriers, CAPs, or other retail
                           telecommunications providers.

                  8.       If LSP is in violation of a provision of this
                           Agreement, SWBT shall notify LSP of the violation in
                           writing of the specific provision being violated. At
                           such time, LSP shall have thirty (30) days to correct
                           the violation and notify SWBT in writing that the
                           violation has been corrected. SWBT shall then bill
                           LSP for the charges which should have been collected
                           by SWBT, except that where the violation (i) results
                           from LSP's failure to exercise reasonable diligence
                           in overseeing the use of the resold services by its
                           customers; or (ii) was discoverable by the exercise
                           of reasonable diligence by LSP; or (iii) is a result
                           of intentional conduct by LSP, SWBT may at its option
                           collect from LSP the actual revenues collected by LSP
                           from its end users for the stated violation. If LSP
                           disputes the violation, it shall notify SWBT in
                           writing within fourteen (14) days of receipt of
                           notice from SWBT. Disputes shall be resolved as
                           outlined in the Dispute Resolution section of the
                           Agreement.


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                  9.       SWBT will apply any Commission mandated end-user
                           charges including an End User Common Line (EUCL)
                           charge to each local exchange line resold under this
                           agreement. All federal rules and regulations
                           associated with EUCL charges, as found in Tariff FCC
                           73, also apply to such EUCL charges.

                  10.      To the extent allowable by law, LSP shall be
                           responsible for Primary Interexchange Carrier (PIC)
                           change charges associated with such local exchange
                           line. LSP shall pay for PIC changes at the tariffed
                           rate.

                  11.      SWBT is not required to make services available for
                           resale at wholesale rates to LSP for its own use.
                           SWBT, however, shall allow LSP to purchase SWBT's
                           Telecommunications Services and other services
                           available for resale as outlined in the exhibits to
                           this Agreement, as long as said services are not
                           resold exclusively or predominately to LSP, its
                           subsidiaries, or affiliates for their internal or
                           administrative use.

         B.       Use of SWBT Trademarks

                  Except where otherwise required by law, LSP shall not, without
                  SWBT's written authorization, offer the services covered by
                  this Agreement using the trademarks, service marks, trade
                  names, brand names, logos, insignia, symbols, or decorative
                  designs of SWBT or its affiliates. Nor shall LSP state or
                  imply that there is any joint business association or similar
                  arrangement with SWBT in the provision of telecommunications
                  services to LSP's own end users. LSP may brand services
                  included in this Agreement with its own brand name, but SWBT
                  shall not be responsible for providing such branding, except
                  as specifically provided in this Agreement or as LSP may
                  purchase branding service(s) pursuant to this Agreement or
                  otherwise.

         C.       Network and Service Order Conditions

                  1.       SWBT shall provide the services covered by this
                           Agreement subject to availability of existing
                           facilities and on a nondiscriminatory basis with its
                           other customers. LSP shall resell the services
                           provided herein only in those service areas in which
                           such resale services or any feature or capability
                           thereof are offered at retail by SWBT as the
                           incumbent local exchange carrier to its end users.

                  2.       When LSP converts an end user currently receiving
                           noncomplex


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                           service from the SWBT network, without any changes to
                           SWBT's network, LSP will be charged a per order
                           (i.e., per billable telephone number) conversion
                           charge of twenty-five dollars ($25.00) in Missouri.
                           Conversion orders processed and completed
                           electronically will be charged five dollars ($5.00)
                           per order until a final rate is established by the
                           Commission, at which time the rate established by the
                           Commission shall be the rate. Complex orders will be
                           charged at a rate of one hundred twenty-five dollars
                           ($125.00). Complex services generally are those
                           services which have order specific or service
                           specific engineering requirements, or new services
                           that use a different platform than current
                           technology. Custom Services conversions (e.g., Plexar
                           Custom) will be handled on a Customer Specific
                           Proposal basis.

                           A request for conversion shall be handled
                           simultaneously by SWBT as a "disconnect" from SWBT or
                           another resale local service provider and an
                           "initiate" service for LSP. The charge set forth
                           herein shall apply.

                           When LSP converts an end user and adds or changes are
                           made to the network, the respective conversion charge
                           will apply, as well as any normal service order
                           charges associated with said changes. All
                           nonrecurring service connection charges, excluding
                           the conversion charge mentioned above, will be
                           charged at a discount for those services listed in
                           Exhibits A and B.

                  3.       Except as provided in Sections (c)(1), (2) above, for
                           the purposes of ordering new service under this
                           Agreement, each request for service shall be handled
                           as a separate and initial request for service per
                           billable telephone number. The additional line rate
                           for Service Order Charges shall apply only to those
                           requests for additional residential service at the
                           end user's same location where a residential line is
                           currently provided on SWBT's network, regardless of
                           the nonfacilities based local service provider of
                           record.

                  4.       Except as provided in section A of Article IV, for
                           purposes of this section, service orders for LSPs
                           shall be handled in the same fashion as SWBT requires
                           for its end users.

                  5.       SWBT will make available such customer proprietary
                           network information ("CPNI") and all other SWBT
                           customer information as is currently available in the
                           2733 Report except for retail rates associated with
                           the customer's services.

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III.     ADDITIONAL SERVICES

         A.       911/E911

                  1.       Access to the 911 or E911 service, available to SWBT
                           end users in the area(s) served by LSP, shall be made
                           available to LSP's end users. Where no 911 is
                           available, LSP end users will receive the same
                           emergency dialing services available to SWBT end
                           users.

                  2.       LSP shall be responsible for collecting and remitting
                           all applicable 911 surcharges on a per line basis to
                           the Public Safety Answering Point (PSAP).

                  3.       When requested by SWBT, LSP shall timely provide
                           accurate and complete information on each of LSP's
                           end users as needed for the provisioning of 911
                           service to LSPs end users. Such information shall be
                           in a format determined by SWBT.

         B.       Dialing Parity

                  1.       Local Dialing Parity

                           SWBT agrees that local dialing parity shall be
                           available to LSP. For all call types associated with
                           the Resale services provided to LSP by SWBT under
                           this Agreement: (i) an LSP Customer will not be
                           required to dial any greater number of digits than a
                           similarly situated SWBT customer; (ii) the post-dial
                           delay (time elapsed between the last digit dialed and
                           the first network response), call completion rate and
                           transmission quality received by an LSP Customer will
                           be at least equal in quality to that received by a
                           similarly situated SWBT customers; and (iii) the LSP
                           Customer may retain its local telephone number if the
                           customer remains within the same wire center;
                           provided that (a) the customer is a retail customer
                           of SWBT, or (b) served by a SWBT resold line, or (c)
                           if the customer was previously served by another
                           facilities based carrier, provided that SWBT has the
                           right to have the number ported from the facilities
                           based carrier and LSP agrees to pay any charges
                           associated with porting such number, and (d) the
                           customer is neither under suspension for non-pay nor
                           disconnected prior to the conversion by LSP. End
                           users of SWBT and end users of LSP shall have the
                           same exchange boundaries; and such end users shall be
                           able to dial the same number of digits when making a
                           "local" call, and activating feature functionality.
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                  2.       IntraLATA Toll Dialing Parity

                           SWBT agrees to make intraLATA toll dialing parity
                           available in accordance with Section 251(b)(3) of the
                           Telecommunications Act of 1996.

         C.       White Page Directories: Listings, Distribution and Information
                  Page

                  1.       At LSP's request, SWBT shall provide
                           nondiscriminatory access to White Pages directory
                           listing and distribution services under the terms and
                           conditions described herein:

                           a)       SWBT shall provide, at no additional charge,
                                    a straight line listing in the appropriate
                                    SWBT white pages for each of LSP's local
                                    exchange service end users. Subscriber
                                    listings are to be interfiled (interspersed)
                                    with SWBT's and other LSP's subscriber
                                    listings in the White Pages directory with
                                    no discernible differentiation in the
                                    listings to indicate to the reader that the
                                    listings are served by another LSP.
                                    Subscriber listing information shall,
                                    however, remain the property of SWBT but
                                    nothing herein contained shall in any manner
                                    restrict or limit LSP's authority and right
                                    to exercise complete dominion over its
                                    subscriber lists and subscriber information
                                    in its own databases. SWBT will provide
                                    subscriber list information that includes
                                    LSP customers to third parties on the same
                                    terms and conditions and at the same rates
                                    that SWBT provides its own subscriber list
                                    information to third parties. Provision of
                                    subscriber list information to third parties
                                    will be solely at SWBT's discretion.

                           b)       Additional Listing Services (e.g., foreign
                                    and signature listings) can be purchased by
                                    LSP for its end users on a per listing
                                    basis. LSP shall pay SWBT for all such
                                    listings provided to LSP's end users. The
                                    discounts applicable to Listing Services are
                                    contained in Exhibits A and B to this
                                    Agreement.

                           c)       LSP end users shall be entitled to one
                                    directory per basic residential or business
                                    line provided by SWBT pursuant to this
                                    Agreement.

                           d)       SWBT, or its agents shall deliver a White
                                    Pages Directory 

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                                    to LSP end user's premises at the same time
                                    that such directories are delivered to SWBT
                                    end users. If an LSP's end user already has
                                    a current SWBT directory, SWBT shall not be
                                    required to deliver a new directory to that
                                    end user until the new directories are
                                    published for that end user's location.

                           e)       LSP hereby releases SWBT from any and all
                                    liability for damages due to errors or
                                    omissions in LSP's subscriber listing
                                    information as it appears in the White Pages
                                    directory, including, but not limited to,
                                    special, indirect, consequential, punitive,
                                    or incidental damages except where SWBT has
                                    engaged in willful misconduct or gross
                                    negligence. To the extent LSP reimburses its
                                    end user subscriber any listing charge due
                                    to errors or omissions caused directly by
                                    SWBT, SWBT shall reimburse LSP any
                                    associated wholesale rate.

                           f)       LSP shall indemnify, protect, save harmless
                                    and defend SWBT (or SWBT's officers,
                                    employees, agents, assigns, and
                                    representatives) from and against any and
                                    all losses, liability, damages, and expense
                                    arising out of any demand, claim, suit, or
                                    judgment by a third party in any way related
                                    to any error or omission in LSP's subscriber
                                    listing information as it appears in the
                                    White Pages directory, including any error
                                    or omission related to nonpublished or
                                    nonlisted subscriber listing information;
                                    provided, however, LSP shall not be required
                                    to indemnify SWBT where SWBT has engaged in
                                    gross negligence or willful misconduct. LSP
                                    shall so indemnify regardless of whether the
                                    demand, claim, or suit by the third party is
                                    brought jointly against LSP and SWBT, and/or
                                    against SWBT alone.

                  2.       Information Page

                           a)       At LSP's request, SWBT shall include in the
                                    "Informational Page" section of SWBT's White
                                    Pages directory, for those geographical
                                    areas in which LSP provides local exchange
                                    services, LSP's customer contact information
                                    regarding emergency services, billing and
                                    service information, repair services and
                                    other pertinent information similar to that
                                    provided by SWBT in its "Informational
                                    Pages." Such information shall be included

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                                    on the same page with other LSP information.

                           b)       At LSP's option, LSP shall be provided a
                                    single "Informational Page" (one side of one
                                    page) in the informational section of the
                                    White Pages directory covering a geographic
                                    area where an LSP provides local exchange
                                    service. This page shall be no different in
                                    style, size, color and format than SWBT
                                    "Informational Pages." Sixty (60) days prior
                                    to the directory close date, LSP shall
                                    provide to SWBT the "Informational Page" in
                                    the form of camera-ready copy. The charges
                                    associated with this service vary from
                                    geographic market to market, and are charged
                                    outside this Agreement. LSP may purchase
                                    additional pages at the prevailing rates.

         D.       Directory Assistance (DA)

                  SWBT shall provide access to DA to LSP's end users. LSP shall
                  pay the charges associated with the use of such services by
                  LSP's end users. The discounts applicable to such services are
                  contained in Exhibits A and B, which is attached hereto and
                  made a part hereof.

         E.       Operator Services (OS)

                  1.       SWBT shall provide access to Operator Services to
                           LSP's end users. LSP shall pay the charges associated
                           with the use of such services by LSP's end users. The
                           discounts applicable to such services are contained
                           in Exhibits A and B, which is attached hereto and
                           incorporated by reference.

                  2.       SWBT shall provide Line Status Verification and Busy
                           Line Interrupt on calls made on SWBT's network to LSP
                           end users. LSP shall pay SWBT associated charges when
                           its end users request such services, with discounts
                           to apply as listed in Exhibits A and B.

IV.      RESPONSIBILITIES OF SWBT

         A.       SWBT shall allow LSP to place service orders and receive phone
                  number assignments (for new lines). These activities shall be
                  accomplished by telephone call or facsimile until electronic
                  interface capability has been established. SWBT, with input
                  from LSP, shall provide interface specifications for
                  electronic access for these functions to LSP once such
                  electronic interfaces become technically feasible and are in
                  place. 


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                  However, LSP shall be responsible for modifying and connecting
                  any of its systems with SWBT provided interfaces when such
                  interfaces become available, as outlined in Appendix OSS, if
                  and when LSP elects to use such interfaces.

         B.       SWBT shall implement LSP service orders within the same time
                  intervals SWBT uses to implement service orders for similar
                  services for its own end users.

         C.       LSP will have the ability to report trouble for its end users
                  to appropriate SWBT trouble reporting centers twenty-four (24)
                  hours a day, seven (7) days a week. LSP will be assigned a
                  customer contact center when initial service agreements are
                  made. LSP end users calling SWBT may be referred to LSP at the
                  number provided by LSP. In the case of such misdirected calls,
                  the provisions of Article IX, section A(2) shall apply.

                  Methods and procedures for ordering and trouble reporting are
                  outlined in the Handbook for Non-Switched Based Providers
                  dated 11/15/95, as amended by SWBT from time to time, except
                  that no such amendment may change any procedure set forth in
                  this Agreement without the written consent of LSP. Both
                  parties agree to abide by the procedures contained therein.

         D.       SWBT will respond to LSP's trouble reports and repair troubles
                  with processes and in time frames in which SWBT performs such
                  activities for its own end user customers. Subject to Article
                  XXII, upon LSP's request, SWBT will extend to LSP any
                  performance guarantees or specialized trouble handling on
                  repair procedures extended to any other local service provider
                  reseller to the extent such procedures are more favorable than
                  those provided to LSP under this Agreement on the same terms
                  and conditions that any of those services is offered to such
                  other local service provider.

         E.       On no less than sixty (60) days advance written notice, LSP
                  may request SWBT to make available to LSP on a daily basis in
                  a standard electronic format usage sensitive records SWBT will
                  bill to LSP arising out of the use of resold lines so that LSP
                  can bill its customers in a timely manner in order to maximize
                  LSP's collection. LSP agrees to pay SWBT three tenths of a
                  cent ($.003) per message for this service, plus other charges
                  outlined in Appendix OSS.

V.       ADDITIONAL RESPONSIBILITIES OF THE PARTIES

         Cooperation on Fraud
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                                                                   Page 12 of 33

         SWBT shall not be liable to LSP for any fraudulent usage on LSP's end
         users' accounts except where LSP has ordered toll or 900 blocking and
         SWBT has failed to properly install or maintain the service. SWBT shall
         not be considered to have properly installed or maintained the service
         if notwithstanding the toll or 900 block, an end user successfully
         completes toll or 900 calls designed to be blocked by the service,
         provided however, where SWBT has failed to install or maintain toll or
         900 blocking and fraudulent usage occurs, LSP shall make all reasonable
         efforts to collect from its end user for such usage. SWBT shall not be
         responsible to the extent of LSP's successful collection efforts.

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

         At a minimum, such cooperation shall include providing to the other
         Party, upon request, information concerning end users who terminate
         services to that Party without paying all outstanding charges, when
         such end user seeks service from the other Party, except that neither
         party shall be required to divulge any information that would result in
         additional reporting, compliance, or any other legal obligations for
         that Party. The Party seeking such information is responsible for
         securing the end user's permission to obtain such information.

VI.      CHANGES IN SUBSCRIBER CARRIER SELECTIONS

         A.       Prior to submitting an order under this Agreement, LSP shall
                  obtain end user authorization as required by applicable state
                  or federal laws and regulations, and assumes responsibility
                  for applicable charges as specified in Section 258(b) of the
                  Telecommunications Act of 1996. SWBT shall abide by the same
                  applicable laws and regulations.

         B.       Only an end user can initiate a challenge to a change in its
                  local exchange service provider. If an end user notifies SWBT
                  or LSP that the end user requests local exchange service, the
                  Party receiving such request shall be free to immediately
                  provide service to such end user. SWBT shall be free to
                  connect the end user to any local service provider based upon
                  the local service provider's request and local service
                  provider's assurance that proper end user authorization has
                  been obtained. LSP shall make authorization available to SWBT
                  upon request and at no charge.

         C.       When an end user changes or withdraws authorization, each
                  Party shall release customer-specific facilities in accordance
                  with the end user customer's direction or the direction of the
                  end user's authorized agent. 


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                                                                   Page 13 of 33

                  Further, when an end user abandons the premise, SWBT is free
                  to reclaim the facilities for use by another customer and is
                  free to issue service orders required to reclaim such
                  facilities.

         D.       Neither Party shall be obligated by this Agreement to
                  investigate any allegations of unauthorized changes in local
                  exchange service (slamming) on behalf of the other Party or a
                  third party. If either Party, on behalf of the other, agrees
                  to investigate an alleged incidence of slamming, the
                  investigating Party shall charge the other Party a fifty
                  dollar ($50) investigation fee.

         E.       When SWBT receives an order from LSP for services under this
                  Agreement and SWBT is currently providing the same services to
                  another local service provider for the same end user, SWBT
                  shall notify the end user's local service provider of record
                  of such order coincident with processing the order. It shall
                  then be the responsibility of the local service provider of
                  record and LSP to resolve any issues related to the end user.
                  This paragraph shall not apply to new additional lines and
                  services purchased by an end user from multiple LSPs or from
                  SWBT.

         F.       On no less than sixty (60) days notice, LSP may request the
                  Local Disconnect Report. SWBT agrees to furnish to LSP the
                  Billing Telephone Number (BTN), Working Telephone Number
                  (WTN), and terminal number of all end users who have
                  disconnected LSP's service. LSP understands and agrees that
                  the CARE interface will be used to provide such information
                  and such information will only be available via the CARE
                  electronic data transmission. Information will be provided on
                  a per-WTN basis to be priced on a per-WTN basis. SWBT will
                  provide LSP no less than thirty (30) days notice prior to any
                  change of the per-WTN charge. SWBT grants to LSP a
                  non-exclusive right to use the information provided by SWBT.
                  LSP will not permit anyone but its duly authorized employees
                  or agents to inspect or use this information. LSP agrees to
                  pay SWBT ten cents ($0.10) per-WTN and any applicable
                  transmission charges for the Local Disconnect Report.

         G.       The LSP agrees to hold harmless and indemnify SWBT against any
                  and all liability and claims, including reasonable attorney's
                  fees, that may result from SWBT acting under this Article,
                  except where SWBT has engaged in willful misconduct or gross
                  negligence.

         H.       Nothing herein shall be interpreted to apply to conversion of
                  LSP end users pursuant to Article XII. (Termination of Service
                  to LSP).

VII.     ADDITIONAL RESPONSIBILITIES OF LSP


<PAGE>   14

                                                                   Page 14 of 33

         A.       Payment of Rates and Charges

                  1.       LSP is solely responsible for the payment of charges
                           for all services furnished under this Agreement
                           including, but not limited to, calls originated or
                           accepted at LSP's location and its end users' service
                           locations, except (x) charges for any retail services
                           provided directly by SWBT to the end user which SWBT
                           shall be responsible for billing; and (y) toll or 900
                           charges where LSP has ordered toll or 900 blocking
                           service designed to prevent such calls being
                           completed by the end user and SWBT has failed to
                           properly install or maintain the toll or 900 blocking
                           service. SWBT shall not be considered to have
                           properly installed or maintained the toll or 900
                           blocking service if notwithstanding the toll or 900
                           blocking service, an end user successfully completes
                           toll calls designed to be blocked by the service,
                           provided however, where SWBT has failed to install or
                           maintain toll or 900 blocking service and fraudulent
                           usage occurs, LSP shall make all reasonable efforts
                           to collect from its end user for such usage. LSP
                           shall be responsible to pay SWBT the appropriate
                           charges to the extent of LSP's successful collection
                           efforts.

                           Interexchange carried traffic (e.g., sent-paid,
                           information services and alternate operator services
                           messages) received by SWBT for billing to resold
                           end-user accounts will be returned as unbillable and
                           will not be passed on to LSP for billing. An
                           unbillable code returned with those messages to the
                           carrier will indicate that the messages originated
                           from a resold account, will not be billed by SWBT,
                           and give LSP's OCN, if any.

                  2.       SWBT shall not be responsible for the manner in which
                           the use of resold service, or the associated charges
                           are allocated to others by LSP. All applicable rates
                           and charges for such services will be billed to and
                           shall be the responsibility of LSP, with the
                           exception of retail services provided directly to the
                           end user by SWBT as described in paragraph 1 above.

                  3.       Compensation for all services shall be paid by LSP
                           regardless of LSP's ability or inability to collect
                           charges from its end user for such service. SWBT will
                           provide LSP with timely and accurate bills.

                  4.       If LSP does not wish to be responsible for collect,
                           third number billed, toll, and information services
                           (e.g., 900) calls, it must order 


<PAGE>   15

                                                                   Page 15 of 33

                           the appropriate blocking for the affected resold
                           line(s) under this Agreement and pay any applicable
                           charges. LSP acknowledges that blocking is not
                           available for certain types of calls, including 800
                           numbers.

         B.       Interfaces with SWBT

                  To the extent LSP elects to use them, LSP shall be responsible
                  for modifying and connecting any of its systems with
                  SWBT-provided interfaces as described in this Agreement.

         C.       Repair Contact Arrangements

                  LSP shall be responsible for providing to its end users and to
                  SWBT a telephone number or numbers that LSP's end users can
                  use to contact LSP in the event of service or repair requests.
                  In the event that LSP's end users contact SWBT with regard to
                  such requests, SWBT shall inform the end user that they should
                  call LSP and may provide LSP contact number. The provisions of
                  Article IX, section A(2) shall apply in the case of such
                  misdirected calls.

         D.       LSP Operating Company Number (OCN)

                  For the purposes of establishing service and providing
                  efficient and consolidated billing to the LSP, the LSP is
                  required to provide SWBT its authorized and nationally
                  recognized OCN.

         E.       Special Service Arrangements

                  For special service arrangements for LSP not covered under
                  this Agreement, special charges shall apply as provided in the
                  applicable corresponding tariffs.

         F.       Development of Branding and Customized Routing for Directory
                  Assistance and Operator Services

                  1.       If LSP uses SWBT operator and/or directory assistance
                           service(s), LSP will:

                           a)       provide its brand at the beginning of each
                                    telephone call and before the consumer
                                    incurs any charge for the call; and

                           b)       disclose immediately to the consumer, upon
                                    request a quote of its rates or charges for
                                    the call.


<PAGE>   16

                                                                   Page 16 of 33

                           c)       Where SWBT provides LSPs OS and DA services
                                    via the same trunk, both the OS and DA calls
                                    will be branded with the same brand. Since
                                    SWBT's DA and OS utilize the same trunk
                                    group, LSP will receive the same brand for
                                    both DA/OS. Such branding will be provided
                                    pursuant to section 2 below.

                  2.       If LSP uses SWBT operator and/or directory assistance
                           service(s), SWBT will brand DA/OS in LSP's name based
                           upon the criteria outlined below:

                           a)       LSP will provide SWBT with written
                                    specification of its company name to be used
                                    in creating LSP specific branding messages
                                    for its DA/OS calls.

                           b)       An initial nonrecurring charge applies per
                                    load for the establishment of Call Branding
                                    as well as a charge per subsequent load to
                                    change the brand. In addition, a per call
                                    charge applies for every DA/OS call handled
                                    by SWBT on behalf of LSP when such services
                                    are provided in conjunction with resale
                                    services. Prices for Call Branding are as
                                    outlined in Exhibit C, attached hereto and
                                    incorporated herein.

                  3.       RATES/REFERENCE INFORMATION - SWBT will provide LSP
                           DA/OS Rates/Reference Information based upon the
                           criteria outlined below:

                           a)       LSP will furnish DA/OS Rates/ Reference
                                    Information in a mutually agreed to format
                                    or media thirty (30) days in advance of the
                                    date when the DA/OS services are to be
                                    undertaken.

                           b)       LSP will inform SWBT, in writing, of any
                                    changes to be made to such Rates/Reference
                                    Information ten (10) working days prior to
                                    the effective Rates/Reference change date.
                                    LSP acknowledges that it is responsible to
                                    provide SWBT updated Rates/Reference
                                    Information in advance of when the
                                    Rates/Reference Information is to become
                                    effective.

                           c)       In all cases when a SWBT operator receives a
                                    rate request from a LSP end user, SWBT will
                                    quote the applicable DA/OS rates as provided
                                    by LSP.

                           d)       An initial nonrecurring charge will apply
                                    for loading of LSP's DA/OS Rates/Reference
                                    Information as well as a charge for each
                                    subsequent change to either the LSP's DA/OS
                                    services Rates/ Reference Information as
                                    outlined in Exhibit C, attached hereto and
                                    incorporated herein.
<PAGE>   17

                                                                   Page 17 of 33

                  4.       CUSTOMIZED ROUTING - SWBT shall also offer LSP the
                           opportunity to customize route DA/OS where
                           technically feasible. LSP agrees to pay SWBT
                           appropriate charges associated with customized
                           routing on an ICB basis.

VIII.    NONEXCLUSIVITY

         This Agreement is nonexclusive. LSP acknowledges that SWBT will be
         providing the same or similar services to other local services
         providers in accordance with negotiated agreements which will be filed
         with the Commission. LSP also acknowledges that SWBT may, upon end user
         request, provide any and all of the services provided to LSP under this
         Agreement directly to the end users. SWBT acknowledges that LSP may
         obtain the same or similar services from other local exchange
         companies.

IX.      SUPPORT SYSTEMS SERVICES

         A.       Support Systems Services

                  1.       Transfer of Service Announcements (Intercept)

                  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. SWBT shall provide an intercept referral on
                  behalf of LSP to their end user as indicated on the
                  appropriate service order.

                  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. LSP may order Special Intercept Referral
                  Service if a longer period is desired for the intercept.

                  Basic Intercept Referral Announcements for a single line
                  business end users and the primary listed telephone number for
                  Direct Inward Dial (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. LSP may order
                  Special Intercept Referral Service if a longer period is
                  desired for the intercept. 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 


<PAGE>   18

                                                                   Page 18 of 33

                  earlier than thirty (30) days after the disconnection of the
                  business telephone number.

         2.       Coordinated Repair Calls

                  SWBT shall be responsible for repairing its own network.
                  However, LSP shall maintain telephone numbers where its end
                  user may call to report instances of trouble.

                  The Parties shall employ the following procedures for handling
                  misdirected repair calls:

                  a.       The Parties shall inform their respective end users
                           of the correct telephone numbers to call to access
                           their respective repair bureaus.

                  b.       To the extent the correct provider can be determined,
                           each Party shall refer misdirected repair calls to
                           the proper provider of local exchange service, at no
                           charge, and shall provide the end user the contact
                           telephone number provided by the other Party.

                           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. Either Party may respond with accurate
                           information in answering customer questions.

                  c.       The Parties shall provide each other their respective
                           repair contact numbers.

         B.       Network Management Controls

                  Each Party shall provide a 24-hour contact number for Network
                  Traffic Management issues to the other. A FAX number must also
                  be provided to facilitate event notifications for planned mass
                  calling events. Additionally, both Parties agree that they
                  shall work cooperatively to attempt to conduct all such events
                  in such a manner as to avoid degradation or loss of service to
                  other end users.

         C.       Law Enforcement and Civil Process

                  SWBT and LSP shall handle law enforcement requests as follows:
<PAGE>   19

                                                                   Page 19 of 33

                  1)       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 appropriate Party, unless the request
                           directs the receiving Party to attach a pen register,
                           trap and trace or form of intercept on that Party's
                           own facilities, in which case that Party shall comply
                           with any valid request.

                  2)       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 entity with an indication
                           that the other Party is the responsible company.
                           Provided, however, if the subpoena requests records
                           for a period of time during which the receiving Party
                           was the end user's service provider, the receiving
                           Party will respond to any valid request.

                  3)       EMERGENCIES If a Party receives a request from a law
                           enforcement agency for a temporary number change,
                           temporary disconnect or one way denial of outbound
                           calls for an end user of the other Party, the
                           receiving Party will comply so long as it is a valid
                           emergency request. If time and circumstances permit,
                           SWBT will make reasonable efforts, considering the
                           circumstances of the request, to consult with the LSP
                           prior to initiating any service change in response to
                           such request except when responding to a court order
                           requiring nondisclosure. If not bound by
                           nondisclosure, SWBT shall as promptly as circumstance
                           permit notify LSP of any change of service. In the
                           case of the LSP, LSP shall refer such request to SWBT
                           and SWBT shall honor such request in accordance with
                           this paragraph. However, neither Party shall be held
                           liable for any claims or damages arising from
                           compliance with such requests, and the Party serving
                           the end user agrees to indemnify and hold the other
                           Party harmless against any and all such claims.

         D.       Usage Data

                  On no less than sixty (60) days advance written notice, LSP
                  may request SWBT to make certain usage information available
                  to LSP on a daily basis via a mechanized feed. The information
                  will consist of usage sensitive charges SWBT will bill to LSP
                  arising out of the use of resold lines. LSP agrees to pay SWBT
                  three tenths of a cent ($.003) per message for this service.
<PAGE>   20

                                                                   Page 20 of 33

X.       CALL TRACE

         LSP end user's activation of Call Trace shall be handled by the SWBT
         Call Trace Center (CTC) or its Annoying and Anonymous Call Bureau. SWBT
         shall notify LSP of requests by its end users to provide the call
         records to the proper authorities. Subsequent communication and
         resolution of the case with LSP's end user (whether that end user is
         the victim or the suspect) will be coordinated through the LSP.

         LSP understands that for services where reports are provided to law
         enforcement agencies (e.g., Call Trace) only billing number and address
         information shall be provided. It shall be the LSP's responsibility to
         determine whether to provide additional information necessary for any
         police investigation to the extent that such information is in LSP's
         possession. LSP shall indemnify SWBT against any claims that LSP's
         efforts to produce or the actual production of information in LSP's
         possession were insufficient and led to inadequate prosecution.

XI.      TAXES

         LSP shall be responsible for all federal, state or local, sales, use,
         excise or gross receipts taxes or fees imposed on or with respect to
         the services provided under this Agreement including those taxes and
         fees imposed on SWBT. LSP shall reimburse SWBT for the amount of any
         such taxes or fees which SWBT is required to pay or collect for
         services provided to LSP hereunder.

XII.     TERMINATION OF SERVICE TO LSP

         A.       All undisputed charges are payable to SWBT prior to the start
                  of the next bill cycle. If LSP fails to pay when due, any and
                  all undisputed charges billed to LSP under this Agreement,
                  including any late payment charges (Unpaid Charges), and any
                  portion of such charges remain unpaid more than fifteen (15)
                  days after the due date of such Unpaid Charges, SWBT shall
                  notify LSP in writing that in order to avoid having service
                  disconnected, LSP must remit all Unpaid Charges to SWBT within
                  fourteen (14) days.

         B.       If LSP disputes the billed charges, it shall inform SWBT in
                  writing as specified in Section XVIII(A) which portion of the
                  charges it disputes, including the specific details and
                  reasons for its dispute; pay SWBT all undisputed charges in
                  accordance with Section XII(A); and pay all disputed charges
                  into an interest bearing escrow account with a third party
                  escrow agent mutually agreed upon by the Parties prior to the
                  start of the next bill cycle. Any disputed charges for which
                  payment is not deposited 


<PAGE>   21

                                                                   Page 21 of 33

                  into the escrow account prior to the start of the bill cycle
                  when payment of such charges would otherwise be due shall be
                  treated as Unpaid Charges in accordance with Section XII(A).
                  Late payment charges shall apply to any disputed charges for
                  which payment is not timely deposited into the escrow account,
                  and shall also be treated as Unpaid Charges in accordance with
                  Section XII(A) if not timely paid.

         C.       Disputes hereunder shall be resolved in accordance with the
                  procedures identified in Article XVIII (Dispute Resolution).
                  Failure of LSP to pay charges deemed owed to SWBT as a result
                  of the ruling in the arbitration shall be grounds for
                  termination under this Article.

         D.       If any LSP charges remain unpaid or undisputed at the end of
                  the fourteen (14) day period provided for in section A above,
                  SWBT shall notify LSP, and if required or requested by the
                  Commission, the Commission in writing, that unless all charges
                  are paid within sixteen (16) days, LSP's service shall be
                  disconnected and its end users shall be switched to SWBT local
                  service. SWBT will also suspend order acceptance at this time.

         E.       If any LSP charges remain unpaid or undisputed at the end of
                  the sixteen (16) day period provided for in section D above,
                  LSP shall, at its sole expense, notify its end users and if
                  required or requested by the Commission, the Commission, that
                  service may be disconnected and that each end user must
                  affirmatively select a new local service provider within five
                  (5) days. The notice shall also advise the end users that SWBT
                  will assume the end user's account at the end of the five (5)
                  day period should the end user fail to select a new local
                  service provider.

         F.       If any LSP charges remain unpaid or undisputed five (5) days
                  after the sixteen (16) day period provided for in section E
                  above, SWBT shall disconnect LSP and transfer all LSP's end
                  users who have not selected another local service provider
                  directly to SWBT's service. These end users shall receive the
                  same services provided through LSP at the time of transfer.
                  SWBT shall inform the Commission and the end user's IXC(s) of
                  Record of the names of all end users transferred through this
                  process. Applicable service establishment charges for
                  switching end users from LSP to SWBT shall be assessed to LSP.

         G.       Within five (5) days of the transfer, SWBT shall notify all
                  affected end users that because of LSP's failure to pay, their
                  service is now being provided by SWBT. SWBT shall also notify
                  the end users that they have thirty (30) days to select a
                  local service provider.

         H.       SWBT may discontinue service to LSP upon failure to pay
                  undisputed 



<PAGE>   22

                                                                   Page 22 of 33

                  charges as provided in this Article, and shall have no
                  liability to LSP or LSP end users in the event of such
                  disconnection.

         I.       If any end user fails to select a local service provider
                  within thirty (30) days of the change of providers (80 days
                  past LSP's due date), SWBT shall terminate the end user's
                  service. SWBT shall notify the Commission and the end user's
                  IXC(s) of Record of the names of all end users whose service
                  has been terminated. The end user shall be responsible for any
                  and all charges incurred during the selection period.

         J.       Nothing herein shall be interpreted to obligate SWBT to
                  continue to provide service to any such end users. Nothing
                  herein shall be interpreted to limit any and all disconnection
                  rights SWBT may have with regard to such end users.

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

XIII.    FORCE MAJEURE

         Neither Party shall be responsible for delays or failures in
         performance resulting from acts or occurrences beyond the reasonable
         control of such Party, regardless of whether such delays or failures in
         performance were foreseen or foreseeable as of the date of this
         Agreement, including, without limitation: fire, explosion, power
         failure, cable cuts, acts of God, war, revolution, civil commotion, or
         acts of public enemies; any law, order, regulation, ordinance, or
         requirement of any government or legal body; or labor unrest,
         including, without limitation, strikes, slowdowns, picketing, or
         boycotts; or delays caused by the other Party or by other service or
         equipment vendors; or any other circumstances beyond the Party's
         reasonable control. 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 relate 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.

XIV.     LIMITATION OF LIABILITY

         SWBT's liability, if any, for its gross negligence or willful
         misconduct is not 


<PAGE>   23

                                                                   Page 23 of 33

         limited by its corresponding tariffs. With respect to any other claim
         or suit, by a LSP or any others, for damages arising out of mistakes,
         omissions, interruptions, delays or efforts, or defects in transmission
         occurring in the course of furnishing service hereunder, SWBT's
         liability, if any, shall not exceed an amount equivalent to the
         proportionate charge to the LSP for the period of service during which
         such mistake, omission, interruption, delay, error, or defect in
         transmission or service occurs and continues. In no event shall SWBT be
         responsible for any special, indirect, consequential, or exemplary
         damages. This liability shall be in addition to any amounts that may
         otherwise be due to the LSP under corresponding tariffs as an allowance
         for interruptions. However, any such mistakes, omissions,
         interruptions, delays, errors, or defects in transmission or service
         which are caused or contributed to by the negligence or willful act of
         the LSP or which arise from the use of LSP-provided facilities or
         equipment shall not result in the imposition of any liability
         whatsoever upon SWBT.

         SWBT shall be indemnified and held harmless by the LSP against claims
         and damages arising from provision of the LSP's services or equipment
         except those directly associated with the provision of local service to
         the LSP which is governed by corresponding tariffs.

         SWBT shall be indemnified and held harmless from all claims and damages
         arising from the discontinuance of service for nonpayment to SWBT by
         the LSP as provided for herein. Notice of discontinuance shall be as
         specified in this Agreement.

         SWBT shall have no liability to the end users of the LSP for claims
         arising from the provision of the LSP's service to its end users
         including, but not limited to, claims for interruption of service,
         quality of service, or billing disputes.

         When the lines or services of other companies and carriers are used in
         establishing connections to and/or from points not reached by SWBT's
         lines, SWBT is not liable for any act or omission of the other
         companies or carriers.

         Nothing contained in this Article shall limit SWBT's liability or
         impose a duty of indemnity on LSP where SWBT has engaged in willful
         misconduct or gross negligence with respect to conduct involved in the
         claim against SWBT.

XV.      NONDISCLOSURE

         The Parties to this Agreement anticipate and recognize that they will
         exchange or come into possession of data about each other's end users
         and each other's business as a result of this Agreement which will be
         designated as confidential by that Party. Each Party agrees (1) to
         treat all such data as strictly confidential and (2) to use such data
         only for purposes of performance under this Agreement. Each 


<PAGE>   24

                                                                   Page 24 of 33

         Party agrees not to disclose data on the other Party's end users or
         business which has been designated as confidential to any person
         without first securing the written consent of the other Party. The
         foregoing shall not apply to information which is in the public domain.

         If a court or governmental agency orders or a third party requests a
         Party to disclose or to provide any data or information covered by this
         Article, that Party will immediately inform the other Party of the
         order or request both by telephone and overnighted mail before
         disclosing the data or information. Notification and consent
         requirements described above are not applicable in cases where a court
         order requires the production of toll billing records of an individual
         residence or business end user customer.

         This Article will not preclude the disclosure by the Parties of
         information or material described in this Article to consultants,
         agents, or attorneys representing the respective Parties or the Office
         of the Public Counsel for the State of Missouri, and the Commission or
         its staff, or FCC staff, provided that these third parties are bound by
         the same or comparable confidentiality requirements as the Parties to
         this Agreement. The provisions of this Article will remain in effect
         notwithstanding the termination of this Agreement, unless agreed to in
         writing by both Parties.

         Party agrees to indemnify the other for a breach of Section 222 by the
         indemnifying Party.

XVI.     PUBLICITY

         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 language from which a connection
         to said name and/or marks may be inferred or implied.

XVII.    ASSIGNMENT

         Neither Party may assign, subcontract, or otherwise transfer its rights
         or obligations under this Agreement except under such terms and
         conditions as are mutually acceptable to the other Party (e.g., a
         conversion charge will apply per billable telephone number) and with
         such Party's prior written consent, which consent shall not be
         unreasonably withheld provided that each Party may assign this
         Agreement to a corporate affiliate (as defined in the Communications
         Act) or an entity under common control or an entity acquiring all or
         substantially all of its 


<PAGE>   25

                                                                   Page 25 of 33

         assets or equity by providing prior written notice to the other Party.
         Assignment without consent shall be grounds for immediate termination
         of this Agreement.

XVIII.   DISPUTE RESOLUTION

         A.       Finality of Disputes

                  No claims shall be brought for disputes arising from this
                  Agreement more than twenty-four (24) months from the date of
                  occurrence which gives rise to the dispute. If any portion of
                  an amount due to SWBT under this Agreement is subject to a
                  bona fide dispute between the Parties, LSP shall within
                  fourteen (14) days of its receipt of the invoice containing
                  such disputed amount give notice to SWBT of the amounts it
                  disputes and include in such notice the specific details and
                  reasons for disputing each item. Nothing herein shall prevent
                  LSP from disputing amounts paid to SWBT for services provided
                  by SWBT within twenty-four (24) months of the bill date. LSP
                  shall pay when due (i) all undisputed amounts to SWBT and (ii)
                  all Disputed Amounts into an interest bearing escrow account
                  with a third party escrow agent mutually agreed upon by the
                  Parties. In the event LSP disputes an amount paid to SWBT, and
                  it is determined the amount was erroneously paid or billed,
                  SWBT shall return the amount along with interest from the date
                  of LSP's payment.

         B.       Alternative to Litigation

                  The Parties desire to resolve disputes arising out of this
                  Agreement without litigation. Accordingly, except for action
                  seeking a temporary restraining order or an injunction related
                  to the purposes of this Agreement, or suit to compel
                  compliance with this dispute resolution process, the Parties
                  agree to use the following alternative dispute resolution
                  procedure as their sole remedy with respect to any controversy
                  or claim of twenty-five thousand dollars ($25,000) or less,
                  arising out of or relating to this Agreement or its breach.
                  The procedures hereunder may be used with disputes for
                  twenty-five thousand dollars ($25,000) or more, if mutually
                  agreeable to the Parties.

                  1.       Resolution of Disputes Between Parties to the
                           Agreement

                           At the written request of a Party, each Party will
                           appoint a knowledgeable, responsible representative
                           with authority to settle the matter to meet and
                           negotiate in good faith to resolve any dispute
                           arising under this Agreement. The location, form,
                           frequency, duration, and conclusion of these
                           discussions shall be left to the discretion of the
                           representatives. Upon agreement, the 


<PAGE>   26

                                                                   Page 26 of 33

                           representatives may utilize other alternative dispute
                           resolution procedures such as mediation to assist in
                           the negotiations. Discussions and correspondence
                           among the representatives for purposes of settlement
                           are exempt from discovery and production and shall
                           not be admissible in the arbitration described below
                           or in any lawsuit without the concurrence of all
                           Parties. Documents identified in or provided with
                           such communications, which are not prepared for
                           purposes of the negotiations, are not so exempted
                           and, if otherwise admissible, may be admitted in
                           evidence in the arbitration or lawsuit.

                  2.       Arbitration

                           If the negotiations do not resolve the dispute within
                           thirty (30) days of the initial written request, the
                           dispute shall be submitted to binding arbitration by
                           a single arbitrator pursuant to the Commercial
                           Arbitration Rules of the American Arbitration
                           Association. A Party may demand such arbitration in
                           accordance with the procedures set out in those
                           rules. Discovery shall be controlled by the
                           arbitrator and shall be permitted to the extent set
                           out in this section. Each Party may submit in writing
                           to a Party, and that Party shall so respond, to a
                           maximum of any combination of thirty-five (35) (none
                           of which may have subparts) of the following:

                           (a) Interrogatories

                           (b) Demands to produce documents

                           (c) Requests for admission

                           Additional discovery may be permitted upon mutual
                           agreement of the Parties or upon good cause found by
                           the arbitrator. The arbitration hearing shall be
                           commenced within thirty (30) days of the demand for
                           arbitration. The arbitration shall be held in the
                           city where this Agreement was executed by SWBT. The
                           arbitrator shall control the scheduling so as to
                           process the matter expeditiously. The Parties shall
                           submit written briefs five (5) days before the
                           hearing. The arbitrator shall rule on the dispute by
                           issuing a written opinion within twenty (20) days
                           after the close of hearings. The opinion shall
                           contain findings of fact and conclusions of law based
                           on the evidence. The arbitrator has no authority to
                           order punitive or consequential damages. The times
                           specified in this section may be extended upon mutual
                           agreement of the Parties or by the arbitrator upon a
                           showing of good cause. Judgment upon the award
                           rendered by the arbitrator may be 


<PAGE>   27

                                                                   Page 27 of 33

                           entered in any court having jurisdiction.

                  3.       Costs

                           Each Party shall bear its own costs of these
                           procedures. A Party seeking discovery shall reimburse
                           the responding Party the reasonable costs of
                           production of documents (including search time and
                           reproduction costs). The Parties shall equally split
                           the fees of the arbitration and the arbitrator.

XIX.     VERIFICATION REVIEWS

         Each Party to this Agreement will be responsible for the accuracy and
         quality of its data as submitted to the respective Party involved. Upon
         reasonable written notice, 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 a review and verification of the other Party to
         give assurances of compliance with the provisions of this Agreement.
         This includes on-site verification reviews at the other Party's or the
         Party's vendor locations.

         After the initial year of this Agreement verification reviews will
         normally be conducted on an annual basis with provision for staged
         reviews, as mutually agreed, so that all subject matters are not
         required to be reviewed at the same time. Follow-up reviews will be
         permitted between annual reviews where significant deviations are
         found. During the initial year of the Agreement more frequent reviews
         may occur but no more than quarterly.

         The review will consist of an examination and verification of data
         involving records, systems, procedures, and other information related
         to the services performed by either Party as related to settlement
         charges or payments made in connection with this Agreement as
         determined by either Party to be reasonably required. Each Party,
         whether or not in connection with an on-site verification review, shall
         maintain reasonable records for a period of time no less than
         twenty-four (24) months from the date such records are created 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 verification review
         purposes is limited to data not in excess of twenty-four (24) months in
         age. Once specific data has been reviewed and verified, it is
         unavailable for future reviews. Any items not reconciled at the end of
         a review will, however, be subject to a follow-up review effort. Any
         retroactive adjustments required subsequent to previously reviewed and
         verified data will also be subject to follow-up review. Information 


<PAGE>   28

                                                                   Page 28 of 33

         of either Party involved with a verification review shall be subject to
         the nondisclosure terms of this Agreement.

         The Party requesting a verification review shall fully bear its costs
         associated with conducting the review. The Party being reviewed will
         provide access to required information, as outlined in this Article, at
         no charge to the reviewing Party. Should the reviewing Party request
         information or assistance beyond that reasonably required to conduct
         such a review, the Party being reviewed may, at its option, decline to
         comply with such request or may bill actual costs incurred in complying
         subject to the concurrence of reviewing Party.

XX.      COMPLIANCE WITH LAWS

         The Parties believe in good faith that the Services to be provided
         under this Agreement satisfy the requirements of the Act. In the event
         a court or regulatory agency of competent jurisdiction should determine
         that modifications of this Agreement are required to bring the Services
         being provided hereunder into compliance with the Act, the affected
         Party shall promptly give the other Party written notice of the
         modifications deemed required. Upon delivery of such notice, the
         Parties shall expend diligent efforts to arrive at an agreement
         respecting such modifications required. If the Parties are unable to
         arrive at such agreement, effective on the day either Party concludes
         and gives notice that the Parties will not be able to arrive at any
         agreement respecting such modifications, either Party may present the
         matter to the Commission for arbitration. Either Party may request that
         the Commission also arbitrate any other provision(s) of the Agreement
         the Party believes may be affected by the ruling. The Parties agree to
         submit themselves to the jurisdiction of the Commission for the
         purposes of the arbitration, preserving all rights under law.

         This Agreement is an integrated package that reflects a balancing of
         interests critical to the Parties. It will be submitted to the
         Commission and the FCC as a compliance filing, and the Parties will
         specifically request that the Commission and the FCC refrain from
         taking any action to change, suspend or otherwise delay implementation
         of the Agreement. In the event the Commission or the FCC rejects any
         portion or provision of this Agreement or subsequently issues a ruling
         or order that results in a provision being contrary to law, or is
         invalid 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 subsequently 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. So long as the Agreement remains in effect, the Parties shall not
         advocate before any legislative, regulatory, or other public forum that
         any terms of this specific Agreement be 


<PAGE>   29

                                                                   Page 29 of 33

         modified or eliminated. Notwithstanding this mutual commitment,
         however, the Parties enter into this Agreement without prejudice to any
         positions they have taken previously, or may take in the future in any
         legislative, regulatory, or other public forum addressing any matters,
         including matters related to the types of arrangements prescribed by
         this Agreement. In the event the Parties are unable to agree on a
         replacement provision, the procedures in the previous paragraph shall
         apply.

XXI.     CERTIFICATION REQUIREMENTS

         LSP warrants that it has obtained all certifications required in those
         jurisdictions in which LSP has ordered services pursuant to this
         Agreement. Subject to restrictions in Article II, section A. (Permitted
         Use of Resold Service by LSP and Its End Users), LSP covenants that any
         originating service provider utilizing the resold services under this
         Agreement has obtained all required certification. Upon request by any
         governmental entity, the LSP is required to provide proof of
         certification.

XXII.    EFFECT OF OTHER AGREEMENTS

         The Parties agree that pursuant to the requirements of the
         Telecommunications Act of 1996, a Party shall treat the other Party no
         less favorably than it treats similarly situated local service
         providers with whom such Party has an operational interconnection or
         resale agreement which has been approved by the Commission. If either
         Party enters into an agreement (the "Other Agreement") approved by the
         Commission pursuant to Section 252 of the Act which provides for the
         provision of arrangements covered in this Agreement to another
         requesting Telecommunications Carrier, 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.

XXIII.   NOTIFICATION

         SWBT shall make telecommunications services that SWBT provides at
         retail to subscribers who are not telecommunications carriers available
         for resale consistent with its obligation under Section 251(c)(4)(A) of
         the Telecommunications Act. SWBT will provide LSP notice of new
         services or of price changes to existing services. The notice shall
         advise LSP of the category in which such new service shall be placed
         and the same discount already applicable to LSP in that category shall
         apply to the new service.

         SWBT currently uses the Accessible Letter process to notify LSP of such
         changes to the services available for resale. Any change to the process
         of notification to the LSP will provide no less notice than the current
         Accessible Letter process.
<PAGE>   30

                                                                   Page 30 of 33

XXIV.    NOTICES

         In the event any notices are required to be sent under the terms of
         this Agreement, they shall be sent by registered mail, return receipt
         requested to:

         To SWBT:                                To LSP:
         Patrick Halbach                         Gregory Lawhon
         Southwestern Bell Telephone             Senior Vice President and
         One Bell Plaza                          General Counsel
         208 S. Akard                            Birch Telecom, Inc.
         Room 0523.13                            1000 Walnut Street
         Dallas, TX  75202                       Suite 1220
                                                 Kansas City, MO  64106

XXV.     BENEFICIARIES

         This Agreement shall not provide any nonparty with any remedy, claim,
         cause of action or other right.

XXVI.    TERM

         A.       SWBT and LSP agree that the initial term of this Agreement
                  shall be for 90 days, and thereafter the Agreement shall
                  continue in force and effect unless and until terminated as
                  provided herein or superseded by a new Agreement between the
                  Parties. Either Party may terminate this Agreement by
                  providing written notice of termination to the other Party, at
                  least sixty (60) days in advance of the date of termination.
                  At the conclusion of the first term, this Agreement shall
                  continue without interruption unless terminated by either
                  Party. By mutual agreement, SWBT and LSP may amend this
                  Agreement to modify the term of this Agreement.

         B.       In the event the Agreement would otherwise terminate (other
                  than by being superceded by a new Agreement between the
                  Parties), LSP 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 LSP complies
                  with the steps detailed herein. Within 10 days of receiving
                  notice of termination from SWBT, LSP shall send a request for
                  negotiations for a new resale agreement under Sections 251 and
                  252 of the Communications Act (to the extent resale is not
                  already part of a negotiation between the Parties). LSP may
                  then operate under the terms of this Agreement until the
                  Parties reach agreement or have completed the 


<PAGE>   31

                                                                   Page 31 of 33

                  processes provided for in Section 252 of the Communication Act
                  provided that if the Parties have not reached agreement, LSP
                  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
                  supercede this Agreement is pending approval at the
                  Commission.

         C.       Where this Agreement would terminate without being superceded
                  by a new agreement between the Parties, or there is no
                  Holdover Period in effect, and LSP has not made arrangements
                  to provide service over its own facilities to its end users,
                  the notification and transfer of end user procedures outlined
                  in Article XII, sections D to F (Termination of Service to
                  LSP) shall apply.

XXVII.   EFFECTIVE DATE

         The effective date of this Agreement shall be ten (10) days after the
         date that the Commission approves this Agreement.

XXVIII.  WAIVER

         The failure of either Party to enforce or insist that the other Party
         comply with any of the terms or conditions of this Agreement, or the
         waiver by either Party in a particular instance of any of the terms and
         conditions of this Agreement, shall not be construed as a general
         waiver or relinquishment of the terms and conditions, but the Agreement
         shall be and remain at all times in full force and effect.

XXIX.    DISCLAIMER OF WARRANTIES

         SWBT MAKES NO REPRESENTATION 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 DATA OR INFORMATION SUPPLIED BY LSP WHEN
         THIS DATA OR INFORMATION IS ACCESSED AND USED BY A THIRD PARTY.

XXX.     RELATIONSHIP OF THE PARTIES

         This Agreement shall not establish, be interpreted as establishing, or
         be used by either Party to establish or to represent their relationship
         as any form of agency, partnership or joint venture. Neither Party
         shall have any authority to bind the other or to act as an agent for
         the other unless written authority, separate from this 


<PAGE>   32

                                                                   Page 32 of 33

         Agreement, is provided. Nothing in the Agreement shall be construed as
         providing for the sharing of profits or losses arising out of the
         efforts of either or both of the Parties. Nothing herein shall be
         construed as making either Party responsible or liable for the
         obligations and undertakings of the other Party.

XXXI.    COMPLETE TERMS

         This Agreement, together with its Attachments constitutes the entire
         agreement between the Parties and supersedes all prior discussions,
         representations or oral understandings reached between the Parties.

         The corresponding tariffs and this Agreement (including the
         Attachments) contain all of the applicable rates and charges to be paid
         by the LSP to SWBT in connection with SWBT's provision of
         telecommunications service to LSP for resale to its end user customers.

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

         By their signatures in the space provided below, LSP and SWBT indicate
         their acceptance of this Agreement. This agreement shall not bind LSP
         and SWBT until executed by both Parties. This Agreement will be
         governed by and interpreted in accordance with the laws of the State of
         Missouri.



<PAGE>   33

                                                                  Page 33 of 33

THIS AGREEMENT CONTAINS A BINDING ARBITRATION AGREEMENT.


BIRCH TELECOM OF MISSOURI, INC.              SOUTHWESTERN BELL TELEPHONE
AECN/OCN:  __________                          COMPANY

   
/s/Gregory C. Lawhon                         /s/Larry B. Cooper
---------------------------------            ----------------------------------
Signature                                    Signature
Gregory C. Lawhon                            Larry B. Cooper
---------------------------------            ----------------------------------
Printed Name                                 Printed Name
Senior Vice President and                    General Manager-
General Counsel                              Competitive Provider Account Team
---------------------------------            ----------------------------------
Position/Title                               Position/Title
August 18, 1997                              August 21, 1997
---------------------------------            ----------------------------------
Date                                         Date

    
<PAGE>   34

                                                                   Page 34 of 33


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



                                                                                                     
I.      DESCRIPTION AND CHARGES FOR SERVICES..........................................................    1  
                                                                                                          
                                                                                                          
II.     TERMS AND CONDITIONS FOR RESALE OF SERVICES...................................................    3
                                                                                                          
        A.       Permitted Use of Resold Services by LSP and Its End Users............................    3
                                                                                                          
        B.       Use of SWBT Trademarks...............................................................    5
                                                                                                          
        C.       Network and Service Order Conditions.................................................    5
                                                                                                          
                                                                                                          
III.    ADDITIONAL SERVICES...........................................................................    7
                                                                                                          
        A.       911/E911.............................................................................    7
                                                                                                          
        B.       Dialing Parity.......................................................................    7
                                                                                                          
        C.       White Page Directories:  Listings, Distribution and Information Page.................    8
                                                                                                          
        D.       Directory Assistance (DA)............................................................    10
                                                                                                          
        E.       Operator Services (OS)...............................................................    10
                                                                                                          
                                                                                                          
IV.     RESPONSIBILITIES OF SWBT......................................................................    10
                                                                                                          
                                                                                                          
V.      ADDITIONAL RESPONSIBILITIES OF THE PARTIES....................................................    12
                                                                                                          
                                                                                                          
VI.     CHANGES IN SUBSCRIBER CARRIER SELECTIONS......................................................    12
                                                                                                          
                                                                                                          
VII.    ADDITIONAL RESPONSIBILITIES OF LSP............................................................    14
                                                                                                          
        A.       Payment of Rates and Charges.........................................................    14
                                                                                                          
        B.       Interfaces with SWBT.................................................................    15
                                                                                                          
        C.       Repair Contact Arrangements..........................................................    15
                                                                                                          
        D.       LSP Operating Company Number (OCN)...................................................    15
                                                                                                          
        E.       Special Service Arrangements.........................................................    15
                                                                                                          
        F.       Development of Branding and Customized Routing for Directory                             
                                                                                                          
                   Assistance and Operator Services...................................................    15
                                                                                                          
VIII.   NONEXCLUSIVITY................................................................................    17
                                                                                                          
                                                                                                          
IX.     SUPPORT SYSTEMS SERVICES......................................................................    17
                                                                                                          
        A.       Support Systems Services.............................................................    17
                                                                                                          
        B.       Network Management Controls..........................................................    19
                                                                                                          
        C.       Law Enforcement and Civil Process  ..................................................    19
                                                                                                          
        D.       Usage Data...........................................................................    20
                                                                                                          
                                                                                                          
X.      CALL TRACE....................................................................................    20





<PAGE>   35


                                                                                                    
XI.      TAXES........................................................................................   20
                                                                                                         
XII.     TERMINATION OF SERVICE TO LSP................................................................   20
                                                                                                         
XIII.    FORCE MAJEURE................................................................................   22
                                                                                                         
XIV.     LIMITATION OF LIABILITY......................................................................   23
                                                                                                         
XV.      NONDISCLOSURE................................................................................   24
                                                                                                         
XVI.     PUBLICITY....................................................................................   24
                                                                                                         
XVII.    ASSIGNMENT...................................................................................   25
                                                                                                         
XVIII.   DISPUTE RESOLUTION...........................................................................   25
                                                                                                         
         A.       Finality of Disputes................................................................   25
                                                                                                         
         B.       Alternative to Litigation...........................................................   25
                                                                                                         
                                                                                                         
XIX.     VERIFICATION REVIEWS.........................................................................   27
                                                                                                         
XX.      COMPLIANCE WITH LAWS  .......................................................................   28
                                                                                                         
XXI.     CERTIFICATION REQUIREMENTS...................................................................   29
                                                                                                         
XXII.    EFFECT OF OTHER AGREEMENTS...................................................................   29
                                                                                                         
XXIII.   NEW SERVICES.................................................................................   30
                                                                                                         
XXIV.    NOTICES......................................................................................   30
                                                                                                         
XXV.     BENEFICIARIES................................................................................   30
                                                                                                         
XXVI.    TERM.........................................................................................   30
                                                                                                         
XXVII.   EFFECTIVE DATE...............................................................................   31
                                                                                                         
XXVIII.  WAIVER ......................................................................................   31
                                                                                                         
XXIX.    DISCLAIMER OF WARRANTIES.....................................................................   32
                                                                                                
XXX.     RELATIONSHIP OF THE PARTIES..................................................................   32
                                                                                                
XXXI.    COMPLETE TERMS...............................................................................   32


<PAGE>   36
                                                              
                                                              
                                                              
EXHIBIT A -       TELECOMMUNICATIONS SERVICES LIST            
                                                              
EXHIBIT B -       OTHER SERVICES LIST                         
                                                              
EXHIBIT C -       OS/DA PRICING - BRANDING, RATE & REFERENCE  

<PAGE>   37
                                                                       EXHIBIT A
                                                                     PAGE 1 OF 5
     SOUTHWESTERN BELL'S RESALE TELECOMMUNICATIONS SERVICES* LIST - BUSINESS
                                    MISSOURI



                                                                     RESALE DISCOUNTS
                                                           RECURRING               NON-RECURRING
                                                           ---------               -------------
                                                                               
LOCAL EXCHANGE SERVICE
Business 1 Party                                             13.2%                     13.2%
Business - Multi-Line Hunting                                13.2%                     13.2%
Business Measured                                            13.2%                     13.2%
Business Measured (HTG Class of Service)                     13.2%                     13.2%

EXPANDED LOCAL CALLING
Mandatory EAS                                                13.2%                     13.2%
Optional Metropolitan Calling Area                           13.2%                     13.2%

VERTICAL SERVICES
Auto Redial                                                  13.2%                     13.2%
Call Blocker                                                 13.2%                     13.2%
Call Forwarding                                              13.2%                     13.2%
Call Forwarding - Busy Line                                  13.2%                     13.2%
Call Forwarding - Busy Line/Don't Answer                     13.2%                     13.2%
Call Forwarding - Don't Answer                               13.2%                     13.2%
Call Return                                                  13.2%                     13.2%
Call Trace                                                   13.2%                     13.2%
Call Waiting                                                 13.2%                     13.2%
Calling Name                                                 13.2%                     13.2%
Calling Number                                               13.2%                     13.2%
ComCall(R)                                                   13.2%                     13.2%
Personalized Ring (1 dependent number)                       13.2%                     13.2%
Personalized Ring (2 dependent numbers - 1st number)         13.2%                     13.2%
Personalized Ring (2 dependent numbers - 2nd number)         13.2%                     13.2%
Priority Call                                                13.2%                     13.2%
Remote Access to Call Forwarding                             13.2%                     13.2%
Selective Call Forwarding                                    13.2%                     13.2%
Simultaneous Call Forwarding                                 13.2%                     13.2%
Speed Calling 8                                              13.2%                     13.2%
Speed Calling 30                                             13.2%                     13.2%
Three Way Calling                                            13.2%                     13.2%


*Some Services not available in all Areas.
Resale products available subject to state and federal rules, regulations and
tariffs.

<PAGE>   38

                                                                       EXHIBIT A
                                                                     PAGE 2 OF 5


                                                                                 RESALE DISCOUNTS
                                                                       RECURRING               NON-RECURRING
                                                                       ---------               -------------
                                                                                           
DID
DID (First Block of 100 - Category 1)                                    13.2%                     13.2%
DID (First Block of 10 - Category 1)                                     13.2%                     13.2%
DID (Ea. adl. block of 10 after first 10 - Category 1)                   13.2%                     13.2%
DID (Ea. adl. block of 100 after first 100 - Category 2)                 13.2%                     13.2%
DID (Ea. adl. block of 10 assigned over 1st 100 - Category 2)            13.2%                     13.2%
DID (with Multifrequency)                                                13.2%                     13.2%
DID (with Dual-Tone Multifrequency)                                      13.2%                     13.2%
DID (1st 10 Trunks or access lines)                                      13.2%                     13.2%
DID (11th thru 50th trunk or network access line)                        13.2%                     13.2%
DID (51st trunk or network access line)                                  13.2%                     13.2%

TRUNKS
Analog Trunks                                                            13.2%                     13.2%
Digital Trunks                                                           13.2%                     13.2%

AIN
Area Wide Networking                                                     13.2%                     13.2%
Disaster Routing Service                                                 13.2%                     13.2%
Intelligent Redirect(sm)                                                   13.2%                     13.2%
Intellinumber                                                            13.2%                     13.2%
Positive ID                                                              13.2%                     13.2%

OTHER
Bundled Telecommunications Services (e.g., the Works)                    13.2%                     13.2%
Customer Alerting Enablement                                             13.2%                     13.2%
Grandfathered Services                                                   13.2%                     13.2%
Hot Line                                                                 13.2%                     13.2%
Hunting                                                                  13.2%                     13.2%
Local Operator Assistance Service                                        13.2%                     13.2%
Night Number associated with Telephone Number                            13.2%                     13.2%
Night Number associated with a Terminal                                  13.2%                     13.2%
Promotions (Greater than 90 days)                                        13.2%                     13.2%
Telebranch(R)                                                            13.2%                     13.2%
Toll Restriction                                                         13.2%                     13.2%
TouchTone                                                                13.2%                     13.2%
Voice Dial                                                               13.2%                     13.2%
Warm Line                                                                13.2%                     13.2%


*Some Services not available in all Areas.
Resale products available subject to state and federal rules, regulations and
tariffs.

<PAGE>   39


                                                                       EXHIBIT A
                                                                     PAGE 3 OF 5


                                                                 RESALE DISCOUNTS
                                                       RECURRING               NON-RECURRING
                                                      ---------               -------------
                                                                          
ISDN
Digiline                                                 13.2%                     13.2%
Select Video Plus(R)                                     13.2%                     13.2%
Smart Trunk(sm)                                            13.2%                     13.2%

DIRECTORY ASSISTANCE SERVICES                            13.2%                     13.2%

TOLL
900 Call Restriction                                     13.2%                     13.2%
IntraLATA MTS                                            13.2%                     13.2%
MaxiMizer 800(R)                                         13.2%                     13.2%
OutWATS                                                  13.2%                     13.2%
Toll Billing Exception (Billed Number Screen)            13.2%                     13.2%
800 Service                                              13.2%                     13.2%

OPTIONAL TOLL CALLING PLANS
1+ SAVER(sm)                                               13.2%                     13.2%
1+ SAVER Direct(sm)                                        13.2%                     13.2%
Community Optional Saver                                 13.2%                     13.2%
Outstate Calling Area Service                            13.2%                     13.2%

PLEXAR(R)
Plexar I(R)                                              13.2%                     13.2%
Plexar II(R)                                             13.2%                     13.2%
Plexar Custom(R)                                         0.0%                      0.0%

PRIVATE LINE
Analog Private Lines                                     13.2%                     13.2%
Business Video Service                                   13.2%                     13.2%
Digital Loop Service                                     13.2%                     13.2%
DOVLink                                                  13.2%                     13.2%
Foreign Exchange Service                                 13.2%                     13.2%
Foreign Serving Office                                   13.2%                     13.2%
Frame Relay                                              13.2%                     13.2%
Group Alerting Services                                  13.2%                     13.2%
MegaLink II(R)                                           13.2%                     13.2%
MegaLink III(R)                                          13.2%                     13.2%
MicroLink I(R)                                           13.2%                     13.2%
MicroLink II(R)                                          13.2%                     13.2%
MultiPoint Video                                         13.2%                     13.2%
Service Loop Facility Modification Service               13.2%                     13.2%


*Some Services not available in all Areas.
Resale products available subject to state and federal rules, regulations and
tariffs.

<PAGE>   40

                                                                      EXHIBIT A
                                                                    PAGE 4 OF 5


    SOUTHWESTERN BELL'S RESALE TELECOMMUNICATIONS SERVICES* LIST - RESIDENCE
                                    MISSOURI




                                                                     RESALE DISCOUNTS
                                                           RECURRING               NON-RECURRING
                                                           ---------               -------------
                                                                               
LOCAL EXCHANGE SERVICE
Life Line and Link Up America Services                       13.2%                     13.2%
Residence 1 Party                                            13.2%                     13.2%
Residence Measured                                           13.2%                     13.2%

EXPANDED LOCAL CALLING
Mandatory EAS                                                13.2%                     13.2%
Optional Metropolitan Calling Area                           13.2%                     13.2%

VERTICAL SERVICES
Auto Redial                                                  13.2%                     13.2%
Call Blocker                                                 13.2%                     13.2%
Call Forwarding                                              13.2%                     13.2%
Call Forwarding - Busy Line                                  13.2%                     13.2%
Call Forwarding - Busy Line/Don't Answer                     13.2%                     13.2%
Call Forwarding - Don't Answer                               13.2%                     13.2%
Call Return                                                  13.2%                     13.2%
Call Trace                                                   13.2%                     13.2%
Call Waiting                                                 13.2%                     13.2%
Calling Name                                                 13.2%                     13.2%
Calling Number                                               13.2%                     13.2%
ComCall(R)                                                   13.2%                     13.2%
Personalized Ring (1 dependent number)                       13.2%                     13.2%
Personalized Ring (2 dependent numbers - 1st number)         13.2%                     13.2%
Personalized Ring (2 dependent numbers - 2nd number)         13.2%                     13.2%
Priority Call                                                13.2%                     13.2%
Remote Access to Call Forwarding                             13.2%                     13.2%
Selective Call Forwarding                                    13.2%                     13.2%
Simultaneous Call Forwarding                                 13.2%                     13.2%
Speed Calling 8                                              13.2%                     13.2%
Three Way Calling                                            13.2%                     13.2%

DIRECTORY ASSISTANCE SERVICES                                13.2%                     13.2%




<PAGE>   41
                                                                      EXHIBIT A
                                                                    PAGE 5 OF 5






                                                                          RESALE DISCOUNTS
                                                                RECURRING               NON-RECURRING
                                                                ---------               -------------
                                                                                    
ISDN
Digiline                                                          13.2%                     13.2%

OTHER
Bundled Telecommunications Services (e.g., the Works)             13.2%                     13.2%
Customer Alerting Enablement                                      13.2%                     13.2%
Grandfathered Services                                            13.2%                     13.2%
Hot Line                                                          13.2%                     13.2%
Local Operator Assistance Service                                 13.2%                     13.2%
Promotions (Greater than 90 days)                                 13.2%                     13.2%
Preferred Number Service                                          13.2%                     13.2%
Toll Restriction                                                  13.2%                     13.2%
TouchTone                                                         13.2%                     13.2%
Voice Dial                                                        13.2%                     13.2%
Warm Line                                                         13.2%                     13.2%

TOLL
900  Call Restriction                                             13.2%                     13.2%
Home 800(sm)                                                        13.2%                     13.2%
IntraLATA MTS                                                     13.2%                     13.2%
Toll Billing Exception (Billed Number Screen)                     13.2%                     13.2%

OPTIONAL TOLL CALLING PLANS
1+ SAVER(sm)                                                        13.2%                     13.2%
1+ SAVER Direct(sm)                                                 13.2%                     13.2%
Community Optional Saver                                          13.2%                     13.2%
Outstate Area Calling Service                                     13.2%                     13.2%


*Some Services not available in all Areas.
Resale products available subject to state and federal rules, regulations and
tariffs.
<PAGE>   42
                                                                       EXHIBIT B
                                                                     PAGE 1 OF 1

                SOUTHWESTERN BELL'S RESALE OTHER SERVICES* LIST
                                    MISSOURI




                                                                RESALE DISCOUNTS
                                                          RECURRING      NON-RECURRING
                                                          ---------      -------------
                                                                       
Additional Directory Listings                               13.2%            13.2%
Prepaid Calling Cards                                       13.2%            13.2%
Bill Plus                                                     5%               5%
Consolidated Billing                                          5%               5%
Access Services                                               0%               0%
Wireless Carrier Interconnection Services                     0%               0%
Company Initiated Suspension Service                          0%               0%
Construction Charges                                          0%               0%
Customer Initiated Suspension Service                         0%               0%
Exchange Interconnection Service                              0%               0%
Connections with Terminal Equipment and Communications        0%               0%
Equipment
Maintenance of Service Charges                                0%               0%
Telecommunications Service Priority Systems                   0%               0%



*Some Services not available in all Areas.
Resale products available subject to state and federal rules, regulations and 
tariffs.
<PAGE>   43
                                                                       EXHIBIT C
                                                                     PAGE 1 OF 1

                                 APPENDIX RESALE
                                    MISSOURI
                   OS/DA PRICING - BRANDING, RATE & REFERENCE



The following rates will apply for each service element:


                                                                              
     A.  CALL BRANDING

     An initial non-recurring charge applies per TOPS switch, per
     brand for the establishment of LSP specific Call Branding. A Per
     Call charge also applies. When there are subsequent changes to
     the branding announcement, an additional non-recurring charge
     will also apply per TOPS, per brand, for each change.

                                    Rate per initial load group                  $2,325.00  
                                 Rate per load for Brand change                  $2,325.00      
                                                       Per Call                      $0.02      
                                                                                     

     B. DIRECTORY ASSISTANCE RATE/REFERENCE
           INFORMATION

     An initial non-recurring charge applies per TOPS switch, per rate
     schedule for the initial load of LSP's DA Services Rate/Reference
     Information. An additional non-recurring charge applies per TOPS
     switch, per rate schedule for each subsequent change to
     Rate/Reference Information.

                                              Rate per initial load              $3,850.00
                                    Rate per subsequent rate change              $2,850.00
                               Rate per subsequent reference change              $2,850.00


     C.  OPERATOR SERVICES RATE/REFERENCE
           INFORMATION

     An initial non-recurring charge applies per TOPS switch, per rate
     schedule for the initial load of LSP's Operator Services
     Rate/Reference Information. An additional non-recurring charge
     applies per TOPS switch, per rate schedule for each subsequent
     change to Rate/Reference Information.

                                             Rate per initial load               $3,850.00
                                   Rate per subsequent rate change               $2,850.00
                              Rate per subsequent reference change               $2,850.00



               Proprietary: Not for Use or Disclosure Outside the
                         Southwestern Bell Corporation
               Family of Companies Except Under Written Agreement
<PAGE>   44

                               APPENDIX OSS-RESALE
<PAGE>   45
                                                                     PAGE 2 OF 8

                                  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
"functions" to LSP for pre-ordering, ordering, provisioning, maintenance /
repair, and billing. Such functions will be made available as described herein
for Resold Services, as provided in this Interconnection Agreement.

         1.2 The functions, for Resale, 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 Resale services. LSP agrees that such use will
comply with the summary of SWBT's Operating Practice No. 113, Protection of
Electronic Information, titled Local Service Provider 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 billing functions that
occur during ordering 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 LSPSC.

         1.6 In areas where Resale service order transactions cannot be provided
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.

         1.7 SWBT will provide a help desk function for electronic system
interfaces.
<PAGE>   46
                                                                     PAGE 3 OF 8

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

         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 industry standardized electronic
interfaces for Resale, 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
standards 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 standards. 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 Article XVIII of the Resale
Agreement without prejudice to the other rights of either party.

2.       PRE-ORDER

         2.1 SWBT will provide access to pre-order functions to support LSP
ordering of Resale services 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 information that will be available to LSP so that LSP order
requests may be created to comply with SWBT ordering requirements.

         2.2      PRE-ORDERING FUNCTIONS FOR RESALE SERVICES WILL 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>   47
                                                                     PAGE 4 OF 8


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

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

                  2.2.4 if a service call is needed to install the line or
service;

                  2.2.5 information regarding the dispatch / installation
schedule, if applicable;

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

                  2.2.7 address verification.

         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 Residential Easy Access Sales Environment (R-EASE):
R-EASE is an ordering entry system through which SWBT will provide LSP access
for the functions of pre-ordering SWBT's Resale services so long as EASE is
utilized to order SWBT Residential Resale Services.

                  2.3.2 Business Easy Access Sales Environment (EASE): B-EASE is
an ordering entry system through which SWBT will provide LSP access for the
functions of pre-ordering SWBT's Resale services so long as such access is
utilized to order SWBT's Business Resale Services.

                  2.3.3 DataGate: DataGate is 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 Resale 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 standards developed by the OBF and
the TCIF.

                  2.3.4 VERIGATE is an Access Service Pre-order system that will
also provide access to the pre-ordering functions for Resale 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.
<PAGE>   48
                                                                     PAGE 5 OF 8


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

         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 Resale 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:

                  3.1.1 R-EASE is available for the generation of Residential
Resale services orders. Ordering Flows will be available via these systems for
the following ordering functions: Conversion ("as is" or "with changes"); Change
(Features, Listings, Long Distance); New Connect; Disconnect; From and To
(change of premises with same service).

                  3.1.2 B-EASE is available for the generation of Business
Resale services orders. Ordering Flows will be available via these systems for
the following ordering functions: Conversion ("as is" or "with changes"); Change
(Features, Listings, Long Distance); New Connect; Disconnect; From and To
(change of premises with same service).

                  3.1.3 SWBT will provide LSP with an Electronic Data
Interexchange (EDI) Interface for transmission of industry-standardized Resale
service order requests in formats as defined by the Ordering and Billing Forum
(OBF) and EDI mapping as defined by TCIF. EDI ordering functionality will be
made available as negotiated and implemented in timeframes mutually acceptable
to SWBT and LSP.

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

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

         3.2.2 In cases of industry-standardized EDI ordering, SWBT will provide
to LSP an
<PAGE>   49
                                                                     PAGE 6 OF 8


EDI electronic interface for transferring and receiving orders, Firm Order
Confirmation (FOC), service completion, and, as available, other provisioning
data and information. SWBT will provide LSP with a FOC for each Resale order.
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.
When available, SWBT will provide LSP an 865 EDI transaction-based Order
Completion.

         3.2.3 A file transmission may be provided to confirm order completions
for R-EASE or B-EASE order processing. This file will provide service order
information of all distributed and completed orders for LSP, regardless of order
entry mechanism.

         3.3 The provisions of section 1.2 shall apply with respect to access to
the functions described in this Section 3.

4.       MAINTENANCE/REPAIR

         4.1 Two electronic interfaces are accessible to place, and check the
status of, trouble reports for Resale. 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 ability to
review the maintenance history of a converted Resale LSP account.

                  4.1.2 Electronic Bonding Interface (EBI) is an
industry-standardized interface that is available for trouble report submission
and status updates. This EBI will conform to ANSI standards 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 standards 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 resold services. 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
<PAGE>   50
                                                                     PAGE 7 OF 8


LSP and SWBT.

         5.2 Upon request, electronic access to billing information for Resale
Services will also be available via the following interfaces:

                  5.2.1 LSP may receive Bill Plus(TM), an electronic version of
their electronic bill as described in and in accordance with SWBT's Local
Exchange Tariff.

                  5.2.2 LSP may receive a mechanized bill format via the
industry standards EDI.

                  5.2.3 LSP may also view billing information through the CNA -
Billing Inquiry interface.

                  5.2.4 SWBT shall provide the Usage Billable Records for Resale
Services via EMR industry standard format with a daily feed.

                  5.2.5 LSP may receive Local Disconnect Report records (via
CARE records) electronically that indicate when LSP's customers change their
local service provider.

         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 of SWBT's 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 a valid Internet Protocol (IP) network address. A user-id
/password unique to each individual accessing an OSS shall be maintained to
access any 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.
<PAGE>   51
                                                                     PAGE 8 OF 8


         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 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, 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 LSP requesting the Bill Plus(TM), as described in 5.2.1, agrees to
pay applicable tariffed rate, less Resale discount.

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

         8.5 LSP requesting the Local Disconnect Report, as described in 5.2.5,
agrees to pay $0.10 per record transmitted.
<PAGE>   52
                                                                     PAGE 9 OF 8


         8.6 Should unforeseen modifications and costs to provision OSS
functions become required by SWBT or industry standards, 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 Resale Agreement between the Parties and will be effective upon
approval by the Commission when it approves it as a part of the Resale
Agreement.
<PAGE>   53
                                                                       EXHIBIT A
                                                                     PAGE 1 OF 2


         BLANKET CERTIFICATION FOR END-USER AUTHORIZATION FOR RELEASE OF
                 CUSTOMER PROPRIETARY NETWORK INFORMATION (CPNI)

The undersigned hereby agrees:

Before it may obtain CPNI of an end-user, whether via an independent request or
in the course of ordering SWBT's Resale services via manual and/or mechanized
interfaces, the undersigned must, at least, certify that "yes" (Y) it has
obtained Authorization for Release of CPNI and provide the name of the
individual authorizing the release of CPNI. By these indications, the
undersigned affirms that a current Authorization for the Release of CPNI has
been obtained from an end-user and that it includes the expressed content of the
language, "Minimum Scope." SWBT may then provide the CPNI referenced herein.

         Minimum Scope:  Authorization for the release of CPNI

         1)       An affirmative written request that substantially reflects the
                  following: "This document serves as instruction to all holders
                  of my local exchange telecommunications Customer Proprietary
                  Network Information (CPNI) to provide such information to the
                  undersigned. I understand that this CPNI includes the
                  following information: billing name, service address, billing
                  address, service and feature subscription, directory listing
                  information long distance carrier identity, and all pending
                  service order activity This Authorization remains in effect
                  until such time that I revoke it directly or appoint another
                  individual/company with such capacity or undersigned receives
                  notice to disconnect my local exchange service or notice that
                  a service disconnect has been performed. At and from such
                  time, this Authorization is null and void."

         or

         2)       Authorization for change in local exchange service and release
                  of CPNI with documentation that adheres to all requirements of
                  state and federal law, as applicable.


                                     ------------------------------------------
                                     Signed


                                     ------------------------------------------
                                     Name (Typed/Printed)


                                     ------------------------------------------
                                     Title


                                     ------------------------------------------
                                     Company


                                     ------------------------------------------
                                     Date

Proprietary: Not for Use or Disclosure Outside the Southwestern Bell Corporation
               Family of Companies Except Under Written Agreement
<PAGE>   54
SOUTHWESTERN BELL TELEPHONE COMPANY     BIRCH TELECOM OF MISSOURI, INC.

By:________________________________     By:____________________________________
                                                      (name printed or typed)

Signature:_________________________     Signature:_____________________________

Title:_____________________________     Title:_________________________________
(printed or typed)                                       (printed or typed)
Date:______________________________     Date:__________________________________


Proprietary: Not for Use or Disclosure Outside the Southwestern Bell Corporation
               Family of Companies Except Under Written Agreement

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