Sample Business Contracts


Long Haul IRU Agreement - Level 3 Communications LLC and SAVVIS Communications Corp.


                             LONG HAUL IRU AGREEMENT

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

                                    RECITALS

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

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

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

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

                                   ARTICLE 1.
                                   DEFINITIONS

1.01  "Acceptance  Date" shall mean the date when Grantee delivers (or is deemed
to have delivered) notice of acceptance of a Completion Notice with respect to a
Segment in accordance with Article 8.

1.02 "Acceptance Testing" shall have the meaning set forth in Article 8.

1.03  "Affiliate"  shall mean, with respect to any specified  Person,  any other
Person  that  directly  or  indirectly,  through  one  or  more  intermediaries,
controls,  is controlled  by, or is under common  control with,  such  specified
Person  ("control,"  "controlled  by" and "under common control with" shall

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mean the possession, directly or indirectly, of the power to direct or cause the
direction of the management and policies of a Person,  whether through ownership
of voting securities, by contract or credit arrangement, as trustee or executor,
or otherwise).

1.04  "Associated  Property"  shall mean the  tangible and  intangible  property
needed  for  the use of the  Grantee  Fibers  as  permitted  by this  Agreement,
including designated space in the Regeneration  Facilities and Opamp Facilities,
as and to  the  extent  more  particularly  described  in  this  Agreement,  and
including  designated space in the Grantor Gateway  Facilities as set forth in a
separate  agreement  which shall be referred to as "General Terms and Conditions
for  Delivery  of  Service"  and  shall  be based on the  applicable  terms  and
conditions  as  specified in the order for dark fiber  colocation  space and the
terms  contained in Exhibit C but excluding in any and all events any electronic
and/or optronic equipment.

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

1.06 "Completion Notice" shall have the meaning set forth in Section 8.02.

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

1.08 "Dark Fiber" shall have the meaning set forth in Section 14.03.

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

1.10 "Dispute Notice" shall have the meaning set forth in Article 23.

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

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

1.13 "Force Majeure Event" shall have the meaning set forth in Article 18.

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

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

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

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

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

1.19 "Impositions" shall mean all taxes, fees, levies,  imposed duties,  charges
or withholdings of any nature  (including  without  limitation ad valorem,  real
property,  gross  receipts,  taxes and  franchise,  license  and  permit  fees),
together  with any  penalties,  fines or  interest  thereon  arising  out of the
transactions  contemplated  by this  Agreement  and/or  imposed upon the Grantor
System,  or any part thereof,  by any  Governmental  Authority.  Notwithstanding
anything to the contrary  contained  in this  Agreement,  Impositions  shall not
include any income taxes  assessed on the net or gross income of Grantor and any
of its Affiliates.

1.20 "Interconnection Points" shall have the meaning set forth in Section 9.01.

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

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

1.23 "Opamp  Facilities" shall mean facilities (as determined by Grantor's,

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and not  Grantee's,  use) to  optically  amplify lit fibers in the Cable as more
particularly described in Exhibit "C".

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

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

1.26  "Proprietary  Information"  shall  have the  meaning  set forth in Section
22.01.

1.27 "Recurring Charge" shall have the meaning set forth in Section 12.02.

1.28   "Regeneration   Facilities"  shall  mean  facilities  (as  determined  by
Grantor's, and not Grantee's, use) to regenerate the signal of lit fibers in the
Cable as more particularly described in Exhibit "C".

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

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

1.31 "Ring" shall mean a group of Segments as delineated in Exhibit "A".

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

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

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

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

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

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

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                                   ARTICLE 2.
                                  SYSTEM ROUTE

2.01 The  Grantor  System  will  connect  the points  identified  on Exhibit "A"
attached  hereto  (each  point  identified  on  Exhibit  "A" is herein  called a
"Segment  End Point",  the route  between the  applicable  Segment End Points is
herein  called a "Segment",  and all of the Segments  together are herein called
the "System Route").

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

                                   ARTICLE 3.
                                  GRANT OF IRU

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

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

3.03 In the event that Grantee has delivered a Fiber Upgrade  Notice and Grantor
has  received  such  notice  prior to its  determination  to install  additional
fibers,  Grantor and Grantee shall negotiate in good faith concerning  Grantee's
acquisition of a portion of such additional fibers (including negotiation of the
additional  IRU Fees due and payable by Grantee  for the use of such  additional
fibers).  The Term for use of any additional  fibers shall be, unless  otherwise
agreed in writing by the parties, for a period

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which  commences upon delivery of such  additional  fibers and which ends twenty
(20) years thereafter;  provided, however, that to the extent such extended term
requires  Grantor to extend or renew a Required  Right,  Grantor  shall have the
right to  increase  the  Recurring  Charge  in order to  reflect,  in  Grantor's
reasonable  discretion,  the pass  through  (on a pro rata basis  based upon the
number of fibers  within the Grantor  System) of any  increase in the  payments,
fees, charges,  costs or other expenses incurred or to be incurred by Grantor in
connection with the extension or renewal of such Required Right. Notwithstanding
anything  else in this  Agreement  to the  contrary,  the  failure of Grantor to
notify Grantee of its  determination to install  additional fibers under Section
3.02,  or the failure of the parties to  successfully  negotiate the terms of an
IRU in such additional fibers,  shall not constitute a default or breach of this
Agreement  hereunder and neither Grantee nor Grantor shall have any liability to
the other for the  performance,  or the  failure  to  perform,  any  obligations
imposed under Sections 3.02 or 3.03 hereof.

                                   ARTICLE 4.
                                      FEES

4.01  Grantee  agrees to pay,  as  compensation  for  Grantor's  performance  of
incremental design, engineering, planning and development of the Grantee Fibers,
the Design, Planning and Engineering Fee set forth in Exhibit "B".

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

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

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

4.05 All payments made by Grantee  hereunder shall be made without any deduction
for or on account of Canadian  withholding  taxes  imposed by the  Government of
Canada  or its  Provinces.  If  Grantee  were  required  by law to make any such
deduction  for Canadian  withholding  from any payment due hereunder to Grantor,
then, notwithstanding anything to the contrary

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contained in this Agreement, Grantee shall pay separately an amount equal to the
amount of Canadian tax withheld to Grantor.

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

                                   ARTICLE 5.
                                      TERM

5.01 The IRU with  respect to each Segment  shall become  effective on the first
day when both (i) the Acceptance  Date with respect to the Grantee Fibers within
a Segment has occurred  and (ii) Grantor has received  payment of all of the IRU
Fee with respect to such Segment then due to Grantor  hereunder (the  "Effective
Date").  Subject to the  provisions  of Article 19, the IRU with  respect to the
Grantee  Fibers within each Segment shall  terminate at the end of the twentieth
(20th)  anniversary  of the  Effective  Date  (the  "Term").  Grantee  shall  be
permitted to extend the Term with respect to each Segment of Grantee Fibers that
is part of a Ring so that the  Term of all  Segments  within  such  Ring  expire
contemporaneously with the Term of the last Segment of Grantee Fibers comprising
such  Ring.  In the event  that  Grantee  desires  to so extend  the Term of any
Segment of Grantee Fibers, Grantee shall (no sooner than 1 year nor later than 6
months prior to the  expiration of the Term  respecting  such Segment of Grantee
Fibers)  deliver to Grantor written notice of its election to so extend the Term
plus an additional IRU Fee (prorated for the duration of the extension  allowed)
to compensate for the extension of the Term (so that, as an example, if the term
of a Segment of Grantee  Fibers was extended by 1 year,  the  additional IRU Fee
would be 1/20th of the amount of the IRU Fee for that Segment).

<PAGE>

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

5.03 Subject to Article 19, this  Agreement  shall become  effective on the date
hereof and shall  terminate on the date when all the Terms of the Segments shall
have expired or terminated, except that those provisions of this Agreement which
are expressly  provided herein to survive such termination  shall remain binding
on the parties hereto.

                                   ARTICLE 6.
                                 REQUIRED RIGHTS

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

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

6.03 If, after the Acceptance Date with respect to a Segment, Grantor is

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

                                   ARTICLE 7.
                       CONSTRUCTION OF THE GRANTOR SYSTEM

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

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

7.03 Grantor will construct  Regeneration  Facilities and Opamp Facilities along
the Grantor  System as described in Exhibit "C".  Grantee shall be provided with
the use of space  and  power as  specified  in  Exhibit  "C",  and shall pay the
charges specified in Exhibit "C" in accordance with the terms

<PAGE>

hereof.

7.04 Occupancy by Grantee in any Grantor  Gateway  Facility shall be detailed in
and shall be subject to the  execution of the General Terms and  Conditions  for
Delivery of  Services.  With  respect to all Orders of space in Grantor  Gateway
Facilities  placed  within sixty (60) days after  execution  of this  Agreement,
Grantee  shall be  provided  with the use of space  and  power as  specified  in
Exhibit  "C", and shall pay the charges  specified in Exhibit "C" in  accordance
with the terms hereof.

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

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

7.07  Notwithstanding  anything to the contrary  contained  herein,  Grantor may
elect,  at its option,  to acquire any portion of the Grantor  System from third
parties  (whether  under a  lease,  sublease,  indefeasible  right  of  use,  or
otherwise) in lieu of constructing and installing the Grantor System  respecting
such  portion;  provided,  any  such  acquired  portion  shall  be or have  been
constructed  substantially in accordance with the  specifications and procedures
required  by this  Agreement  except for such  deviations  which do not,  in the
reasonable discretion of Grantor,  materially diminish the utility,  reliability
or expected useful life of the Grantor System.

                                   ARTICLE 8.
                        ACCEPTANCE TESTING AND COMPLETION

8.01 Grantor shall test the Grantee Fibers in accordance with the procedures and
standards  specified in Exhibit "F" ("Acceptance  Testing").  Acceptance Testing
shall progress span by span along each Segment as cable splicing progresses,  so
that test results may be reviewed in a timely manner.  Acceptance  Testing shall
include,  but is limited to, (i) testing of the Grantee  Fibers along a Segment,
(ii) if applicable, completion of any work or

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installation  required for any Interconnection  Point (which shall be limited to
Wilmington,  DE,  Greensboro,  NC,  Chepachet,  RI, Irvine,  CA, Fresno,  CA and
Greenville,  SC) along such Segment (provided Grantor has acquired all necessary
building access agreements or other  authorizations to perform such installation
work and Grantee has acquired any additional  authorizations as may be necessary
for Grantor to perform  such work at least sixty (60) days before the  Scheduled
Completion  Date for such  Segment) and (iii) if  applicable,  completion of any
build-out  (inclusive  of power)  required for the Grantor  Gateway  Facilities,
Regeneration  Facilities and Opamp Facilities by Grantor  (provided  Grantee has
designated its space and power  requirements at least sixty (60) days before the
Scheduled  Completion Date for such Segment).  Grantee shall have the right, but
not the obligation,  at Grantee's cost and expense, to be present to observe the
Acceptance  Testing.  Grantee shall be responsible for the timely designation of
its  space  and  power  requirements  for  the  facilities,  acquisition  of all
necessary  authorizations and completion of any work or installation required in
order for it to place the Grantee Fibers into  operation (and Grantee's  failure
to make such  designations,  acquire such  authorizations  or complete such work
shall not be grounds  for  rejection  of a  Completion  Notice).  Grantor  shall
provide Grantee with a copy of such test results.

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

<PAGE>

delivered a notice of  acceptance  upon such use or on the  fifteenth  day after
delivery of the Completion Notice.  Notwithstanding  the foregoing,  Grantor may
send  a  separate   Completion   Notice  for  each  Grantor  Gateway   Facility,
Regeneration Facility and Opamp Facility located along a Segment.

                                   ARTICLE 9.
                             INTERCONNECTION POINTS

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

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

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

<PAGE>

                                   ARTICLE 10.
                                   OPERATIONS

10.01 Subject to the access  restrictions  set forth in Article 9, Grantee shall
(at its full cost and expense) have full and complete control and responsibility
for  determining  any  network  and service  configuration  or designs,  routing
configurations,  re-grooming,  rearrangement  or  consolidation  of  channels or
circuits and all related functions with regard to the use of the Grantee Fibers;
provided,  such control and responsibility by Grantee shall not adversely affect
the use by any other  Person of the  Grantor  System  and/or any  electronic  or
optronic equipment used by such Person in connection therewith.

10.02 Grantee  acknowledges  and agrees that except for the items  included as a
part of the Regeneration Facilities and Opamp Facilities as described on Exhibit
"C", Grantor is not supplying nor is Grantor  obligated to supply to Grantee any
optronic or  electronic  equipment or related  facilities,  all of which are the
sole  responsibility of Grantee,  nor is Grantor  responsible for performing any
work other than as specified in this Agreement.

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

<PAGE>

Grantee  Fibers  will be  tested  in  accordance  with  the  provisions  of this
Agreement).

                                   ARTICLE 11.
                  MAINTENANCE AND REPAIR OF THE GRANTOR SYSTEM

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

                                   ARTICLE 12.
                                RECURRING CHARGE

12.01  Grantor  shall be  responsible  for the payment of the costs of Scheduled
Maintenance  of the  Grantor  System (as defined in Exhibit  "G") and  insurance
premiums  and  rents  associated  with the  Regeneration  Facilities  and  Opamp
Facilities.

12.02 In  consideration  of  Grantor's  responsibilities  under  Section  12.01,
subject to the  adjustments  described in Section  12.03,  Grantee  shall pay to
Grantor each year, with respect to each Segment,  commencing with the Acceptance
Date of such Segment and continuing  until the expiration of the Term of the IRU
with respect to such Segment shall have occurred, the product obtained when: (a)
[**] is  multiplied  by (b) the  number  of  Route  Miles in such  Segment  (the
"Recurring Charge").

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

[**] CONFIDENTIAL TREATMENT REQUESTED

<PAGE>

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

                                   ARTICLE 13.
                                   IMPOSITIONS

13.01  Grantor  and  Grantee  acknowledge  and  agree  that it is  their  mutual
objective and intent to (i) minimize, to the extent feasible, the administrative
expenses  associated with and the aggregate  Impositions payable with respect to
the  Grantor  System and the  Grantee  Fibers  and (ii)  share such  Impositions
according to their respective interests in the Grantor System and the Cable, and
that they will cooperate with each other and coordinate  their mutual efforts to
achieve such objectives in accordance with the provisions of this Article.

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

13.03  Following  the  Acceptance  Date for each Grantor  System and except with
respect  to  Impositions  constituting  ad  valorem  property  taxes  (which are
addressed  in  Section  13.04  below),  Grantor  shall  timely  pay  any and all
Impositions imposed upon or with respect to each Grantor System. Upon receipt of
a notice of any such  Imposition,  Grantor shall promptly notify Grantee of such
Imposition  and Grantee  shall pay or  reimburse  Grantor for its  proportionate
share of such  Imposition,  which share shall be determined based upon Grantee's
proportionate  share of the total  fiber  count in the  affected  portion of the
Grantor System under the terms of this Agreement.

13.04  Following the  Acceptance  Date for each Grantor System and except to the
extent  prohibited by applicable laws or regulations,  Grantor shall  separately
file  returns for and pay any and all ad valorem  property  taxes  imposed on or
assessed against the Grantor System, including the Grantee

<PAGE>

Fibers.  In lieu of direct  reimbursement of such amounts,  Grantee shall pay to
Grantor an amount each year equal to the average  Property Tax Basis (as defined
below) times 1.75%,  payable as of October 31 of that year. The initial Property
Tax Basis for each Segment shall equal the sum of the amounts payable by Grantee
to Grantor under Sections 4.01, 4.02, and 4.03 with respect to such Segment (the
"Initial Segment Cost").  The Property Tax Basis will then be reduced by 1/15 of
the Initial  Segment Cost on each  anniversary of the  Acceptance  Date for such
Segment until the Property Tax Basis for such Segment reaches 20% of the Initial
Segment Cost, at which point it will remain fixed for the remaining  duration of
the Term. The average Property Tax Basis for each Segment is the average of each
day's Property Tax Basis for that Segment for that year, taking into account any
adjustment  on the  anniversary  of the  Acceptance  Date,  and the amount to be
multiplied by 1.75% above will be the sum of such average Property Tax Basis for
all  Segments  that have been  accepted by the end of the year.  To the extent a
Segment  is  accepted  after  October 31 of the year and no payment is made with
respect  to such  Segment  for that  year,  the  amount  will  carry over and be
included in the following  year's payment.  In the event that applicable laws or
regulations  require  Grantee to file  returns for and pay any or all ad valorem
property taxes imposed on or assessed against the Grantee Fibers,  Grantee shall
do so. If Grantee's  payment of such taxes relieves Grantor of the obligation to
report and pay ad valorem  property  taxes  with  respect to the  portion of the
Grantee  Fibers in such  jurisdiction,  then the  amounts  payable by Grantee to
Grantor  hereunder shall be reduced by the amount of such reduction in Grantor's
ad valorem property tax liability (including any refund received by Grantor as a
result of Grantee's payment), as determined reasonably by the parties

13.05 With respect to Section 13.04, Grantee may, at its sole option, separately
file  returns for and pay any and all ad valorem  property  taxes if  applicable
laws or  regulations  permit  Grantee to file returns for and pay any and all ad
valorem taxes;  provided  Grantee has notified Grantor of its intent to exercise
such  option on or before  October 31 of the year  preceding  the year for which
this option is exercised

13.06  Notwithstanding any provision herein to the contrary,  Grantor shall have
the  right  to  contest  any  Imposition  assessed  against  it,  (including  by
nonpayment of such  Imposition  provided  such  nonpayment  does not  materially
adversely  affect the rights to be delivered to Grantee  pursuant  hereto).  The
out-of-pocket costs and expenses (including reasonable attorneys' fees) incurred
by Grantor in any such contest shall be shared by

<PAGE>

Grantor and Grantee in the same  proportion  as to which the parties  would have
shared in such  Impositions,  as they were originally  assessed.  Any refunds or
credits  resulting  from a contest  brought  pursuant to this  Section  shall be
divided  between  Grantor  and Grantee in the same  proportion  as to which such
refunded or credited Impositions were borne by Grantor and Grantee.

                                   ARTICLE 14.
                              USE OF GRANTOR SYSTEM

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

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

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

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

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

<PAGE>

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

                                   ARTICLE 15.
                                 INDEMNIFICATION

15.01  Subject  to the  provisions  of  Article  16,  Grantor  hereby  agrees to
indemnify, defend, protect and hold harmless Grantee and its employees, officers
and directors, from and against, and assumes liability for: (i) any injury, loss
or  damage  to any  Person,  tangible  property  or  facilities  of  any  Person
(including reasonable attorneys' fees and costs) to the extent arising out of or
resulting  from the negligence or willful  misconduct of Grantor,  its officers,
employees, servants,  Affiliates,  agents, contractors,  licensees, invitees and
vendors  arising out of or in  connection  with the  performance  or omission by
Grantor of its  obligations  or the exercise by Grantor of its rights under this
Agreement;  and (ii) any  claims,  liabilities  or  damages  arising  out of any
violation  by Grantor of any  regulation,  rule,  statute or court  order of any
Governmental Authority in connection with the performance or omission by Grantor
of  its  obligations  or the  exercise  by  Grantor  of its  rights  under  this
Agreement.

15.02  Subject  to the  provisions  of  Article  16,  Grantee  hereby  agrees to
indemnify,  defend,  protect  and  hold  harmless  Grantor,  and its  employees,
officers and  directors,  from and against,  and assumes  liability for: (i) any
injury,  loss or damage to any Person,  tangible  property or  facilities of any
Person  (including  reasonable  attorneys' fees and costs) to the extent arising
out of or resulting  from the negligence or willful  misconduct of Grantee,  its
officers,  employees,  servants,  Affiliates,  agents,  contractors,  licensees,
invitees and vendors  arising out of or in connection  with the  performance  or
omission by Grantee of its  obligations or the exercise by Grantee of its rights
under this Agreement; and (ii) any claims, liabilities or damages arising out of
any violation by Grantee of any regulation,  rule, statute or court order of any
Governmental Authority in connection with the performance or omission by Grantee
of  its  obligations  or the  exercise  by  Grantee  of its  rights  under  this
Agreement.

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

<PAGE>

unreasonably withheld or delayed.

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

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

                                   ARTICLE 16.
                             LIMITATION OF LIABILITY

Notwithstanding  any provision of this Agreement to the contrary,  neither party
shall be liable  to the  other  party  for any  special,  incidental,  indirect,
punitive or consequential  damages, or damages for lost revenue or lost profits,
whether  foreseeable or not,  arising out of, or in connection with such party's
failure to perform its  respective  obligations  hereunder,  including,  but not
limited to,  loss of profits or revenue  (whether  arising  out of  transmission
interruptions  or  problems,  any  interruption  or  degradation  of  service or
otherwise), or claims of customers, whether occasioned by any

<PAGE>

construction, reconstruction, relocation, repair or maintenance performed by, or
failed to be  performed  by,  the other  party or any  other  cause  whatsoever,
including  breach  of  contract,  breach  of  warranty,  negligence,  or  strict
liability,  all claims for which damages are hereby specifically waived.  Except
as set forth in Section  15.05,  nothing  contained  herein  shall  operate as a
limitation  on the right of either  party  hereto to bring an action for damages
against any third party, including claims for indirect, special or consequential
damages,  based on any acts or omissions of such third party.  In no event shall
Grantor be liable to Grantee for any direct injury,  loss or damages arising out
of or  resulting  from any cause  whatsoever  to the extent such  damages are in
excess of the IRU Fee received from Grantee.

                                   ARTICLE 17.
                                    INSURANCE

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

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

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

<PAGE>

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

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

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

17.07 Until the  Effective  Date for a Segment,  Grantor  shall bear all risk of
loss of and damage or  destruction  to the Grantor  System  within such Segment.
Commencing as of the Effective  Date,  any loss,  damage or destruction of or to
the  Grantor  System not  otherwise  required to be insured  hereunder  shall be
treated for all purposes as Unscheduled Maintenance (as defined in Exhibit "G").

                                   ARTICLE 18.
                                  FORCE MAJEURE

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

<PAGE>

a Grantee Delay Event (each a "Force Majeure Event").  The party claiming relief
under this  Article  shall  notify the other in writing of the  existence of the
event relied on and the cessation or termination of said event.

                                   ARTICLE 19.
                                     DEFAULT

19.01  If (i)  Grantee  makes  a  general  assignment  for  the  benefit  of its
creditors,  files a voluntary  petition in  bankruptcy or any petition or answer
seeking,   consenting  to,  or  acquiescing  in   reorganization,   arrangement,
adjustment,  composition,  liquidation,  dissolution or similar relief;  (ii) an
involuntary petition in bankruptcy,  other insolvency protection against Grantee
as filed and not dismissed  with 120 days; or (iii) Grantee fails to observe and
perform the terms and  provisions of this  Agreement and such failure  continues
for a period of thirty (30) days after  written  notice from Grantor (or if such
failure is not  susceptible  of a cure within such thirty (30) day period,  cure
has not been commenced and diligently  pursued  thereafter to completion),  then
Grantor may (A) terminate  this  Agreement and the Term, in whole or in part, in
which event Grantor shall have no further duties or obligations  hereunder,  and
(B)  subject  to  Article  16,  pursue  any  legal  remedies  it may have  under
applicable  law or principles of equity  relating to such default,  including an
action for damages, specific performance and/or injunctive relief.

19.02  If (i)  Grantor  makes  a  general  assignment  for  the  benefit  of its
creditors,  files a voluntary  petition in  bankruptcy or any petition or answer
seeking,   consenting  to,  or  acquiescing  in   reorganization,   arrangement,
adjustment,  composition,  liquidation,  dissolution or similar relief;  (ii) an
involuntary petition in bankruptcy,  other insolvency protection against Grantor
as filed and not  dismissed  with 120 days;  (iii)  Grantor fails to observe and
perform the terms and  provisions of this  Agreement and such failure  continues
for a period of thirty (30) days after  written  notice from Grantee (or if such
failure is not  susceptible  of a cure within such thirty (30) day period,  cure
has not been commenced and diligently  pursued  thereafter to completion),  then
Grantee may,  subject to Section 19.03 below,  (A) terminate  this Agreement and
the Term,  in whole or in part,  in which  event  Grantee  shall have no further
duties or obligations hereunder, and (B) subject to Article 16, pursue any legal
remedies it may have under  applicable  law or principles of equity  relating to
such  default,  including an action for  damages,  specific  performance  and/or
injunctive relief.

19.03 If, other than as caused by a Force Majeure Event, Grantor has not

<PAGE>

delivered a Completion  Notice (in good faith)  respecting a Segment  within one
hundred  eighty  (180) days  after the  Scheduled  Completion  Date for the last
Segment to be  completed  within such Ring,  then,  from and after such date and
until the  installation  is  completed,  Grantee  shall  receive a credit of one
percent  (1.0%) off of the IRU Fee for such Segment (as  liquidated  damages and
not as a  penalty)  for  each  month  or  partial  month  (prorated  based  on a
thirty-day month) of delay thereafter; provided, however, that in no event shall
the  amount of the credit  provided  to Grantee  hereunder  be greater  than six
percent  (6%).  In the event  Grantor  fails to deliver the Grantee  Fibers in a
Segment  within twelve (12) months after the Scheduled  Completion  Date for the
last Segment to be completed  within such Ring and otherwise in accordance  with
this  Agreement,  then  either  party  shall  have the right to  terminate  this
Agreement and Grantor shall,  upon such  termination,  pay Grantee a termination
charge in the amount of one-third (1/3rd) of the IRU Fee that would otherwise be
due and payable  respecting such Segment,  together with interest  thereon (from
and after the date of payment of the Design,  Planning and  Engineering  Fee due
under Section 4.01 hereof) at the Prime Rate plus two percent (2%). This Section
sets forth the sole and  exclusive  remedies of Grantee  respecting a failure of
Grantor to complete  installation of the Grantee Fibers within any Segment on or
before the Scheduled Completion Date.

                                   ARTICLE 20.
                                   ASSIGNMENT

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

20.02 Any and all increased payments to grantors or Required Right and any

<PAGE>

other  additional  fees,  charges,  costs or  expenses  which  result  under the
Required Rights or otherwise as a result of any permitted assignment or transfer
of this Agreement by Grantee shall be paid by Grantee.

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

20.04 Nothing contained in this Article shall be deemed or construed to prohibit
Grantor from selling,  transferring,  leasing, licensing,  granting indefeasible
rights of use or entering  into similar  agreements or  arrangements  with other
Persons  respecting  any fibers and conduit  constituting  a part of the Grantor
System.

20.05 In the event that a portion of the Grantee  Fibers are to be  delivered in
Canada, Grantor intends to assign such portion of this Agreement to an Affiliate
of Grantor as is necessary to deliver such Grantee  Fibers  within  Canada,  and
Grantor  may  cause  such  Affiliate  to  separately  invoice  Grantee  for  the
performance of this Agreement allocable to Canada

                                   ARTICLE 21.
                         REPRESENTATIONS AND WARRANTIES

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

21.02 Grantor  represents  and warrants that the Segments of the Grantor  System
that it will construct pursuant hereto will be designed, engineered,  installed,
and  constructed  substantially  in accordance  with the terms and provisions of
this Agreement, any and all applicable building,  construction and safety codes,
as well as any and all other applicable  governmental  laws, codes,  ordinances,
statutes and  regulations;  provided  Grantee's  sole rights and  remedies  with
respect to any breach of such representation shall be (i) to

<PAGE>

inspect the  construction,  installation  and  splicing  of the  Grantee  Fibers
incorporated  in each  Segment and to  participate  in the  Acceptance  Testing,
during the course and at the time of the relevant construction, installation and
testing periods for each Segment, as provided herein; (ii) if, during the course
of  such   construction,   installation  and  testing  any  deviation  from  the
specifications  set forth in Exhibits  "C",  "D" or "E" is  discovered  which is
reasonably likely to materially adversely affect the operation or performance of
the Grantee Fibers,  the construction or installation of the affected portion of
the Segment shall be repaired to such specification by Grantor at Grantor's sole
cost and  expense;  and (iii)  if, at any time  prior to the date that is twelve
(12) months after the Acceptance  Date,  Grantee shall notify Grantor in writing
of its discovery of a deviation  from the  specifications  set forth in Exhibits
"C", "D" or "E" which is reasonably  likely to materially  adversely  affect the
operation  or  performance  of the Grantee  Fibers,  with respect to any Segment
(which  notice shall be given  within  thirty (30) days of such  discovery)  the
construction or  installation  of the affected  portion of such Segment shall be
repaired to such specification by Grantor at Grantor's sole cost and expense.

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

21.04 EXCEPT AS SET FORTH IN THE  FOREGOING  SECTIONS  21.01 AND 21.02,  GRANTOR
MAKES NO WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO THE GRANTEE FIBERS OR THE
GRANTOR  SYSTEM,  INCLUDING  ANY  WARRANTY  OF  MERCHANTABILITY  OR FITNESS  FOR
PARTICULAR PURPOSE, AND ALL SUCH WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMED.

<PAGE>

                                   ARTICLE 22.
                                 CONFIDENTIALITY

22.01  Grantor  and  Grantee   hereby  agree  that  if  either  party   provides
confidential  or  proprietary  information  to  the  other  party  ("Proprietary
Information"), such Proprietary Information shall be held in confidence, and the
receiving  party shall  afford such  Proprietary  Information  the same care and
protection  as it affords  generally  to its own  confidential  and  proprietary
information  (which in any case shall be not less than reasonable care) in order
to avoid  disclosure  to or  unauthorized  use by any third  party.  The parties
acknowledge  and agree that all  information  disclosed  by either  party to the
other in  connection  with or pursuant to this  Agreement  shall be deemed to be
Proprietary Information,  provided that verbal information is indicated as being
confidential or proprietary when given and promptly confirmed in writing as such
thereafter. All Proprietary Information,  unless otherwise specified in writing,
shall  remain  the  property  of the  disclosing  party,  shall  be  used by the
receiving  party only for the intended  purpose,  and such  written  Proprietary
Information,  including all copies thereof,  shall be returned to the disclosing
party or destroyed  after the receiving  party's need for it has expired or upon
the  request  of the  disclosing  party.  Proprietary  Information  shall not be
reproduced  except to the extent  necessary to accomplish the purpose and intent
of this Agreement, or as otherwise may be permitted in writing by the disclosing
party.

22.02  The  foregoing  provisions  of  Section  22.01  shall  not  apply  to any
Proprietary  Information which (i) becomes publicly available other than through
the  disclosing  party;  (ii) is required to be disclosed by a  governmental  or
judicial law, order, rule or regulation; (iii) is independently developed by the
receiving  party;  or (iv) becomes  available  to the  receiving  party  without
restriction from a third party.

22.03  Notwithstanding  Sections  22.01 and  22.02  either  party  may  disclose
Proprietary Information to its employees,  agents, lenders, funding partners and
legal  and  financial   advisors  and  providers  to  the  extent  necessary  or
appropriate  in  connection  with the  negotiation  and/or  performance  of this
Agreement or in obtaining  financing,  provided that each such party is notified
of the confidential and proprietary  nature of such Proprietary  Information and
is  subject  to or agrees  to be bound by  similar  restrictions  on its use and
disclosure.

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

<PAGE>

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

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

                                   ARTICLE 23.
                               DISPUTE RESOLUTION

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

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

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

                  (iii)  If such  representatives  are  unable  to  resolve  the
         dispute or have failed to meet,  the parties agree to  participate in a
         non-binding  mediation  procedure  as follows:  (A) a mediator  will be
         selected by having  counsel for each party agree on a single  person to
         act as  mediator.  The  parties'  counsel,  as well as up to three  (3)
         representatives of each of the parties, will appear before the mediator
         at a time and place determined by the mediator, but not more than sixty
         (60)  days  after  delivery  of the  Dispute  Notice.  The  fees of the
         mediator and other costs of the mediation will be

<PAGE>

         shared equally by the parties.  (B) Each party will present a review of
         the  matter  and its  position  with  respect  to such  matter.  At the
         conclusion of both  presentations the parties may ask questions of each
         other.  Either party may abandon the mediation  procedure at the end of
         the presentation and question periods and the mediation procedure shall
         not be binding on either party.

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

                                   ARTICLE 24.
                                     NOTICES

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

<PAGE>

         IF TO GRANTOR:

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

                                    with a copy to:

                                    Level 3 Communications, LLC
                                    1025 Eldorado Blvd.
                                    Broomfield, CO 80021
                                    Attn: General Counsel
                                    Fax:  (720) 888-5127


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

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


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

<PAGE>

                                   ARTICLE 25.
                           ENTIRE AGREEMENT; AMENDMENT

         This  Agreement   constitutes   the  entire  and  final  agreement  and
understanding  between the parties with respect to the subject matter hereof and
supersedes all prior agreements relating to the subject matter hereof, which are
of no further  force or effect.  The  Exhibits  referred to herein are  integral
parts hereof and are hereby made a part of this  Agreement.  This  Agreement may
only be modified or supplemented by an instrument in writing  executed by a duly
authorized  representative  of each party. The parties  acknowledge that Grantee
shall obtain  financing  for the capital  costs of this  Agreement  with certain
financing parties.  The Grantor acknowledges that Grantee has no liability under
this  Agreement  until it has closed  such  financing  of its  capital  costs as
reflected on Exhibit "B" to this Agreement. Grantee shall give written notice to
Grantor upon  closing such  financing.  Notwithstanding  anything  herein to the
contrary, Grantor may elect to terminate this Agreement without any liability or
further  obligations  if Grantee has failed to close such  financing  and notify
Grantor thereof by August 11, 2000.

                                   ARTICLE 26.
                           RELATIONSHIP OF THE PARTIES

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

                                   ARTICLE 27.
                                  COUNTERPARTS

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

                                   ARTICLE 28.
                  CONSTRUCTION AND INTERPRETATION OF AGREEMENT

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

                                   ARTICLE 29.
                                   ENFORCEMENT

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

<PAGE>

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

                       LEVEL 3 COMMUNICATIONS, LLC, a
                       Delaware limited liability company


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


                       SAVVIS COMMUNICATIONS CORPORATION, a Delaware corporation


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

<PAGE>

                                   Exhibit "A"
               Segment Descriptions and Scheduled Completion Dates



             ------------------------------------------------------------------------------
             SEGMENT NAME                     GRANTEE FIBER    ROUTE        SCHEDULED
                                                  COUNT        MILES     COMPLETION DATE*
             ------------------------------------------------------------------------------
             ------------------------------------------------------------------------------
             RING 1
             ------------------------------------------------------------------------------
             ------------------------------------------------------------------------------

             ------------------------------------------------------------------------------
             ------------------------------------------------------------------------------
                                                                    
             New York - Stamford                    1            45          10/15/00
             ------------------------------------------------------------------------------
             ------------------------------------------------------------------------------
             Stanford - Hartford                    1            93          12/27/00
             ------------------------------------------------------------------------------
             ------------------------------------------------------------------------------
             Hartford - Providence                  1            62           3/6/01
             ------------------------------------------------------------------------------
             ------------------------------------------------------------------------------
             Providence - Boston                    1            66          3/13/01
             ------------------------------------------------------------------------------
             ------------------------------------------------------------------------------
             Boston - Albany                        1           180          2/26/01
             ------------------------------------------------------------------------------
             ------------------------------------------------------------------------------
             Albany - Montreal                      1           238          9/12/00
             ------------------------------------------------------------------------------
             ------------------------------------------------------------------------------
             Montreal - Ottawa                      1           102          9/19/00
             ------------------------------------------------------------------------------
             ------------------------------------------------------------------------------
             Ottawa - Toronto                       1           254          10/15/00
             ------------------------------------------------------------------------------
             ------------------------------------------------------------------------------
             Toronto - Buffalo                      1           125          10/8/00
             ------------------------------------------------------------------------------
             ------------------------------------------------------------------------------
             Buffalo - Cleveland                    1           196          2/21/00
             ------------------------------------------------------------------------------
             ------------------------------------------------------------------------------
             Cleveland - Pittsburgh                 1           162           2/6/00
             ------------------------------------------------------------------------------
             ------------------------------------------------------------------------------
             Pittsburgh - Washington D.C.           1           267          2/15/01
             ------------------------------------------------------------------------------
             ------------------------------------------------------------------------------
             Washington D.C. - Baltimore            1            72          11/30/00
             ------------------------------------------------------------------------------
             ------------------------------------------------------------------------------
             Baltimore - Wilmington                 1            76           9/1/00
             ------------------------------------------------------------------------------
             ------------------------------------------------------------------------------
             Wilmington - Philadelphia              1            34           9/6/00
             ------------------------------------------------------------------------------
             ------------------------------------------------------------------------------
             Philadelphia - Princeton               1            52           3/5/01
             ------------------------------------------------------------------------------
             ------------------------------------------------------------------------------
             Princeton - Newark                     1            35           3/5/01
             ------------------------------------------------------------------------------
             ------------------------------------------------------------------------------
             Newark - New York                      1            16          10/27/00
             ------------------------------------------------------------------------------
             ------------------------------------------------------------------------------

<PAGE>


             ------------------------------------------------------------------------------
             ------------------------------------------------------------------------------
             RING 2
             ------------------------------------------------------------------------------
             ------------------------------------------------------------------------------

             ------------------------------------------------------------------------------
             ------------------------------------------------------------------------------
                                                                    
             Washington D.C. - Richmond             1           125          11/30/00
             ------------------------------------------------------------------------------
             ------------------------------------------------------------------------------
             Richmond - Raleigh                     1           170          10/27/00
             ------------------------------------------------------------------------------
             ------------------------------------------------------------------------------
             Raleigh - Charlotte                    1           207          10/30/00
             ------------------------------------------------------------------------------
             ------------------------------------------------------------------------------
             Charlotte - Atlanta                    1           257          10/25/00
             ------------------------------------------------------------------------------
             ------------------------------------------------------------------------------
             Atlanta - Nashville                    1           391          12/10/00
             ------------------------------------------------------------------------------
             ------------------------------------------------------------------------------
             Nashville - Louisville                 1           229          10/15/00
             ------------------------------------------------------------------------------
             ------------------------------------------------------------------------------
             Louisville - Cincinnati                1           126          9/16/00
             ------------------------------------------------------------------------------
             ------------------------------------------------------------------------------
             Cincinnati - Indianapolis              1           114          9/22/00
             ------------------------------------------------------------------------------
             ------------------------------------------------------------------------------
             Indianapolis- Chicago                  1           241          9/22/00
             ------------------------------------------------------------------------------
             ------------------------------------------------------------------------------
             Chicago - Detroit                      1           321          1/30/01
             ------------------------------------------------------------------------------
             ------------------------------------------------------------------------------
             Detroit - Cleveland                    1           191          1/30/01
             ------------------------------------------------------------------------------
             ------------------------------------------------------------------------------
             Cleveland - Akron                      1            41           2/6/01
             ------------------------------------------------------------------------------
             ------------------------------------------------------------------------------
             Akron - Pittsburgh                     1           121           2/6/01
             ------------------------------------------------------------------------------
             ------------------------------------------------------------------------------
             Pittsburgh - Washington D.C.           1           267          2/15/01
             ------------------------------------------------------------------------------
             ------------------------------------------------------------------------------

<PAGE>


             ------------------------------------------------------------------------------
             ------------------------------------------------------------------------------
             RING 3
             ------------------------------------------------------------------------------
             ------------------------------------------------------------------------------

             ------------------------------------------------------------------------------
             ------------------------------------------------------------------------------
                                                                    
             Chicago - St. Louis                    1           299          10/24/00
             ------------------------------------------------------------------------------
             ------------------------------------------------------------------------------
             St. Louis - Kansas City                1           300          10/13/00
             ------------------------------------------------------------------------------
             ------------------------------------------------------------------------------
             Kansas City - Omaha                    1           206         Completed
             ------------------------------------------------------------------------------
             ------------------------------------------------------------------------------
             Omaha - Denver                         1           540         Completed
             ------------------------------------------------------------------------------
             ------------------------------------------------------------------------------
             Denver - Stratford                     1           359           9/9/00
             ------------------------------------------------------------------------------
             ------------------------------------------------------------------------------
             Stratford - Fort Worth                 1           422         Completed
             ------------------------------------------------------------------------------
             ------------------------------------------------------------------------------
             Fort Worth - Dallas                    1            30         Completed
             ------------------------------------------------------------------------------
             ------------------------------------------------------------------------------
             Dallas - Memphis                       1           504           9/8/00
             ------------------------------------------------------------------------------
             ------------------------------------------------------------------------------
             Memphis - Nashville                    1           253          9/21/00
             ------------------------------------------------------------------------------
             ------------------------------------------------------------------------------
             Nashville - Louisville                 1           229          10/15/00
             ------------------------------------------------------------------------------
             ------------------------------------------------------------------------------
             Louisville - Cincinnati                1           126          9/16/00
             ------------------------------------------------------------------------------
             ------------------------------------------------------------------------------
             Cincinnati - Indianapolis              1           114          9/22/00
             ------------------------------------------------------------------------------
             ------------------------------------------------------------------------------
             Indianapolis - Chicago                 1           241          9/22/00
             ------------------------------------------------------------------------------
             ------------------------------------------------------------------------------

<PAGE>


             ------------------------------------------------------------------------------
             ------------------------------------------------------------------------------
             RING 4
             ------------------------------------------------------------------------------
             ------------------------------------------------------------------------------

             ------------------------------------------------------------------------------
             ------------------------------------------------------------------------------
                                                                    
             Denver - Stratford                     1           359           9/9/00
             ------------------------------------------------------------------------------
             ------------------------------------------------------------------------------
             Stratford - El Paso                    1           472           9/4/00
             ------------------------------------------------------------------------------
             ------------------------------------------------------------------------------
             El Paso - Phoenix                      1           418          9/30/00
             ------------------------------------------------------------------------------
             ------------------------------------------------------------------------------
             Phoenix - San Diego                    1           359          1/15/01
             ------------------------------------------------------------------------------
             ------------------------------------------------------------------------------
             San Diego - Los Angeles                1           158          12/22/00
             ------------------------------------------------------------------------------
             ------------------------------------------------------------------------------
             Los Angeles - San Bernardino           1            69           1/8/01
             ------------------------------------------------------------------------------
             ------------------------------------------------------------------------------
             San Bernardino - Las Vegas             1           227          3/11/01
             ------------------------------------------------------------------------------
             ------------------------------------------------------------------------------
             Las Vegas - Salt Lake City             1           485          12/11/00
             ------------------------------------------------------------------------------
             ------------------------------------------------------------------------------
             Salt Lake City - Denver                1           603          12/11/00
             ------------------------------------------------------------------------------
             ------------------------------------------------------------------------------

<PAGE>


             ------------------------------------------------------------------------------
             ------------------------------------------------------------------------------
             RING 5
             ------------------------------------------------------------------------------
             ------------------------------------------------------------------------------

             ------------------------------------------------------------------------------
             ------------------------------------------------------------------------------
                                                                    
             Atlanta - Jacksonville                 1           334          12/31/00
             ------------------------------------------------------------------------------
             ------------------------------------------------------------------------------
             Jacksonville - Orlando                 1           143          11/6/00
             ------------------------------------------------------------------------------
             ------------------------------------------------------------------------------
             Orlando - Miami                        1           253          11/6/00
             ------------------------------------------------------------------------------
             ------------------------------------------------------------------------------
             Miami - Tampa Bay                      1           290          10/5/00
             ------------------------------------------------------------------------------
             ------------------------------------------------------------------------------
             Tampa Bay - New Orleans                1           725          12/31/00
             ------------------------------------------------------------------------------
             ------------------------------------------------------------------------------
             New Orleans - Houston                  1           363          11/16/00
             ------------------------------------------------------------------------------
             ------------------------------------------------------------------------------
             Houston - Dallas                       1           248         Completed
             ------------------------------------------------------------------------------
             ------------------------------------------------------------------------------
             Dallas - Memphis                       1           504           9/8/00
             ------------------------------------------------------------------------------
             ------------------------------------------------------------------------------
             Memphis - Nashville                    1           253          9/21/00
             ------------------------------------------------------------------------------
             ------------------------------------------------------------------------------
             Nashville - Atlanta                    1           391          12/10/00
             ------------------------------------------------------------------------------
             ------------------------------------------------------------------------------

<PAGE>


             ------------------------------------------------------------------------------
             ------------------------------------------------------------------------------
             RING 6
             ------------------------------------------------------------------------------
             ------------------------------------------------------------------------------

             ------------------------------------------------------------------------------
             ------------------------------------------------------------------------------
                                                                    
             Dallas - Houston                       1           248         Completed
             ------------------------------------------------------------------------------
             ------------------------------------------------------------------------------
             Houston - San Antonio                  1           217         Completed
             ------------------------------------------------------------------------------
             ------------------------------------------------------------------------------
             San Antonio - Austin                   1            79         Completed
             ------------------------------------------------------------------------------
             ------------------------------------------------------------------------------
             Austin - Fort Worth                    1           208         Completed
             ------------------------------------------------------------------------------
             ------------------------------------------------------------------------------
             Fort Worth - Dallas                    1            30         Completed
             ------------------------------------------------------------------------------
             ------------------------------------------------------------------------------

<PAGE>


             ------------------------------------------------------------------------------
             ------------------------------------------------------------------------------
             RING 7
             ------------------------------------------------------------------------------
             ------------------------------------------------------------------------------

             ------------------------------------------------------------------------------
             ------------------------------------------------------------------------------
                                                                    
             Salt Lake City - Seattle               1           897          12/11/00
             ------------------------------------------------------------------------------
             ------------------------------------------------------------------------------
             Seattle - Portland                     1           188          11/10/00
             ------------------------------------------------------------------------------
             ------------------------------------------------------------------------------
             Portland - Sacramento                  1           657          1/25/01
             ------------------------------------------------------------------------------
             ------------------------------------------------------------------------------
             Sacramento - Oakland                   1            85          12/3/00
             ------------------------------------------------------------------------------
             ------------------------------------------------------------------------------
             Oakland - San Francisco                1            9           2/14/01
             ------------------------------------------------------------------------------
             ------------------------------------------------------------------------------
             San Francisco - San Jose               1            43           1/5/01
             ------------------------------------------------------------------------------
             ------------------------------------------------------------------------------
             San Jose - San Luis Obispo             1           199           1/8/01
             ------------------------------------------------------------------------------
             ------------------------------------------------------------------------------
             San Luis Obispo - Los Angeles          1           222          1/17/01
             ------------------------------------------------------------------------------
             ------------------------------------------------------------------------------
             Los Angeles - San Bernardino           1            69           1/8/01
             ------------------------------------------------------------------------------
             ------------------------------------------------------------------------------
             San Bernardino - Las Vegas             1           227          3/11/01
             ------------------------------------------------------------------------------
             ------------------------------------------------------------------------------
             Las Vegas - Salt Lake City             1           485          12/11/00
             ------------------------------------------------------------------------------
             ------------------------------------------------------------------------------
                                                    1
             ------------------------------------------------------------------------------
             ------------------------------------------------------------------------------

<PAGE>


             ------------------------------------------------------------------------------
             ------------------------------------------------------------------------------
             RING 8                                 1
             ------------------------------------------------------------------------------
             ------------------------------------------------------------------------------
                                                    1
             ------------------------------------------------------------------------------
             ------------------------------------------------------------------------------
                                                                    
             San Francisco - San Jose               1            43           1/5/01
             ------------------------------------------------------------------------------
             ------------------------------------------------------------------------------
             San Jose - San Luis Obispo             1           199           1/8/01
             ------------------------------------------------------------------------------
             ------------------------------------------------------------------------------
             San Luis Obispo - Los Angeles          1           222          1/17/01
             ------------------------------------------------------------------------------
             ------------------------------------------------------------------------------
             Los Angeles - San Bernardino           1            69           1/8/01
             ------------------------------------------------------------------------------
             ------------------------------------------------------------------------------
             San Bernardino - Sacramento            1           473          1/21/01
             ------------------------------------------------------------------------------
             ------------------------------------------------------------------------------
             Sacramento - Oakland                   1            85          12/3/00
             ------------------------------------------------------------------------------
             ------------------------------------------------------------------------------
             Oakland - San Francisco                1            9           2/14/01
             ------------------------------------------------------------------------------


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

The Segment End Point for each  Segment  listed  above shall be contained in the
Grantor Gateway  Facility within each such city, and the Grantee Fibers shall be
terminated  via an  optical  cross  connect  ("OSX")  within  each such  Gateway
Facility.  Except in cases where Grantee  connects to other equipment  colocated
within such Gateway  Facility,  or to other networks which are connected to such
Gateway Facility, the Grantee Fibers will be cross connected (via fiber jumpers)
into the Grantee Fibers terminating at an OSX within the same Gateway Facility.

Within each Regeneration Facility or Opamp Facility, Grantor shall (at Grantee's
request) provide a jumper from the OSX where the Grantee Fibers terminate to the
Grantee's  space  within  such  facility.   Grantee  shall  be  responsible  for
completing the connection to its equipment within such facility.

<PAGE>

                                   Exhibit "B"
                                      Fees

A.   The Design, Planning and Engineering Fee.

The Design,  Planning and Engineering  Fee shall be  [**],  and shall be due and
payable no later than five (5) days after  obtaining  board approval and closing
financing as set forth in Article 25.

B.   The IRU Fee.

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



           ------------------------------------------------------------------------------
                         SEGMENT NAME                             IRU FEE
           ------------------------------------------------------------------------------

           ------------------------------------------------------------------------------
           ------------------------------------------------------------------------------
           RING 1
           ------------------------------------------------------------------------------
           ------------------------------------------------------------------------------

           ------------------------------------------------------------------------------
           ------------------------------------------------------------------------------
                                                                
           New York - Stamford                                     [**]
           ------------------------------------------------------------------------------
           ------------------------------------------------------------------------------
           Stamford - Hartford                                     [**]
           ------------------------------------------------------------------------------
           ------------------------------------------------------------------------------
           Hartford - Providence                                   [**]
           ------------------------------------------------------------------------------
           ------------------------------------------------------------------------------
           Providence - Boston                                     [**]
           ------------------------------------------------------------------------------
           ------------------------------------------------------------------------------
           Boston - Albany                                         [**]
           ------------------------------------------------------------------------------
           ------------------------------------------------------------------------------
           Albany - Montreal                                       [**]
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           Montreal - Ottawa                                       [**]
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           Ottawa - Toronto                                        [**]
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           Toronto - Buffalo                                       [**]
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           Buffalo - Cleveland                                     [**]
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           Cleveland - Pittsburgh                                  [**]
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           Pittsburgh - Washington D.C. $[**]
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           Washington D.C. - Baltimore                             [**]
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           Baltimore - Wilmington                                  [**]
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           Wilmington - Philadelphia                               [**]
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[**] CONFIDENTIAL TREATMENT REQUESTED

<PAGE>


           ------------------------------------------------------------------------------
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           Philadelphia - Princeton                                [**]
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           Princeton - Newark                                      [**]
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           Newark - New York                                       [**]
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           RING 2
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           Washington D.C. - Richmond                              [**]
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           Richmond - Raleigh                                      [**]
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           Raleigh - Charlotte                                     [**]
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           Charlotte - Atlanta                                     [**]
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           Atlanta - Nashville                                     [**]
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           Nashville - Louisville                                  [**]
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           Louisville - Cincinnati                                 [**]
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           Cincinnati - Indianapolis                               [**]
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           Indianapolis- Chicago                                   [**]
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           Chicago - Detroit                                       [**]
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           Detroit - Cleveland                                     [**]
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           Cleveland - Akron                                       [**]
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           Akron - Pittsburgh                                      [**]
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           Pittsburgh - Washington D.C.                            [**]
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[**] CONFIDENTIAL TREATMENT REQUESTED

<PAGE>


           ------------------------------------------------------------------------------
           RING 3
           ------------------------------------------------------------------------------
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           ------------------------------------------------------------------------------
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           Chicago - St. Louis                                     [**]
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           St. Louis - Kansas City                                 [**]
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           Kansas City - Omaha                                     [**]
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           Omaha - Denver                                          [**]
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           Denver - Stratford                                      [**]
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           Stratford - Fort Worth                                  [**]
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           Fort Worth - Dallas                                     [**]
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           Dallas - Memphis                                        [**]
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           Memphis - Nashville                                     [**]
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           Nashville - Louisville                                  [**]
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           Louisville - Cincinnati                                 [**]
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           Cincinnati - Indianapolis                               [**]
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           Indianapolis - Chicago                                  [**]
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           RING 4
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           Denver - Stratford                                      [**]
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           Stratford - El Paso                                     [**]
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           El Paso - Phoenix                                       [**]
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           Phoenix - San Diego                                     [**]
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           San Diego - Los Angeles                                 [**]
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           Los Angeles - San Bernardino                            [**]
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           San Bernardino - Las Vegas                              [**]
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           Las Vegas - Salt Lake City                              [**]
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           Salt Lake City - Denver                                 [**]
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[**] CONFIDENTIAL TREATMENT REQUESTED

<PAGE>


           ------------------------------------------------------------------------------
           ------------------------------------------------------------------------------
           RING 5
           ------------------------------------------------------------------------------
           ------------------------------------------------------------------------------

           ------------------------------------------------------------------------------
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           Atlanta - Jacksonville                                  [**]
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           Jacksonville - Orlando                                  [**]
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           Orlando - Miami                                         [**]
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           Miami - Tampa Bay                                       [**]
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           Tampa Bay - New Orleans                                 [**]
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           New Orleans - Houston                                   [**]
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           Houston - Dallas                                        [**]
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           Dallas - Memphis                                        [**]
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           Memphis - Nashville                                     [**]
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           Nashville - Atlanta                                     [**]
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           ------------------------------------------------------------------------------
           RING 6
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           ------------------------------------------------------------------------------
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           Dallas - Houston                                        [**]
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           Houston - San Antonio                                   [**]
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           San Antonio - Austin                                    [**]
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           Austin - Fort Worth                                     [**]
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           Fort Worth - Dallas                                     [**]
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[**] CONFIDENTIAL TREATMENT REQUESTED

<PAGE>


           ------------------------------------------------------------------------------
           RING 7
           ------------------------------------------------------------------------------
           ------------------------------------------------------------------------------

           ------------------------------------------------------------------------------
           ------------------------------------------------------------------------------
                                                                
           Salt Lake City - Seattle                                [**]
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           Seattle - Portland                                      [**]
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           Portland - Sacramento                                   [**]
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           Sacramento - Oakland                                    [**]
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           Oakland - San Francisco                                 [**]
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           San Francisco - San Jose                                [**]
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           San Jose - San Luis Obispo                              [**]
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           San Luis Obispo - Los Angeles                           [**]
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           Los Angeles - San Bernardino                            [**]
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           San Bernardino - Las Vegas                              [**]
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           Las Vegas - Salt Lake City                              [**]
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           ------------------------------------------------------------------------------

           ------------------------------------------------------------------------------
           Ring 8
           ------------------------------------------------------------------------------
           ------------------------------------------------------------------------------

           ------------------------------------------------------------------------------
           ------------------------------------------------------------------------------
           San Francisco - San Jose                                [**]
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           San Jose - San Luis Obispo                              [**]
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           San Luis Obispo - Los Angeles                           [**]
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           Los Angeles - San Bernardino                            [**]
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           ------------------------------------------------------------------------------
           San Bernardino - Sacramento                             [**]
           ------------------------------------------------------------------------------
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           Sacramento - Oakland                                    [**]
           ------------------------------------------------------------------------------
           ------------------------------------------------------------------------------
           Oakland - San Francisco                                 [**]
           ------------------------------------------------------------------------------



[**] CONFIDENTIAL TREATMENT REQUESTED

<PAGE>

For all  Segments  contained  within a Ring  (except for the last  Segment to be
completed within such Ring), Grantor will send Grantee an invoice for payment of
the  allocated  IRU Fee for each  Segment  and Grantee  shall pay such  invoiced
amount on the later of (i) thirty (30) days after the  Acceptance  Date for each
such  Segment or (ii) the date that is sixty  (60) days  prior to the  Scheduled
Completion  Date for the last Segment  within such Ring. For the last Segment to
be completed within each Ring,  Grantor will send Grantee an invoice for payment
of the  allocated  IRU Fee and Grantee  shall pay such  invoiced  amount  within
thirty (30) days after the Acceptance Date for such Segment. Notwithstanding the
foregoing,  to the extent Grantor completes all Segments contained within a Ring
prior to the  Scheduled  Completion  Date for the last  Segment to be  completed
within  such  Ring,  then  Grantor  shall  invoice  Grantee  for  payment of the
allocated  IRU Fee for all such  Segments  and  Grantee  shall pay such  amounts
within  thirty (30) days after the  Acceptance  Date for the last  Segment to be
completed within such Ring.

C.   Other Fees.

Additional  IRU  Fees  shall  be due  and  payable  with  respect  to the use of
Regeneration  Facilities  and  Opamp  Facilities  as set  forth in  Exhibit  "C"
concurrently with the payment for the applicable Segment.


                     [**] CONFIDENTIAL TREATMENT REQUESTED

<PAGE>

                                   Exhibit "C"
           Regeneration Facilities and Opamp Facilities Specifications

The following section delineates the general specifications for the Regeneration
Facilities and Opamp  Facilities  forming a part of the Grantor System.  Grantor
may  deviate  from the  specifications  set  forth  herein,  provided  that such
deviation  does not materially  and adversely  impact the utility,  operation or
expected  useful life of the Grantor  System.  Grantor may further  deviate from
these  specifications  in those instances where either (i) strict  compliance is
impractical due to physical (including environmental)  conditions,  right-of-way
issues or code  restrictions,  or (ii)  Grantor  has  acquired  a portion of the
Grantor System from a third party.

Grantor will install modular,  prefabricated  structures  approximately 80 - 100
kilometers  apart,  along the  System  Route,  to house DC power  plants and the
telecom  infrastructure  for the  installation  and  operation  of  regeneration
electronic and optronic equipment for the Grantor System.

The facilities will be equipped with a minimum of 200amp 120/208 volt electrical
services.

The entire site  including  the  structure  will be secured  within a chain link
fenced  area where  permitted.  The  structures  will be placed on a  structural
concrete slab with gravel surrounding the outer perimeter.

The  following  are the general  specifications  of the  facilities  and support
equipment.

         o        Standard  production,  pre-manufactured,  concrete  reinforced
                  buildings  with rebar.  All doorframes are to be cast into the
                  concrete  panels  for  added  security  and to  prevent  water
                  leakage around the frame.
         o        Facilities will be equipped with HVAC units. There will be two
                  units installed at each facility for HVAC redundancy.
         o        The facility  sites will be equipped  with an external  backup
                  generator. The generator fuel tanks will have an approximately
                  48 hour-fuel capacity. As part of the normal maintenance,  the
                  generator will be exercised on a monthly  basis,  running on a
                  load bank for a minimum of fifteen (15) minutes. There will be
                  an

<PAGE>

                  Automatic  Transfer  Switch for the automatic  start-up of the
                  generator  in  the  event  of  a  primary  power  loss.
         o        Fire extinguishers will be provided within the facilities.
         o        The facilities  will have grounding  system  termination  bars
                  terminated to either the main electrical system ground and /or
                  driven ground rod.
         o        The  facilities  will be  equipped  with A/C  duplex  isolated
                  outlets for test equipment and miscellaneous use. Such outlets
                  will be placed as needed around the perimeter walls.
         o        The facilities will have sufficient  lighting on the interiors
                  as well as the exteriors.
         o        Grantor  will  not  be  responsible  for  installation  in the
                  customer space of relay racks,  but will install a single tier
                  12" ladder  rack  system.  The ladder rack will be used for DC
                  power  distribution  and with attached  angle clips for signal
                  cable distribution.
         o        Grantor shall provide a level of - 48 volt DC power (specified
                  by Grantee)  which shall not exceed 150 amps for the operation
                  of Grantee's  equipment within each Regeneration  Facility and
                  Opamp Facility.
         o        The fiber  cable  through  the  facility  will  enter and exit
                  within the Grantor space and terminate at Grantor's OSX. Fiber
                  will then be brought  over to the  customer  space via a fiber
                  guide.
         o        All  entry  and  exits  and  environmental   systems  will  be
                  monitored remotely on a twenty-four hour basis.

Grantee will be responsible for monitoring its own power plant and  regeneration
equipment.

Grantee Space Requirements:

Grantee  shall  provide  Grantor  with  written  notice  within  sixty (60) days
following  execution of this Agreement  specifying the amount of space it wishes
to utilize in each  Regeneration  Facility,  Opamp Facility and Grantor  Gateway
Facility  within each Segment where  Grantee is receiving  Grantee  Fibers.  The
parties will work together,  subject to current  availability,  to determine the
amount  of space  needed  for  Grantee.  In the event  that  such  notice is not
received by Grantor  within such period,  then  Grantee  shall be deemed to have
accepted for the Term sufficient space to accommodate three

<PAGE>

(3) racks within each Regeneration  Facility and two (2) racks within each Opamp
Facility. Provided that the facility is accepted and payment is made by Grantee,
the facility is available  for service (as defined by Grantor),  and all related
terms and conditions are met,  Grantee may access such  facilities in advance of
the Effective Date for the associated Segment.

The IRU Fee for space in the Regeneration  Facilities and Opamp Facilities is as
follows:



                  IRU Fee                            Space

                                                  
                  [**] one-time payment              Per square foot

                  [**] one-time payment              Per rack

                                              or

                  [**] per month                     Per rack


If the  monthly  payment  option  is  selected  for  space  in the  Regeneration
Facilities and Opamp Facilities,  then the monthly IRU Fee shall be increased on
each  anniversary  of the  Acceptance  Date of the Segment in which Grantee will
receive the IRU by the increase,  if any, in the CPI-U for the preceding  twelve
(12) month  period.  In the event  such  index  shall  cease to be  computed  or
published,  Grantor  may, in its  reasonable  discretion,  designate a successor
index to be used in determining any increase to the monthly IRU Fee.

The IRU Fees set forth  above  shall be due and payable at the same times and in
accordance  with the same  procedures as set forth in the Agreement (so that the
IRU Fee for each  Regeneration  Facility  and  Opamp  Facility  located  along a
Segment shall be due and payable at the same time as the Grantee Fibers for such
Segment).

In the event Grantee  determines that it will require more space for the Grantee
Fibers than  previously  requested by Grantee or  allocated by Grantor  pursuant
hereto,  Grantor will,  subject to availability and Grantor's own business needs
and requirements,  determined in Grantor's sole discretion,  upon the request of
Grantee, provide Grantee during the Term with additional shared space sufficient
for the placement of additional equipment.


[**] CONFIDENTIAL TREATMENT REQUESTED

<PAGE>

If such request for additional  space is made in connection with the purchase of
additional fiber, then Grantor shall promptly notify Grantee of the availability
of additional space and, if such space is available, Grantee shall pay for fifty
percent (50%) of the cost of such space within thirty (30) days after receipt of
an invoice from Grantor and the  remaining  fifty  percent  (50%) of the cost of
such space upon the Acceptance  Date of the relevant  Segment of Grantee Fibers.
In the event Grantee requests additional space only (i.e. not in connection with
the purchase of  additional  fiber),  then Grantor shall notify  Grantee  within
forty-five (45) days after receipt of Grantee's  request for additional space of
the amount of space that is  available in the next nine (9) month period and, if
such space is  available,  Grantee shall pay for fifty percent (50%) of the cost
of such space within  thirty (30) days after  receipt of an invoice from Grantor
and the remaining  fifty percent (50%) of the cost of such space upon completion
of the build-out. Grantee shall pay Grantor the then current rate for additional
space.

Grantee Power Requirements and Charges:

Grantee shall pay the following  charges for the  consumption of power needed to
operate Grantee's  electronic and optronic equipment:  $15 per amp per month for
DC power.

If Grantor  incurs an increase in power  charges  for the  consumption  of power
needed to operate  Grantee's  electronic and optronic  equipment at Regeneration
Facilities and Opamp Facilities  along the Grantor System,  Grantor may increase
the power charges  specified  under this Exhibit,  however,  said increase shall
occur not more than  annually.  Grantee  shall notify  Grantor in writing of its
initial power  requirements  within sixty (60) days following  execution of this
Agreement  and shall provide  Grantor  written  updates for any increased  power
needs during the Term.

<PAGE>

                                   Exhibit "D"
                  Long Haul Network Construction Specifications

1. The intent of this Exhibit is to  delineate  the general  specifications  and
standards  for  construction  of the Grantor  System.  In the event any federal,
state,  local  or  private  agency  having   jurisdiction  shall  impose  higher
standards,  Grantor will comply and conform with such higher standards.  Grantor
may deviate  from the  specifications  and  standards  described  below in those
instances  where either (i) strict  compliance  is  impractical  due to physical
(including environmental) conditions,  right-of-way issues or code restrictions,
or (ii) Grantor has acquired a portion of the Grantor System from a third party.

2.       Material
         o        Steel casings shall be minimum 35,000 PSI.
         o        Any exposed steel conduit,  brackets or hardware (i.e., bridge
                  attachments) shall be galvanized.
         o        Hand holes shall have a minimum  20,000 pound  loading  rating
                  with 6 to 12 inches of cover.
         o        Manholes shall have a minimum H-20 loading rating.
         o        Fiber optic cable shall  generally be single  armored  (except
                  where Grantor determines  otherwise,  in its sole and absolute
                  discretion).
         o        HDPE SDR 11 conduits  shall be used for plowing and HDPE SDR 9
                  conduits shall be installed in rock areas.

3.       Minimum Depths
         o        Minimum cover required in the placement of conduit shall be 42
                  inches, except in the following instances:
         o        The  minimum  cover  in  borrow  ditches  adjacent  to  roads,
                  highways,  railroads and interstates  shall be 48 inches below
                  the clean-out line or existing grade, whichever is greater.
         o        The  minimum  cover  across  streams,  river  washes and other
                  waterways  shall be 48  inches  below  the  clean-out  line or
                  existing grade, whichever is greater.
         o        At locations where conduit crosses other subsurface  utilities
                  or other structures, the conduit shall be installed to provide
                  a minimum of 12 inches of vertical  clearance;  otherwise  the
                  conduit

<PAGE>

                  will  be  installed  under  the  existing   utility  or  other
                  structure.
         o        In rock, the conduit shall be placed to provide a minimum of 8
                  inches  below the  surface  of the solid  rock with a steel or
                  concrete  cap,  or 18 inches  below the surface of the rock or
                  provide a  minimum  of 42  inches  of total  cover,  whichever
                  requires  the least  rock  excavation.  HDPE  conduit  will be
                  back-filled with 2 inches of select materials  (bedding) and 4
                  inches of select cover in rock areas.
         o        In the case of the  use/conversion of existing steel pipelines
                  or salvaged  conduit  systems,  the  existing  depths shall be
                  considered adequate.

4.       Buried Cable Warning Tape

         All conduit  will be installed  with buried  cable  warning tape except
where existing steel pipelines or salvaged conduit systems are used. The warning
tape shall  generally be placed at a depth of 12 inches below grade and directly
above the conduit.

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

6.       Innerduct Installation

o        HDPE inner ducts, where utilized, shall be 1 = 1/4 inches.

<PAGE>

o        HDPE innerduct(s),  where utilized, shall be encased by a HDPE or steel
         conduit.

o        HDPE innerduct(s) shall extend beyond the end of all conduits a minimum
         of 18 inches.

7.       Cable Installation
         o        The fiber  optic  cable shall be  installed  by using  blowing
                  equipment or a powered  pulling  winch and  hydraulic  powered
                  assist pulling wheels. The maximum pulling force to be applied
                  to the fiber optic cable shall be 600 pounds.
         o        Bends of small radii (less then 20 times the outside  diameter
                  of the cable) and  twists  that may damage the cable  shall be
                  avoided during cable placement.
         o        The cable shall be lubricated  and placed in  accordance  with
                  the cable manufacturer specifications.
         o        A pulling swivel  break-away rated at 600 pounds shall be used
                  at all times.
         o        All splices will be contained in a hand hole or manhole.
         o        A  minimum  of 13  feet  of  slack  cable  will be left in all
                  intermediate hand holes or manholes.
         o        A minimum  of 50 feet of slack  cable from each cable end will
                  be left in all splice locations.
         o        A  minimum  of 100  feet of  slack  cable  will be left in all
                  Regeneration Facilities and Opamp Facilities.

8.       Manholes and Hand holes
         o        Hand holes and  manholes  placed in traveled  surface  streets
                  shall be HS-20 loading rated and shall have locking lids.
         o        Hand holes shall be placed in all other areas and be installed
                  with a minimum of 6 inches of soil covering the lid.

9.       Cable Markers (Warning Signs)

         Cable markers (with the same  information as buried cable warning tape)
shall be installed at all changes in cable running line  directions,  waterways,
subsurface utilities, hand holes and at both sides of street, highway, bridge or
railroad crossings.  At no time, shall any markers be

<PAGE>

spaced more than 1000 feet apart.  Markers  shall be positioned so that they can
be seen from the location of the cable and generally set facing perpendicular to
the cable running line.

10.      Compliance

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

11.      As-Built Drawings
         o        As-built drawings will contain a minimum of the following:
         o        Informationshowing  the location of running line,  relative to
                  permanent land marks,  including but not limited to,  railroad
                  mileposts, boundary crossings and utility crossings.
         o        Manhole and hand hole locations.
         o        Conduit information (type, length, expansion joints, etc.).
         o        Notation of all deviations from specifications (depth, etc.).
         o        ROW detail (type, centerline distances, boundaries, waterways,
                  road crossings, known utilities and obstacles).
         o        Cable marker locations and stationing.
         o        Fiber  optic  cable  data  (type,   manufacturer,   reel  Ids,
                  sequentials, slack coils, splice points, etc.).
         o        Regeneration  Facility and Opamp Facility  locations and floor
                  plans.
         o        Drawings  will be updated  with  actual  field data during and
                  after construction.
         o        Metro area scale shall not exceed 1 inch = 200 feet.
         o        Rural area scale shall not exceed 1 inch = 500 feet.
         o        As-built  drawings  will be provided  within 90 days after the
                  Acceptance  Date,  in both  hard copy and  electronic  format.
                  Updates to the as-built  drawings  will be provided  within 60
                  days of completion of change.

<PAGE>

                                   EXHIBIT "E"
               Long Haul Network Fiber and Conduit Specifications

The intent of this Exhibit is to delineate  the  specifications  for the Grantee
Fibers and the conduit housing the Cable.  Deviations from these  specifications
may occur if Grantor acquires a portion of the Grantor System from a third party
pursuant to the Agreement.

Fiber

Grantor is installing non-zero dispersion-shifted optical fiber in the long haul
segments (i.e.,  Gateway Facility to Gateway Facility) of the Grantor System. In
the metropolitan segments, single mode fiber will be used. In any case where the
routes for Grantor's long-haul and metropolitan networks converge, Grantor shall
have the right to elect to install either type of fiber.  Grantor may substitute
alternative  fibers  if and only if such  alternative  fibers  have  performance
specifications which are at least equal to the specifications set forth below.

Non-Zero Dispersion -Shifted Optical Fiber
o        Attenuation at 1550 nm = 0.25 dB/km max
o        Attenuation at 1625 nm = 0.25 dB/km max
o        Total  Dispersion = 2.0 - 6.0 ps/nm-km for 1530 nm to 1565nm 4.5 - 11.2
         ps/nm-km for 1565nm to 1625nm
o        Effective Area (Aeff) = 72 m(2), typical
o        Polarization  Mode Dispersion = 0.20 ps max per fiber,  typical 0.08 ps
         link value
o        Mode Field Diameter = 9.20 to 10.00 im at 1550 nm
o        Cladding Diameter = 125.0 +- 1.0 im
o        Core/Clad Concentricity <= 0.5 im

Single Mode Fiber
o        Attenuation at 1310 nm = 0.40 dB/km max
o        Attenuation at 1550 nm = 0.30 dB/km max
o        Zero Dispersion wavelength = 1312nm typical
o        Wavelength cutoff<1260nm typical
o        Dispersion slope =<.0902ps typical

<PAGE>

o        Polarization  Mode  dispersion  = 0.20 ps max per  fiber,  0.10 ps link
         value
o        Mode Field Diameter = 9.2+- 0.4 im at 1310 nm & 10.4 +-0.8 at 1550 nm
o        Cladding Diameter = 125.0 +- 1.0 im
o        Core/Clad Concentricity <=0.5 im

Conduit
o        OSP Conduit SDR 11
o        1-1/4" (inside diameter)
o        High density polyethylene (HDPE) duct
o        Tensile yield 3200 psi o Flexural modulus 110,000 psi
o        Smoothwall inside & outer
o        Empty (no rope or tape)
o        Unlubricated

<PAGE>

                                   Exhibit "F"
       Long Haul Network Fiber Acceptance Testing Procedures and Standards

All splices will be performed with an industry accepted fusion splicing machine.
Grantor  will  perform two stages of testing  during the  construction  of a new
fiber cable route.  Initially,  Optical Time Domain Reflectometer ("OTDR") tests
will be  taken  from  one  direction.  As soon as  fiber  connectivity  has been
achieved to both Regeneration/Opamp  Facilities,  Grantor will verify and record
the continuity of all fibers.  Grantor will take and record power level readings
on all fibers in both  directions.  Grantor  will  bi-directional  OTDR test all
fibers.

During the initial  construction,  it is only possible to measure the fiber from
one  direction.  Because  of this,  splices  will be  qualified  during  initial
construction with an OTDR from only one direction.  The profile alignment system
or light injection detection system on the fusion splicer may be used to qualify
splices as long as a close correlation to OTDR data is established. The pigtails
will also be  qualified  at this  stage  using an OTDR and a minimum 1 km launch
reel. All measurements at this stage in construction will be taken at 1550 nm.

After   Grantor   has   completed   end-to-end   connectivity   on  the  fibers,
bi-directional  span testing will be done. These measurements must be made after
the splice  manhole  or hand hole is closed in order to check for  macro-bending
problems.  Continuity  tests  will be done to verify  that no  fibers  have been
"frogged" or crossed in any of the splice  points.  Once the pigtails  have been
spliced,  loss  measurements will be recorded using an  industry-accepted  laser
source and a power meter. OTDR traces will be taken and splice loss measurements
will be recorded. Grantor will store OTDR traces on diskette and on data sheets.
Laser Precision format will be used on all traces. Copies of all data sheets and
tables, and one set of diskettes with all traces will be available to Grantee.

The  power  loss   measurements   shall  be  made  at  1550  nm,  and  performed
bi-directionally.

OTDR traces shall be taken in both directions at 1550 nm.

The splicing standards are as follows:

<PAGE>

o        The loss value of the pigtail  connector and its associated splice will
         not exceed 0.50 dB. This value does not include the insertion loss from
         its  connection to the OSX (read  comments  below).  For values greater
         than this, the splice will be broken and respliced  until an acceptable
         loss value is achieved.  If, after three attempts,  Grantor is not able
         to produce a loss value less than 0.50 dB, the splice will be marked as
         Out-of-Spec  ("OOS") on the data sheet.  Each splicing attempt shall be
         documented  on  the  data  sheet.  (Grantor's  splicing  specifications
         include   a  target   for  a   single   mode   fiber   to  a   non-zero
         disperision-shifted  optical fiber splice of 0.15dB and the target loss
         from the fiber into a connector through the OSX and into the next fiber
         is 0.3dB.  Thus, a Grantee  connecting  into  Grantor's OSX would see a
         loss of approximately 0.5 dB from the backbone fiber into its jumper.)
o        During  installation,  and during any  restoration  activity  caused by
         fiber cuts or other events,  the objective for each splice is a loss of
         0.15 dB or less.  If,  after  three  attempts,  Grantor  is not able to
         produce  a loss  value  of less  than  0.15  dB,  then  0.25 dB will be
         acceptable.  If, after two  additional  attempts,  a value of less than
         0.25 dB is not achievable, then the splice will be marked as OOS on the
         data sheet.  Each  splicing  attempt  shall be  documented  on the data
         sheet. (Grantor's target splice loss is .08.)
o        During  end-to-end  testing of a span (a span shall be OSX to OSX), the
         objective for each splice is a  bi-directional  average loss of 0.15 dB
         or less.
o        The maximum bi-directional loss for each splice shall be 0.25 dB.
o        The entire fiber optic cable system  shall be properly  protected  from
         foreign voltage and grounded with an industry-accepted system.

The fibers shall be terminated to the OSX with SC-PC connectors (max return loss
of 0.50dB  and a  typical  of  0.57dB),  unless  another  type of  connector  is
specified.  Pigtails and jumpers shall be manufactured with standard single mode
fiber or equivalent.

Testing  for  Segments  for which the  Segment End Point is other than a Grantor
point of presence shall be performed in a coordinated  fashion,  so that Grantee
shall  connect  and test the fiber  owned by it in  conjunction  with  Grantor's
testing of the Grantee Fibers.  In the event that the entire tested portion does
not satisfy the testing  criteria set forth  herein,  Grantee and Grantor  shall
work  together in good faith to pinpoint the cause of the problem and each party
shall be  responsible  for the timely  performance of such repairs on the fibers
owned by it (so that Grantor  shall only be  responsible  for repairs  needed to
bring the Grantee Fibers into compliance

<PAGE>

with this Exhibit).  Grantor may (in the event of a dispute  respecting  testing
and  acceptance of the Grantee  Fibers within any such Segment)  arrange to have
the Grantee  Fibers  tested  only to the Segment End Point and, if such  Grantee
Fibers meet the testing criteria set forth herein, Grantee shall be obligated to
accept and pay for such Grantee Fibers (notwithstanding the fact that the fibers
connected to Grantor's point of presence may not be functioning properly).

<PAGE>

                                   Exhibit "G"
                     Maintenance Requirements and Procedures

Maintenance

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

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

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

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

o        assignment  of fiber  maintenance  technicians  to locations  along the
         route  of the  Grantor  System  initially  at  approximately  110  mile
         intervals  dependent  upon  terrain and  accessibility,  and subject to
         subsequent modification in Grantor's reasonable discretion.

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

o        "Emergency   Unscheduled   Maintenance"   in   response   to  an  alarm
         identification by Grantor's Operations Center,  notification by Grantee
         or  notification  by any third party of any  failure,  interruption  or
         impairment in the

<PAGE>

         operation of fibers within the Grantor System,  or any event imminently
         likely  to  cause  the  failure,  interruption  or  impairment  in  the
         operation of fibers within the Grantor System.

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

Operations Center

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

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

Cooperation and Coordination

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

<PAGE>

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

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

Facilities

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

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

Cable/Fibers

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

o        Grantor shall have qualified  representatives  on site any time Grantor
         has  reasonable  advance  knowledge  that  another  person or entity is
engaging in

<PAGE>

         construction  activities or otherwise  digging  within five (5) feet of
         any cable.

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

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

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

Planned Service Work Period

Scheduled  Maintenance  which is  reasonably  expected  to  produce  any  signal
discontinuity  must be  coordinated  between the parties.  Generally,  this work
should be scheduled after midnight and before 6:00 a.m. local time. Major system
work, such as fiber rolls and hot cuts,  will be scheduled for PSWP

<PAGE>

weekends.  A  calendar  showing  approved  PSWP will be agreed  upon in the last
quarter of every year for the year to come. The intent is to avoid jeopardy work
on the first and last weekends of the month and high-traffic holidays.

Restoration

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

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

<PAGE>

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

Subcontracting

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

<PAGE>

                   ASSIGNMENT AND ASSUMPTION OF IRU AGREEMENTS

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

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

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

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

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

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

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


<PAGE>





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

                                          SAVVIS COMMUNICATIONS
                                          CORPORATION, a Delaware corporation


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

                                          SAVVIS COMMUNICATIONS
                                          CORPORATION, a Missouri corporation


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



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