EXHIBIT 10.18 INTERCONNECTION AGREEMENT UNDER SECTIONS 251 AND 252 OF ...

EXHIBIT 10.18 INTERCONNECTION AGREEMENT UNDER SECTIONS 251 AND 252 OF THE TELECOMMUNICATIONS ACT OF 1996 Dated as of May 26, 1999






                                                                   EXHIBIT 10.18

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

                            Dated as of May 26, 1999

                                 by and between

                        ג–‡ג–‡ג–‡ג–‡ ATLANTIC - NEW JERSEY, INC.

                                       and

                                HARVARD NET, INC.


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

      This Interconnection Agreement (this "Agreement"), under Sections 251 and
252 of the Telecommunications Act of 1996 (the "Act"), is effective as of the
26th day of May, 1999 (the "Effective Date"), by and between ג–‡ג–‡ג–‡ג–‡ Atlantic -New
Jersey, Inc. ("BA"), a New Jersey corporation with offices at ג–‡ג–‡ג–� ג–‡ג–‡ג–‡ג–‡ג–� ג–‡ג–‡ג–‡ג–‡ג–‡ג–‡,
ג–‡ג–‡ג–‡ג–‡ג–‡ג–‡, ג–‡ג–‡ג–� ג–‡ג–‡ג–‡ג–‡ג–‡ג–‡, and Harvard Net, Inc. ("HarvardNet"), a Delaware,
corporation with offices at ג–‡ג–‡ג–� ג–‡ג–‡ג–‡ג–‡ג–‡ג–‡ג–‡ג–‡ג–‡ג–‡ ג–‡ג–‡ג–‡ג–‡ג–‡ג–‡, ג–‡ג–‡ג–‡ג–‡ג–‡ג–‡ג–‡ג–‡ג–‡ג–‡ג–�, ג–‡ג–‡ג–‡ג–‡ג–‡ג–‡ג–‡ג–‡ג–‡ג–‡ג–‡ג–‡ג–�,
ג–‡ג–‡ג–‡ג–‡ג–� (each a "Party" and, collectively, the "Parties").

      WHEREAS, Harvardnet has requested, pursuant to Section 252(i) of the Act,
that BA make available to Harvardnet Interconnection, services and unbundled
Network Elements upon the same terms and conditions as provided in the
Interconnection Agreement (and amendments thereto) between Dieca Communications,
Inc. and BA, dated as of October 7, 1998, for New Jersey, approved by the Board
under Section 252 of the Act copies of which agreement and amendments are
attached hereto as Appendix 1 (the "Separate Agreement"); and

      WHEREAS, BA has agreed, subject to the terms and conditions set forth
below, to make available to Harvardnet hereby Interconnection, services and
unbundled Network Elements upon the terms and conditions of the Separate
Agreement;

      NOW, THEREFORE, in consideration of the mutual provisions contained herein
and other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, Harvardnet and BA hereby agree as follows:

      1.0 Incorporation of Appendices by Reference

      1.1 Except as expressly stated herein, the terms and conditions of the
Separate Agreement, as it is in effect the date hereof after giving effect to
operation of law, and of the other Appendices hereto, are incorporated by
reference in their entirety herein and form an integral part of this Agreement.

      1.2 References in the Separate Agreement to Dieca Communications, Inc. or
to Covad shall for purposes of this Agreement be deemed to refer to Harvardnet.

      1.3 References in Appendix 1 hereto to the "Effective Date", the date of
effectiveness thereof and like provisions shall for purposes of this Agreement
be deemed to refer to the date first written above. Unless terminated earlier in
accordance with the terms of the Separate Agreement, this Agreement shall
continue in effect until March 15, 2001, unless extended pursuant to Section
22.1 of the Separate Agreement. If the parties to the Separate Agreement
terminate that agreement prior to the above date, such termination shall have no
impact on the term or effectiveness of this Agreement.


      1.4 All references in the Separate Agreement to "800/888" shall be deleted
in their entirety and replaced with the following: "800/888/877" and other such
toll free numbers.

      1.5 All usage data to be provided pursuant to Sections 6.3.10 of the
Separate Agreement shall be sent to the following address on behalf of
Harvardnet:

            Harvard Net, Inc.
            Attn: ג–‡ג–‡ג–‡ג–‡ג–� ג–‡ג–‡ג–‡ג–‡ג–‡ג–‡
                  Vice President of Operations
            ג–‡ג–‡ג–� ג–‡ג–‡ג–‡ג–‡ג–‡ג–‡ג–‡ג–‡ג–‡ג–‡ ג–‡ג–‡ג–‡ג–‡ג–‡ג–‡
            ג–‡ג–‡ג–‡ג–‡ג–‡ג–‡ג–‡ג–‡ג–‡ג–‡ג–�, ג–‡ג–‡ ג–‡ג–‡ג–‡ג–‡ג–�

      1.6 All certificates or other proof of insurance to be sent to BA under
Section 21.3 of the Separate Agreement shall be sent to the following address:

            Director - Interconnection Services
            ג–‡ג–‡ג–‡ג–‡ Atlantic - Telecom Industry Services
            Room 1423
            1095 Avenue of the Americas
            ג–‡ג–‡ג–� ג–‡ג–‡ג–‡ג–‡, ג–‡ג–‡ג–� ג–‡ג–‡ג–‡ג–‡ ג–‡ג–‡ג–‡ג–‡ג–�

      1.7 All notices, affidavits, exemption-certificates or other
communications to Harvardnet under Section 29.6.7 of the Separate Agreement
shall be sent to the following address:

            Harvard Net, Inc.
            Attn: ג–‡ג–‡ג–‡ג–‡ג–‡ג–‡ג–� ג–‡ג–‡ג–‡ג–‡ג–‡ג–‡ג–‡ג–‡ג–‡ג–‡
                  General Counsel
            ג–‡ג–‡ג–� ג–‡ג–‡ג–‡ג–‡ג–‡ג–‡ג–‡ג–‡ג–‡ג–‡ ג–‡ג–‡ג–‡ג–‡ג–‡ג–‡
            ג–‡ג–‡ג–‡ג–‡ג–‡ג–‡ג–‡ג–‡ג–‡ג–‡ג–�, ג–‡ג–‡  ג–‡ג–‡ג–‡ג–‡ג–�
            Telephone: (ג–‡ג–‡ג–�) ג–‡ג–‡ג–�-ג–‡ג–‡ג–‡ג–‡ (Ext. 607)
            Facsimile: (ג–‡ג–‡ג–�) ג–‡ג–‡ג–�-ג–‡ג–‡ג–‡ג–‡

      1.8 All notices, affidavits, exemption-certificates or other
communications to BA under Section 29.6.7 of the Separate Agreement shall be
sent to the following address:

            Tax Administration
            ג–‡ג–‡ג–‡ג–‡ Atlantic Corporation
            1095 Avenue of the Americas
            ג–‡ג–‡ג–‡ג–‡ ג–‡ג–‡ג–‡ג–‡
            ג–‡ג–‡ג–� ג–‡ג–‡ג–‡ג–‡, ג–‡ג–‡ג–� ג–‡ג–‡ג–‡ג–‡ ג–‡ג–‡ג–‡ג–‡ג–�
            Telephone: (ג–‡ג–‡ג–�) ג–‡ג–‡ג–�-ג–‡ג–‡ג–‡ג–‡
            Facsimile: (ג–‡ג–‡ג–�) ג–‡ג–‡ג–�-ג–‡ג–‡ג–‡ג–‡

      1.9 Notices to Harvardnet under Section 29.10 of the Separate Agreement
shall be


sent to the following address:

            Harvard Net, Inc.
            Attn: ג–‡ג–‡ג–‡ג–‡ג–‡ג–‡ג–� ג–‡ג–‡ג–‡ג–‡ג–‡ג–‡ג–‡ג–‡ג–‡ג–‡
                  General Counsel
            ג–‡ג–‡ג–� ג–‡ג–‡ג–‡ג–‡ג–‡ג–‡ג–‡ג–‡ג–‡ג–‡ ג–‡ג–‡ג–‡ג–‡ג–‡ג–‡
            ג–‡ג–‡ג–‡ג–‡ג–‡ג–‡ג–‡ג–‡ג–‡ג–‡ג–�, ג–‡ג–‡  ג–‡ג–‡ג–‡ג–‡ג–�
            Telephone: (ג–‡ג–‡ג–�) ג–‡ג–‡ג–�-ג–‡ג–‡ג–‡ג–‡
            Facsimile: (ג–‡ג–‡ג–�) ג–‡ג–‡ג–�-ג–‡ג–‡ג–‡ג–‡

      1.10 Notices to BA under Section 29.10 of the Separate Agreement shall be
sent to the following address:

            President - Telecom Industry Services
            ג–‡ג–‡ג–‡ג–‡ Atlantic Corporation
            1095 Avenue of the ג–‡ג–‡ג–‡ג–‡ג–‡ג–‡ג–‡ג–‡
            ג–‡ג–‡ג–‡ג–‡ ג–‡ג–‡ג–‡ג–‡ג–�
            ג–‡ג–‡ג–� ג–‡ג–‡ג–‡ג–‡, ג–‡ג–‡ג–� ג–‡ג–‡ג–‡ג–‡ ג–‡ג–‡ג–‡ג–‡ג–�
            Facsimile: (ג–‡ג–‡ג–�) ג–‡ג–‡ג–�-ג–‡ג–‡ג–‡ג–‡

            with a copy to:

            ג–‡ג–‡ג–‡ג–‡ Atlantic Network Services, Inc.
            Attn: ג–‡ג–‡ג–‡ג–‡ ג–�. ג–‡ג–‡ג–‡ג–‡ג–�
                  Associate General Counsel
            ג–‡ג–‡ג–‡ג–‡ ג–�. ג–‡ג–‡ג–‡ג–‡ג–� ג–‡ג–‡ג–‡ג–‡ג–� ג–‡ג–‡ג–‡ג–‡, ג–‡ג–‡ג–� ג–‡ג–‡ג–‡ג–‡ג–�
            ג–‡ג–‡ג–‡ג–‡ג–‡ג–‡ג–‡ג–‡ג–�, ג–‡ג–‡ג–‡ג–‡ג–‡ג–‡ג–‡ג–‡ ג–‡ג–‡ג–‡ג–‡ג–�
            Telephone: (ג–‡ג–‡ג–�) ג–‡ג–‡ג–�-ג–‡ג–‡ג–‡ג–‡
            Facsimile: (ג–‡ג–‡ג–�) ג–‡ג–‡ג–�-ג–‡ג–‡ג–‡ג–‡

            with a copy to:

            ג–‡ג–‡ג–‡ג–‡ Atlantic - New Jersey, Inc.
            Attn: General Counsel
            ג–‡ג–‡ג–� ג–‡ג–‡ג–‡ג–‡ג–� ג–‡ג–‡ג–‡ג–‡ג–‡ג–‡
            ג–‡ג–‡ג–‡ג–‡ג–‡ג–‡, ג–‡ג–‡ג–� ג–‡ג–‡ג–‡ג–‡ג–‡ג–‡ ג–‡ג–‡ג–‡ג–‡ג–�

      1.11 The rates, charges and other terms set forth in Appendix 2 hereto
shall replace and supersede in their entirety the rates, charges and other terms
set forth in Exhibit A to the Separate Agreement.

      1.12 Schedules 3.0 and 4.0 set forth at Appendix 3 hereto shall replace
and supersede in their entirety Schedules 3.0 and 4.0 of the Separate Agreement.

      2.0 Clarifications


      2.1 The entry into, filing and performance by the Parties of this
Agreement does not in any way constitute a waiver by either Party of any of the
rights and remedies it may have to seek review of any of the provisions of the
Separate Agreement, or to petition the Commission, other administrative body or
court for reconsideration or reversal of any determination made by any of them,
or to seek review in any way of any portion of this Agreement in connection with
Harvardnet's election under Section 252(i) of the Act.

      2.2 Notwithstanding any other provisions of this Agreement, where the
state so mandates, BA shall have no obligation to perform under this Agreement
until such time as Harvardnet has obtained a Certificate of Public Convenience
and Necessity ("CPCN") or such other Board authorization as may be required by
law as a condition for conducting business in the State of New Jersey as a local
exchange carrier, provided that, this restriction does not apply to BA's
obligation to provide Collocation or any other tariffed service to Harvardnet
irrespective of Harvardnet's CPCN status.

      2.3 The Parties shall meet within thirty (30) days of the Effective Date,
or at such other time to which the Parties mutually agree, to exchange
information and to discuss in good faith the implementation issues addressed in
Section 10.1 (ְײּלֳּappֲֿװ״t Network Implementation and Grooming Process).


      IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be
executed as of this 26th day of May, 1999.


HARVARD NET, INC.                       ג–‡ג–‡ג–‡ג–‡ ATLANTIC - NEW JERSEY, INC.


By: /s/ ג–‡ג–‡ג–‡ג–‡ ג–‡ג–‡ג–‡ג–‡ג–‡ג–‡ג–‡ג–‡                   By: /s/ ג–‡ג–‡ג–‡ג–‡ג–‡ג–‡ג–� ג–�. ג–‡ג–‡ג–‡ג–‡ג–‡ג–‡ג–�
    ---------------------------             -----------------------------------


Printed: ג–‡ג–‡ג–‡ג–‡ ג–‡ג–‡ג–‡ג–‡ג–‡ג–‡ג–‡ג–‡                  Printed: ג–‡ג–‡ג–‡ג–‡ג–‡ג–‡ג–� ג–�. ג–‡ג–‡ג–‡ג–‡ג–‡ג–‡ג–�
         ----------------------                  --------------------------

Title: President and Chief              Title: Vice-President - Interconnection
       Executive Officer                       Services Policy & Planning
       ------------------------                --------------------------------


                                                                      APPENDIX 2

                                                                       EXHIBIT A

                        ג–‡ג–‡ג–‡ג–‡ ATLANTIC - NEW JERSEY, INC.

                      DETAILED SCHEDULE OF ITEMIZED CHARGES

A.  BA SERVICES, FACILITIES, AND ARRANGEMENTS: (1)



Service or Element Description:                               Recurring Charges:          Non-Recurring Charge:
-------------------------------                               ------------------          ---------------------
                                                                                    
I.  Local Call Termination(2)
     Traffic Delivered at BA End Office                       $.001846/MOU                Not Applicable
     Traffic Delivered at BA Tandem
                                                              $.003738/MOU                Not Applicable

II.  Unbundled Transport
     A.  Dedicated Transport
         Voice Grade/DS-0                                     $11.28/Month &              All:
                                                              $.0238/Mile/Month           $23.55/Service Order
                                                                                          $387.77/Initial Facility &
         DS-1                                                 $39.83/Month &              $26.25/Additional Facility(3)
                                                              $.48/Mile/Month

         DS-3                                                 $529.78/Month &
                                                              $13.40/Mile/Month

         DDS                                                  $11.69/Month
                                                              $.03/Mile/Month


----------
(1) Unless a citation is provided to a generally applicable BA tariff, all
listed rates and services are available only to HarvardNet purchasing these
services for use in the provision of Telephone Exchange Service, and apply only
to Local Traffic and local Ancillary Traffic. BA rates and services for use by
HarvardNet in the carriage of Toll Traffic shall be subject to BA's tariffs for
Exchange Access Service. Adherence to these limitations is subject to a
reasonable periodic audit by BA.

      As applied to wholesale discount rates, unbundled Network Elements or call
transport and/or termination of Local Traffic purchased for the provision of
Telephone Exchange Service or Exchange Access, the rates and charges set forth
in Exhibit A, incorporate the New Jersey Board of Public Utilities approved
rates in Docket TX95120631 and interim rates that are subject to review by the
Board. These rates shall apply until such time as they are replaced by new rates
as may be approved or allowed into effect by the Board from time to time,
subject however, to any stay or other order issued by any court of competent
jurisdiction. At such time(s) as such new rates have been approved or allowed
into effect by the Board, the Parties shall amend Exhibit A to reflect the new
approved rates.

(2) See note 18 regarding measurement and calculation of local traffic
termination charges.

(3) The additional facilities rate applies only to additional transport
facilities purchased when the initial facility is ordered.


                                                                      APPENDIX 2



Service or Element Description:                               Recurring Charges:          Non-Recurring Charge:
-------------------------------                               ------------------          ---------------------
                                                                                    
II.  Unbundled Transport (Continued)

     B.  Common Transport
         Tandem Switching                                     $.001471/MOU                Not Applicable
         Tandem-Switched Transport                            $.0002486/MOU &             Not Applicable
                                                              $.0000012/MOU/ Mile

     C.  Entrance Facilities
                                                                                          All:

                                                                                          $23.55/Service Order
                                                                                          plus installation
                                                                                          charges for each
                                                                                          initial and additional
                                                                                          facility purchased at
                                                                                          the time of order:

         2-Wire Voice Grade Channel Termination               $18.16/Month                $664.62/Initial &
                                                                                          $377.72/Additional

         4-Wire Voice Grade Channel Termination               $38.75/Month                $888.69/Initial &
                                                                                          $508.74/Additional

         DS-1 to Voice Grade Multiplexing                     $84.54/Month                $532.38/Initial &
                                                                                          $532.38/Additional

         DS-1 Channel Termination                             $146.30/Month               $737.17/Initial &
                                                                                          $425.28/Additional

         DS-3 to DS-1 Multiplexing                            $286.11/Month               $532.38/Initial &
                                                                                          $532.38/Additional


         DS-3 Channel Termination                             $938.88/Month               $737.17/Initial &
                                                                                          $425.28/Additional



2


                                                                      APPENDIX 2



Service or Element Description:                               Recurring Charges:          Non-Recurring Charge:
-------------------------------                               ------------------          ---------------------
                                                                                    
II.  Unbundled Transport (Continued)

     D.  Digital Cross-Connect System(4)
         Service Establishment                                Not Applicable              $2,009.14
         Database Modification                                Not Applicable              $159.82/Modification
                                                                                          Request
         Reconfiguration by BA personnel                      Not Applicable              $34.65/Programming
                                                                                          Charge/Half Hour
         DS-0 Cross-Connect                                   $20.75/Port/Month           $28.35/Port
         DS-1 Cross-Connect                                   $72.93/Port/Month           $35.54/Port


     E.  Mid-span meet arrangements                           To be charged in accordance with the
                                                              requirements of Section 4.3 of the Agreement

     F. Tandem Transit arrangements for Local                                             Separate trunks required
     Traffic between HarvardNet and carriers                                              IXC subtending trunks
     other than ג–‡ג–‡ג–‡ג–‡ for Atlantic that subtend
     a ג–‡ג–‡ג–‡ג–‡ Atlantic Tandem Switch. (Not
     applicable to Toll Traffic when Meet Point
     Billing Arrangement applies; Separate
     trunks required for IXC subtending trunks)

         Tandem Switching                                     $.001471/MOU                Per Section II. above and
                                                                                          V., as applicable
         Switched Transport                                   $.0002486/MOU &
                                                              $.0000012/MOU/ Mile


----------
(4) All Digital Cross-Connect rates are interim rates until permanent rates are
established by the Commission.


3


                                                                      APPENDIX 2



Service or Element Description:                               Recurring Charges:          Non-Recurring Charge:
-------------------------------                               ------------------          ---------------------
                                                                                    
III.  Unbundled Switching

     A.  Local Switching Ports
         POTS/PBX/Centrex                                     $1.90/Port/Month            $23.55/Service Order
                                                                                          $9.16/Installation
                                                                                          /Port
         ISDN (PRI)                                           $131.11/Port/Month          $30.26/Service Order
                                                                                          $120.41/Installation
                                                                                          /Port
         ISDN (BRI)                                           $11.45/Port/Month           $30.26/Service Order
                                                                                          $20.19/Installation
                                                                                          /Port
         Public/Semi-Public                                   $3.25/Port/Month            $23.55/Service Order
                                                                                          $9.16/Installation
                                                                                          /Port
         DID                                                  $4.36/Port/Month            $23.55/Service Order
                                                                                          $770.34/Installation
                                                                                          /Port

     B.  Tandem Switching Usage                               $.001471/MOU                Not Applicable



4


                                                                      APPENDIX 2



Service or Element Description:                               Recurring Charges:          Non-Recurring Charge:
-------------------------------                               ------------------          ---------------------
                                                                                    
III.  Unbundled Switching (Continued)

     C.  Local Switching Usage
         POTS Originating With Vertical Features              $.005418/MOU

         POTS Terminating With Vertical Features              $.003207/MOU
         ISDN Originating Digital Switched Voice With         $.003002/MOU                All ISDN:
         Vertical Features                                                                $12.41/Service Order
                                                                                          $.14/Installation
         ISDN Terminating Digital Switched Voice              $.001510/MOU
         ISDN Originating Digital Circuit Switched Data       $.001751/MOU
         ISDN Terminating Digital Circuit Switched Data       $.001510/MOU

     D.  POTS Features
         PBX                                                  $.000726/MOU                Both:
                                                                                          $12.41/Service Order
         Multi-Line Hunting                                   $.000002/MOU                $.14/Installation

     E.  Centrex Features
         UCD                                                  $.000932/MOU                All:
                                                                                          $12.41/Service Order
         Hunting                                              $.000003/MOU                $.14/Installation
         Queuing                                              $.000486/MOU
         Intercom & Features                                  $.025131/MOU
         Attendant                                            $.026413/MOU
         Attendant Console                                    $.031847/MOU
         Centralized Attendant Services                       $.216809/MOU
         Attendant Access Code Dialing                        $.047949/MOU
         Automatic Route Selection                            $.000422/MOU
         Electronic Tandem Switching                          $.001833/MOU

     F.  ISDN Centrex Feature                                 $.006666/MOU                $12.41/Service Order
                                                                                          $.14/Installation



5


                                                                      APPENDIX 2



Service or Element Description:                               Recurring Charges:          Non-Recurring Charge:
-------------------------------                               ------------------          ---------------------
                                                                                    
IV.  Unbundled Loops
     POTS (analog 2-Wire)                                     Density Cell:               Service Order: $23.55
                                                              1 - $11.95/Month            Installation:
                                                              2 - $16.02/Month            If premises visit not
                                                              3 - $20.98/Month            required, initial & each
                                                                                          additional loop - $8.61

                                                                                          If premises visit required,
                                                                                          initial loop - $83.69

                                                                                          If premises visit required,
                                                                                          additional loop - $29.58

     ISDN                                                     Density Cell:               Service Order: $30.26
                                                              1 - $15.02/Month            Installation:
                                                              2 - $19.58/Month            If premises visit not
                                                              3 - $25.12/Month            required, initial & each
                                                                                          additional loop - $20.19

                                                                                          If premises visit required,
                                                                                          initial loop - $95.26

                                                                                          If premises visit required,
                                                                                          additional loop - $41.15

     Customer Specified Signaling - 2-Wire                    Density Cell:               Service Order: $23.55
                                                              1 - $13.39/Month            Installation:
                                                              2 - $17.95/Month            If premises visit not
                                                              3 - $23.50/Month            required, initial & each
                                                                                          additional loop - $58.84

                                                                                          If premises visit required,
                                                                                          initial loop - $146.87

                                                                                          If premises visit required,
                                                                                          additional loop - $92.76



6


                                                                      APPENDIX 2



Service or Element Description:                               Recurring Charges:          Non-Recurring Charge:
-------------------------------                               ------------------          ---------------------
                                                                                    
IV.  Unbundled Loops (Continued)
     Customer Specified Signaling - 4-Wire                    Density Cell:               Service Order: $23.55
                                                              1 - $28.85/Month            Installation:
                                                              2 - $38.52/Month            If premises visit not
                                                              3 - $49.59/Month            required, initial & each
                                                                                          additional loop - $58.84

                                                                                          If premises visit required,
                                                                                          initial loop - $146.87

                                                                                          If premises visit required,
                                                                                          additional loop - $92.76

     DS-1                                                     Density Cell:               Service Order: $23.55
                                                              1 - $128.40/Month           Installation:
                                                              2 - $144.80/Month           If premises visit not
                                                              3 - $177.50/Month           required, initial & each
                                                                                          additional loop - $58.84

                                                                                          If premises visit required,
                                                                                          initial loop - $146.87

                                                                                          If premises visit required,
                                                                                          additional loop - $92.76

     2 Wire ADSL Loops                                        ג–‡ג–‡ג–�                         ג–‡ג–‡ג–�
     2 Wire & 4 Wire HDSL Loops                               ג–‡ג–‡ג–�                         ג–‡ג–‡ג–�
     Distance Extensions for various ULL types for            ג–‡ג–‡ג–�                         ג–‡ג–‡ג–�
     distances exceeding transmission characteristics in
     applicable technical references.



7


                                                                      APPENDIX 2



Service or Element Description:                               Recurring Charges:          Non-Recurring Charge:
-------------------------------                               ------------------          ---------------------
                                                                                    
V.  Collocation Cross-Connection

     A.  Voice Grade Loop
         Physical DS0 CO side to equipment                    $.84/Month                  Not Applicable
         Virtual DS0 with RFT CO side MDF to equipment        $2.06/Month                 Not Applicable

         Virtual DS1 with EDSX (1DS1 + 24 DS0s with IDLC)     $93.37/Month                Both:
                                                                                          $23.55/Service Order
                                                                                          $460.67/Initial
         Virtual DS1 with CFA (24DS0s with IDLC)              $71.02/Month                Installation &
                                                                                          $217.10/Additional
                                                                                          Installations
     B.  Other
         Physical DS3 or DS1 Cable Rack                       $1.03/Month                 Not Applicable
         Physical DS3                                         $118.89/Month               All:
                                                                                          $23.55/Service Order
         Physical DS1                                         $21.60/Month                $399.48/Initial
                                                                                          Installation &
         Virtual DS3                                          $124.75/Month               $201.80/Additional
                                                                                          Installations
         Virtual DS1                                          $22.35/Month

VI.  Time and Materials
     Special Construction                                     As applicable per BA-NJ Tariff B.P.U.-NJ-No.2,
                                                              Exchange and Network Services, Section A4

     Service Technician (service work on unbundled loops      Not Applicable              $11.17/Service Order
     outside of the Central Office)                                                       $34.78/Premises Visit
                                                                                          $12.95 Labor Charge/ Per
                                                                                          Quarter Hour After First
                                                                                          Quarter Hour

     Central Office Technician                                Not Applicable              $11.17/Service Order
                                                                                          $13.07 Labor Charge/ Per
                                                                                          Quarter Hour or Fraction
                                                                                          Thereof



8


                                                                      APPENDIX 2



Service or Element Description:                               Recurring Charges:          Non-Recurring Charge:
-------------------------------                               ------------------          ---------------------
                                                                                    
VII.  Signaling and Databases

     A.  STP Port
         Termination                                          $576.31/Month               $100.60/Port
         Access(5)                                            $.61/Mile/Month             $23.55/Service Order
                                                                                          $304.29/Initial Facility &
                                                                                          $26.25/Additional Facility

     B.  800/888 Database
         Basic Query                                          $.000757/Query              Not Applicable
         Vertical Query                                       $.000268/Query              Not Applicable

     C.  LIDB Validation
         Calling Card                                         $.016280/Query              Not Applicable
         Billed Number Screening                              $.016280/Query              Not Applicable
         LIDB Point Codes(6)                                  Not Applicable              $86.88/Point Code
         Storage of Requesting HarvardNet's Data in LIDB
         Database(7)                                          Not Applicable              $1,487.64 Service
                                                                                          Establishment

     D.  AIN Service Creation (ASC) Service(8)
         1.  Developmental  Charges
              Service Establishment                           Not Applicable              $895.73
              Service Creation Access Port                    $105.12/Port/Month          Not Applicable
              Service Creation Usage
                  a.  Remote Access                           $1,146.57/Day               Not Applicable
                  b.  On-Premise                              $1,146.57/Day               Not Applicable
              Certification & Testing                         $78.02/Hour                 Not Applicable
              Help Desk Support                               $82.57/Hour                 Not Applicable


----------
(5) Interim rates until permanent rates are established by the Commission.
(6) Interim rates until permanent rates are established by the Commission.
(7) Interim rates until permanent rates are established by the Commission.
(8) Interim rates until permanent rates are established by the Commission.


9


                                                                      APPENDIX 2



Service or Element Description:                               Recurring Charges:          Non-Recurring Charge:
-------------------------------                               ------------------          ---------------------
                                                                                    
     D.  AIN Service Creation (ASC) Service(9) (Continued)

         2.  Service Charges
              Subscription  Charge                            $4.65/Month                 Not Applicable
              Database Queries
                  a.  Network Query                           $.0006/Query                Not Applicable
                  b.  HarvardNet Network Query                $.0006/Query                Not Applicable
                  c.  HarvardNet Switch Query                 $.0006/Query                Not Applicable

              Trigger Charge
                  a.  Line Based                              $.0008/Query                Not Applicable
                  b.  Office Based                            $.0008/Query                Not Applicable

              Utilization Element                             $.0004/ACU                  Not Applicable

              Service Activation Charge
                  a.  Network Service Activation              Not Applicable              $15.21/Service
                                                                                          Activated/Line
                  b.  HarvardNet Network Service Activation   Not Applicable              $15.21/Service
                                                                                          Activated/Line
                  c.  HarvardNet Switch Service Activation    Not Applicable              $15.21/Service
                                                                                          Activated/Line
              Service Modification
                  a.  DTMF Update                             $.11/Occurrence             Not Applicable

              Switch Based Announcement                       $.004/Announcement          Not Applicable

VIII.  Directory Listings & Books

     Primary Listing                                          Not Applicable              $1.00/Listing/No.

     Additional Tariffed Listing Services                     BA-NJ Tariff B.P.U.-N.J.-NO.2, Exchange and Network
                                                              Services, Section A5.7.1.

     Books & delivery (annual home area directories only)     No charge for normal numbers of books delivered to
                                                              end users; bulk deliveries to HarvardNet per
                                                              separate arrangement


----------
(9) Interim rates until permanent rates are established by the Commission.


10


                                                                      APPENDIX 2



Service or Element Description:                               Recurring Charges:          Non-Recurring Charge:
-------------------------------                               ------------------          ---------------------
                                                                                    
IX.  Operator Services/Directory Assistance
     Direct Access                                            $.0344/Query                $32,964.80/Link(10)

         Service Establishment                                Not Applicable              $15,390.10/Customer(11)

     Directory Assistance                                     $.3110/Call                 Not Applicable

     Directory Transport(12)
         Tandem Switching                                     $.001520/Call               Not Applicable
         Tandem Switched Transport                            $.000211/Call &             Not Applicable
                                                              $.ג–‡ג–‡ג–‡ג–‡ג–‡ג–‡/Mile/Call

     Operator Services - Live                                 $.ג–‡ג–‡ג–‡ג–‡ג–‡ג–‡/Operator Work      Not Applicable
                                                              Second
     Operator Services - Automated(13)                        $.000215/Automated Word     Not Applicable
                                                              Second

     Branding for Directory Assistance and/or Operator        Not Applicable              $18,417.30/ Message
     Services(14)

     Carrier-to-Carrier LSV/VCI Requests                      $.ג–‡ג–‡ג–‡ג–‡ג–‡ג–‡/Operator Work      Not Applicable
                                                              Second

X.   Access to Operation Support Systems
     A.  Pre-Ordering                                         $.26/Query                  Not Applicable
     B.  Ordering                                             $4.22/Transaction           Not Applicable
     C.  Provisioning                                         Included in Ordering        Not Applicable
     D.  Maintenance & Repair
          1.  ECG Access                                      $.26/Query                  Not Applicable
          2.  EB/OSI Access                                   $1.18/Trouble Ticket        Not Applicable


----------
(10) Interim rates until permanent rates are established by the Commission.
(11) Interim rates until permanent rates are established by the Commission.
(12) Interim rates until permanent rates are established by the Commission.
(13) Interim rates until permanent rates are established by the Commission.
(14) Interim rates until permanent rates are established by the Commission.


11


                                                                      APPENDIX 2



Service or Element Description:                               Recurring Charges:          Non-Recurring Charge:
-------------------------------                               ------------------          ---------------------
                                                                                    
X.  Access to Operation Support Systems (Continued)



12


                                                                      APPENDIX 2



Service or Element Description:                               Recurring Charges:          Non-Recurring Charge:
-------------------------------                               ------------------          ---------------------
                                                                                    
     E.  Billing
         1.  CD-ROM                                           $249.57/CD-ROM              Not Applicable
         2.  Daily Usage File
              a.  Existing Message Recording                  $.000262/Message            Not Applicable
              b.  Delivery of DUF
                  Data Tape                                   $17.40/Tape                 $62.14/Programming Hour
                  Network Data Mover                          $.000101/Message            Not Applicable
                  CMDS                                        $.000101/Message            $62.14/Programming Hour

              c.  DUF Transport
                  9.6 kb Communications Port                  $10.37/Month                $7,660.42/Port
                  56 kb Communications Port                   $28.63/Month                $31,727.40/Port
                  256 kb Communications Port                  $28.63/Month                $52,773.67/Port
                  T1 Communications Port                      $363.65/Month               $188,311.65/Port
                  Line Installation                           Not Applicable              $62.14/Programming Hour
                  Port Set-up                                 Not Applicable              $9.98/Port
                  Network Control Programming Coding          Not Applicable              $62.14/Programming Hour

XI.  Exchange Access Service
     Interstate                                               Per BA-FCC Tariff NO. 1
     Intrastate                                               Per BA- NJ Tariff B.P.U.-N.J.-NO. 2, Access Service

XII. Number Portability
     Interim (using RCF)                                      $1.00/Number/Mo.            Not Applicable

     Permanent                                                Per permanent funding mechanism when established.



13


                                                                      APPENDIX 2



Service or Element Description:                               Recurring Charges:          Non-Recurring Charge:
-------------------------------                               ------------------          ---------------------
                                                                                    
XIII.  911/E911
     Transport                                                                 Per section II above.
     Data Entry and Maintenance                                                      No Charge

XIV.  Poles Conduits & ROW                                    Per contract rates pursuant to 47 U.S.C. sec. 224

                                                              Illustrative:

                                                                Duct: $5.00/Foot/Year

                                                                Pole: $4.52/Attachment/Year

XV.  Network Interface Device (NID)
                                                              $.68/Month                  Not Applicable

XVI.  Access to Telephone Numbers (NXX codes issued per                              No Charge
ICCF Code Administration Guidelines)

XVII.  Local Dialing Parity                                                          No Charge

XVIII.  Customized Routing

     To Reseller Platform                                     $.31086/Line/Month          $4.83/Line

     To BA Platform for Re-Branding                           .077715/Call15              $4.83/Line

     Customized Routing Transport                                              Per section II above.


----------
(15) Interim rates until permanent rates are established by the Commission.


14


                                                                      APPENDIX 2



Service or Element Description:                               Recurring Charges:          Non-Recurring Charge:
-------------------------------                               ------------------          ---------------------
                                                                                    
XIX.  Wholesale Discount for Resale of Retail
      Telecommunications Services(16)

      Resale of retail services if HarvardNet provides own    20.03%
      operator services platform

      Resale of retail services if HarvardNet uses ג–‡ג–‡ג–‡ג–‡       17.04%
      Atlantic operator services platform


----------
(16) Excludes telecommunications services designed primarily for wholesale, such
as switched and special exchange access service, and, subject to Section 12 of
the Agreement, the following additional arrangements that are not subject to
resale: limited duration (90 days or less) promotional offerings, public coin
telephone service, and technical and market trials. Taxes shall be collected and
remitted by the reseller and BA in accordance with legal requirements and as
agreed between the Parties. Surcharges (e.g., 911, telecommunications relay
service, universal service fund) shall be collected by the reseller and either
remitted to the recipient agency or NECA, or passed through to BA for remittance
to the recipient agency or NECA, as appropriate and agreed between the Parties.
End user common line charges shall be collected by the reseller and remitted to
BA.

      Pending establishment of mechanized billing procedures adapted to resale,
BA will apply the wholesale discount for resale as a "bottom-of-the-ג–‡ג–‡ג–‡ג–‡"
discount rate and will utilize a "true-up" process to correct possible
inadvertent application of the wholesale discount to the exclusions identified
herein and to reflect other adjustments as the Parties agree.


15


                                                                      APPENDIX 2



Service or Element Description:                               Recurring Charges:          Non-Recurring Charge:
-------------------------------                               ------------------          ---------------------
                                                                                    
B.  HarvardNet SERVICES, FACILITIES, AND ARRANGEMENTS:

I.   Local Call Termination(17)
     Traffic Delivered at End Office                          $.001846/MOU                Not Applicable
     Traffic Delivered at Tandem
                                                              $.003738/MOU                Not Applicable

II.  Number Portability
     Interim (using RCF)                                      $1.00/Number/Mo.            Not Applicable
     Permanent                                                Per permanent funding mechanism when established.

III. Exchange Access Service
     Interstate                                               Per HarvardNet FCC exchange access tariff.
     Intrastate                                               Per HarvardNet NJ tariff exchange access tariff.

IV.  All Other HarvardNet Services Available to BA for        Available at HarvardNet's tariffed or otherwise
     Purposes of Effectuating Local Exchange Competition      generally available rates, not to exceed BA rates for
                                                              equivalent services available to HarvardNet.


----------
(17) See note 18 regarding measurement and calculation of local traffic
termination charges.


16


                                                                      APPENDIX 2

18    LOCAL TRAFFIC TERMINATION RATES

A.    Charges by BA

      (a)   Traffic delivered to BA Access Tandem: $.003738 per mou.

      (b)   Traffic delivered directly to terminating BA End Office: $.001846
            per mou.

B.    Charges by HarvardNet

1.    Single-tiered interconnection structure: HarvardNet's rates for the
      termination of BA's Local Traffic under the single-tiered interconnection
      structure shall be recalculated once each year on each anniversary of the
      Effective Date (the "Rate Determination Date"). The methodology for
      recalculating the rates is as follows:

            Access Tandem Minutes = Total minutes of use of Local Traffic
            delivered by HarvardNet to the BA Access Tandem for most recent
            billed quarter.

            End Office Minutes = Total minutes of use Local Traffic delivered by
            HarvardNet directly to the terminating BA End Office for most recent
            billed quarter.

            Total Minutes = Total minutes of use of Local Traffic delivered by
            HarvardNet to BA for most recent billed quarter.

      HarvardNet Charge at the HarvardNet-IP =

      (Access Tandem Minutes x $.003738) + (End Office Minutes x $.001846)
      --------------------------------------------------------------------
                                  Total Minutes

      For the first year after the Effective Date, the HarvardNet charge shall
      be calculated based on the traffic data of the quarter immediately
      preceding such Effective Date, or if no such traffic exists, on the
      proportion of local call termination trunks to BA End Offices and to BA
      Access Tandems.

2.    Multiple-tiered interconnection structure (if offered by HarvardNet to any
      carrier)

      (a)   Local Traffic delivered to HarvardNet Access Tandem: $.003738

      (b)   Local Traffic delivered to terminating HarvardNet End Office/node:
            $.001846

C.    Miscellaneous Notes

1. The HarvardNet termination rate under the single-tiered interconnection
structure set forth above is intended to be a Local Traffic termination rate for
Interconnection to the HarvardNet-IP within each LATA that is reciprocal and
equal to the actual rates that will be charged by BA to HarvardNet under the
two-tiered Local Traffic termination rate structure described above that will
apply after the first anniversary of the Effective Date. The single HarvardNet
termination rate is also intended to provide financial incentives to HarvardNet
to deliver traffic directly to BA's terminating End Offices once HarvardNet's
traffic volumes reach an appropriate threshold.


17


                                                                      APPENDIX 3

SCHEDULE 3.0

INITIAL NETWORK IMPLEMENTATION SCHEDULE FOR NEW JERSEY

      In accordance with the provisions of Section 3 of the Agreement, the
Parties shall make their best efforts to meet the following initial Milestones
no later than the listed Dates.

===============================================================================
LATA in New Jersey   Milestone                                Date
-------------------------------------------------------------------------------
LATA ___             LATA Start Date                          TBD
                     ----------------------------------------------------------
                     SS7 Certification, Collocation,          TBD
                     Operator Services/DA Facilities, and
                     NXX(s) Applied For
                     ----------------------------------------------------------
                     Parties Agree on Trunking Arrangements   TBD
                     for Traffic Exchange
                     ----------------------------------------------------------
                     Valid Access Service Request(s)          TBD
                     ("ASRs") for Traffic Exchange Trunk
                     Groups and Routing Information Received
                     by BA
                     ----------------------------------------------------------
                     Valid Orders for 911 Facilities          TBD
                     Received by BA
                     ----------------------------------------------------------
                     All Trunks (Traffic Exchange, Operator   TBD
                     Services/DA, 911) Tested and Turned Up
                     ----------------------------------------------------------
                     SS7 Certification Achieved; (1)          TBD
                     Collocation Arrangements Complete for
                     Trunk Interconnection and Access to
                     Network Elements(2)
                     ----------------------------------------------------------
                     Arrangements for Alternate-Billed Calls  TBD
                     Agreed Upon

                     Call-through Testing Completed;          TBD
                     "Interconnection Activation Date"
===============================================================================

      Failure of a Party or the Parties to meet an earlier Milestone Date shall
not relieve either Party of the responsibility to make its best efforts to meet
subsequent Milestone Date(s) in the LATA, unless, and only to the extent that,
the subsequent Milestone Date(s) depend on the timely completion of such earlier
Milestone Date.

      For purposes of Section 3, (i) business Telephone Exchange Service shall
be considered "fully operational" in a LATA in New Jersey when HARVARDNET has an
effective Tariff for business Telephone Exchange Service in New Jersey and a
significant number of Telephone Exchange Service Customer lines in service for
business Telephone Exchange Service Customers in that LATA in New Jersey that
are not affiliates or

----------
(1) SS7 certification scheduling depends on actual schedule availability at time
of request. Initial implementation will be multi-frequency until SS7
certification is achieved.

(2) Intervals for IDLC collocation arrangements for VG ULL capability are 60
days for Virtual Collocation and 120 days for Physical Collocation from the date
the arrangement is applied for.


                                                                      APPENDIX 3

employees of either BA or HARVARDNET, and (ii) residential Telephone Exchange
Service shall be considered "fully operational" in a LATA in New Jersey when
HARVARDNET has an effective Tariff for residential Telephone Exchange Service in
New Jersey and has a significant number of Telephone Exchange Service Customer
lines in service for residential Telephone Exchange Service Customers in that
LATA in New Jersey that are not affiliates or employees of either BA or
HARVARDNET.


                                                                      APPENDIX 3

SCHEDULE 4.0 Network Interconnection Schedule

      LATA              HARVARDNET-IP           BA-IP       Activation Date

ג–‡ג–‡ג–�               ג–‡ג–‡ג–�                     ג–‡ג–‡ג–�         ג–‡ג–‡ג–�


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

                           Dated as of October 7, 1998

                                 by and between

                        ג–‡ג–‡ג–‡ג–‡ ATLANTIC - NEW JERSEY, INC.

                                       and

                           DIECA COMMUNICATIONS, INC.


                                       1


                                TABLE OF CONTENTS
                                -----------------

                                                                          Page
                                                                          ----

1.0   DEFINITIONS                                                            2

2.0   INTERPRETATION AND CONSTRUCTION                                       11

3.0   INTERCONNECTION ACTIVATION DATES AND IMPLEMENTATION SCHEDULE          11

4.0   INTERCONNECTION PURSUANT TO SECTION 251(c)(2)                         12
4.1   Scope                                                                 12
4.2   Physical Architectures                                                14
4.3   Mid-Span Meets                                                        15
4.4   Interconnection in Additional LATAs                                   16
4.5   Interconnection Points for Different Types of Traffic                 17

5.0   TRANSMISSION AND ROUTING OF TELEPHONE EXCHANGE SERVICE
      TRAFFIC PURSUANT TO SECTION 251(c)(2)                                 17
5.1   Scope of Traffic                                                      17
5.2   Trunk Group Connections and Ordering                                  17
5.3   Additional Switching System Hierarchy and Trunking Requirements       18
5.4   Signaling                                                             18
5.5   Grades of Service                                                     18
5.6   Measurement and Billing                                               18
5.7   Reciprocal Compensation Arrangements -- Section 251(b)(5)             19

6.0   TRANSMISSION AND ROUTING OF EXCHANGE ACCESS TRAFFIC
      PURSUANT TO 251(c)(2)                                                 20
6.1   Scope of Traffic                                                      20
6.2   Trunk Group Architecture and Traffic Routing                          20
6.3   Meet-Point Billing Arrangements                                       21
6.4   800/888 Traffic                                                       24

7.0   TRANSPORT AND TERMINATION OF OTHER TYPES OF TRAFFIC                   25
7.1   Information Services Traffic                                          25
7.2   LSV/VCI Traffic                                                       26
7.3   Transit Service                                                       27
7.4   911/E911 Arrangements                                                 28
7.5   Ancillary Traffic Generally                                           30

8.0   NUMBER RESOURCES, RATE CENTERS, AND RATING POINTS                     30


                                       2


9.0   NETWORK MAINTENANCE AND MANAGEMENT; OUTAGES                           31
9.1   Interference or Impairment                                            31
9.2   Repeated or Willful Noncompliance                                     31
9.3   Outage Repair Standard                                                32
9.4   Notice of Changes -- Section 251(c)(5)                                32

10.0  JOINT NETWORK IMPLEMENTATION AND GROOMING PROCESS;
      INSTALLATION, MAINTENANCE, TESTING AND REPAIR                         32
10.1  ְײּלֳּappֲֿװ״t Network Implementation and Grooming Process                     32
10.2  Installation, Maintenance, Testing and Repair                         33
10.3  Forecasting Requirements for Trunk Provisioning                       33

11.0  UNBUNDLED ACCESS -- SECTION 251(c)(3)                                 34
11.1  Available Network Elements                                            35
11.2  Unbundled Local Loop (ULL) Transmission Types                         35
11.3  Network Interface Device                                              37
11.4  Unbundled Switching Elements                                          37
11.5  Interoffice Transmission Facilities                                   37
11.6  Operations Support Systems                                            37
11.7  Limitations on Unbundled Access                                       37
11.8  Availability of Other Network Elements on an Unbundled Basis          38
11.9  Provisioning of Unbundled Local Loops                                 39
11.10 Maintenance of Unbundled Local Loops                                  40
11.11 Rates and Charges                                                     40

12.0  RESALE -- SECTIONS 251(c)(4) and 251(b)(1)                            41
12.1  Availability of Retail Rates for Resale                               41
12.2  Availability of Wholesale Rates for Resale                            41
12.3  Availability of Support Services for Resale                           41
12.4  Restrictions on Resale and Use of BA Services                         41

13.0  COLLOCATION -- SECTION 251(c)(6)                                      42

14.0  NUMBER PORTABILITY -- SECTION 251(b)(2)                               44
14.1  Scope                                                                 44
14.2  Procedures for Providing INP Through Remote Call Forwarding           44
14.3  Procedures for Providing INP Through Direct Inward Dial Trunks
      (Flex-DID)                                                            46
14.4  Procedures for Providing LTNP Through Full NXX Code Migration         46
14.5  Receipt of Terminating Compensation on Traffic to INP'ed Numbers      46
14.6  Recovery of INP Costs Pursuant to FCC Order and Rulemaking            47

15.0  DIALING PARITY -- SECTION 251(b)(3)                                   47

16.0  ACCESS TO RIGHTS-OF-WAY -- SECTION 251(b)(4)                          48


                                       3


17.0  DATABASES AND SIGNALING                                               48

18.0  COORDINATED SERVICE ARRANGEMENTS                                      50
18.1  Intercept and Referral Announcements                                  50
18.2  Coordinated Repair Calls                                              50
18.3  Customer Authorization                                                50

19.0  DIRECTORY SERVICES ARRANGEMENTS                                       51
19.1  Directory Listings and Directory Distributions                        51
19.2  Yellow Pages Maintenance                                              53
19.3  Service Information Pages                                             53
19.4  Directory Assistance (DA); Call Completion                            54

20.0  COORDINATION WITH TARIFF TERMS                                        54

21.0  INSURANCE                                                             55

22.0  TERM AND TERMINATION                                                  55

23.0  DISCLAIMER OF REPRESENTATIONS AND WARRANTIES                          56

24.0  CANCELLATION CHARGES                                                  56

25.0  INDEMNIFICATION                                                       57

26.0  LIMITATION OF LIABILITY                                               57

27.0  PERFORMANCE STANDARDS FOR SPECIFIED ACTIVITIES                        58
27.1  Performance Standards                                                 58
27.2  Performance Monitoring Reports, Standards, and Remedies               58
27.3  Performance Measurement, Standard, and Remedy for xDSL Compatible
      ULLs                                                                  59

28.0  COMPLIANCE WITH LAWS; REGULATORY APPROVAL                             59

29.0  MISCELLANEOUS                                                         60
29.1  Authorization                                                         60
29.2  Independent Contractor                                                60
29.3  Force Majeure                                                         61
29.4  Confidentiality                                                       61
29.5  Choice of Law                                                         62
29.6  Taxes                                                                 62
29.7  Assignment                                                            65
29.8  Billing and Payment; Disputed Amounts                                 65
29.9  Dispute Resolution                                                    66
29.10 Notices                                                               66


                                       4


29.11 Section 252(i) Obligations                                            67
29.12 ְײּלֳּappֲֿװ״t Work Product                                                    68
29.13 No Third Party Beneficiaries; Disclaimer of Agency                    68
29.14 No License                                                            69
29.15 Technology Upgrades                                                   69
29.16 Survival                                                              69
29.17 Entire Agreement                                                      70
29.18 Counterparts                                                          70
29.19 Modification, Amendment, Supplement or Waiver                         70
29.20 Successors and Assigns                                                70
29.21 Publicity and Use of Trademarks or Service Marks                      70
29.22 Integrity of ג–‡ג–‡ג–‡ג–‡ ATLANTIC Network                                    70
29.23 Merger Conditions                                                     70

                         LIST OF SCHEDULES AND EXHIBITS

Schedules

Schedule 1.0      Certain  Terms As Defined in the Act, As of  Effective Date
Schedule 3.0      Initial Network Implementation Schedule
Schedule 4.0      Interconnection Points in LATA
Schedule 4.5      Interconnection Points for Different Types of Traffic
Schedule 6.3      Rate Elements Under Meet Point Billing
Schedule 11.3     Access to Network Interface Device
Schedule 11.4     Unbundled Switching Elements
Schedule 12.3     Support Services for Resale
Schedule 13.4     Collocation:  Shared Cage Arrangement
Schedule 27.2     Performance Monitoring Reports, Standards and Remedies

Exhibits

Exhibit A         Detailed Schedule of Itemized Charges
Exhibit B         Network Element Bona Fide Request
Exhibit C         Directory Assistance and Call Completion Services Agreement


                                       5


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

      This Interconnection Agreement under Sections 251 and 252 of the
Telecommunications Act of 1996, is effective as of the 7th day of October 1998
(the "Effective Date"), by and between ג–‡ג–‡ג–‡ג–‡ Atlantic - New Jersey, Inc. ("BA"),
a New Jersey corporation with offices at ג–‡ג–‡ג–� ג–‡ג–‡ג–‡ג–‡ג–� ג–‡ג–‡ג–‡ג–‡ג–‡ג–‡, ג–‡ג–‡ג–‡ג–‡ג–‡ג–‡, ג–‡ג–‡ג–� ג–‡ג–‡ג–‡ג–‡ג–‡ג–‡
ג–‡ג–‡ג–‡ג–‡ג–�, and DIECA Communications, Inc. (referred to in this Agreement as
"Covad"), a Virginia corporation with offices at ג–‡ג–‡ג–‡ג–‡ ג–‡ג–‡ג–� ג–‡ג–‡ג–‡ג–‡ג–‡ג–‡ג–‡ג–‡ ג–‡ג–‡ג–‡ג–‡ג–�, ג–‡ג–‡ג–‡ג–‡ג–�
ג–‡ג–‡ג–�, ג–‡ג–‡ג–‡ג–‡ג–‡ג–‡, ג–‡ג–‡ ג–‡ג–‡ג–‡ג–‡ג–�.

      WHEREAS, the Parties want to interconnect their networks at mutually
agreed upon points of interconnection to provide Telephone Exchange Services,
Switched Exchange Access Services, and other Telecommunications Services (all as
defined below) to their respective customers;

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

      WHEREAS, Sections 251, 252, and 271 of the Telecommunications Act of 1996
have specific requirements for interconnection, unbundling, and service resale,
commonly referred to as the "Checklist", and the Parties intend that this
Agreement address those Checklist requirements.

      NOW, THEREFORE, in consideration of the mutual provisions contained herein
and other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, Covad and BA hereby agree as follows:

      This Agreement sets forth the terms, conditions and pricing under which BA
and Covad (individually, a "Party" and collectively, the "Parties") will offer
and provide to each other network Interconnection, access to Network Elements,
ancillary services, and wholesale Telecommunications Services available for
resale within each LATA in which they both operate within New Jersey. As such,
this Agreement is an integrated package that reflects a balancing of interests
critical to the Parties. It will be submitted to the New Jersey Board of Public
Utilities, and the Parties will specifically request that the Board refrain from
taking any action to change, suspend or otherwise delay implementation of the
Agreement. So long as the Agreement remains in effect, neither Party shall
advocate before any legislative, regulatory, or other public forum that any term
of this Agreement be modified or eliminated, unless mutually agreed to by the
Parties.

1.0 DEFINITIONS.

      As used in this Agreement, the following terms shall have the meanings
specified below in this Section 1. For convenience of reference only, the
definitions of certain terms that are As


                                       6


Defined in the Act (as defined below) are set forth on Schedule 1.0.

      1.1 "Act" means the Communications Act of 1934 (47 U.S.C. 151 et. seq.),
as amended by the Telecommunications Act of 1996, and as from time to time
interpreted in the duly authorized rules and regulations of the FCC or the
Board.

      1.2 "ADSL" or "Asymmetrical Digital Subscriber Line" is a digital loop
transmission technology which typically permits the transmission of up to 6 Mbps
downstream (from the CO to the end-user customer) and up to 640 kbps digital
signal upstream (from the end-user customer to the CO).

      1.2.A "Affiliate" is As Defined in the Act.

      1.3 "Agreement" means this Interconnection Agreement under Sections 251
and 252 of the Act and all Exhibits, Schedules, addenda, and attachments
referenced herein and/or appended hereto.

      1.4 "Ancillary Traffic," means all traffic that is destined for ancillary
services, or that may have special billing requirements, including but not
limited to the following: LSV/VCI, Directory Assistance, 911/E911, Operator
Services (IntraLATA call completion), IntraLATA third party, collect and calling
card, 800/888 database query, LIDB, and information services requiring special
billing.

      1.5 "Applicable Laws" or "Applicable Law" or "Law" means all laws,
regulations, and orders applicable to each Party's performance of its
obligations hereunder.

      1.6 "As Defined in the Act" means as specifically defined by the Act and
as from time to time interpreted in the duly authorized rules and regulations of
the FCC or the Board.

      1.7 "As Described in the Act" means as described in or required by the Act
and as from time to time interpreted in the duly authorized rules and
regulations of the FCC or the Board.

      1.8 "Automatic Number Identification" or "ANI" means a signaling parameter
which refers to the number transmitted through a network identifying the billing
number of the calling party.

      1.8.A "Board" or "BPU" means the New Jersey Board of Public Utilities.

      1.8.B "Bona Fide Request" or "BFR" means the process described on Exhibit
B that prescribes the terms and conditions relating to a Party's request that
the other Party provide a BFR Item (as defined in Exhibit B) not otherwise
provided by the terms of this Agreement.


                                       7


      1.9 "Calling Party Number" or "CPN" is a Common Channel Signaling ("CCIS")
parameter which refers to the number transmitted through a network identifying
the calling Party.

      1.10 "Central Office Switch" means a switch used to provide
Telecommunications Services, including, but not limited to:

            (a) "End Office Switch" or "End Office" is a switching entity that
is used to terminate Customer station Loops for the purpose of interconnection
to each other and to trunks; and

            (b) "Tandem Switch" or "Tandem Office" or "Tandem" is a switching
entity that has billing and recording capabilities and is used to connect and
switch trunk circuits between and among End Office Switches and between and
among End Office Switches and carriers' aggregation points, points of
termination, or points of presence, and to provide Switched Exchange Access
Services.

      A Central Office Switch may also be employed as a combination End
Office/Tandem Office Switch.

      1.11 "CLASS Features" means certain CCIS-based features available to
Customers including, but not limited to: Automatic Call Back; Call Trace; Caller
Identification, and future CCIS-based offerings.

      1.12 "Collocation" means an arrangement whereby one Party's (the
"Collocating Party") facilities are terminated in equipment necessary for
Interconnection or for access to Network Elements offered by the second Party on
an unbundled basis that has been installed and maintained at the premises of a
second Party (the "Housing Party"). For purposes of Collocation, the "premises"
of a Housing Party is limited to a Housing Party Wire Center, other mutually
agreed-upon locations of the Housing Party, or any other location for which
Collocation has been ordered by the FCC or Commission. Collocation may be
"physical" or "virtual". In "Physical Collocation," the Collocating Party
installs and maintains its own equipment in the Housing Party's premises. In
"Virtual Collocation," the Housing Party owns, installs, and maintains equipment
dedicated to use by the Collocating Party in the Housing Party's premises. BA
currently provides Collocation under terms, rates, and conditions as described
in tariffs on file or soon to be filed with the FCC and the Board. For purposes
of this Agreement, Collocation also includes alternative Collocation
arrangements required by Applicable Law or agreed to by the Parties purusant to
Section 13 below.

      1.13  [Reserved.]

      1.14 "Common Channel Interoffice Signaling" or "CCIS" means a method of
transmitting call set-up and network control data over a digital signaling
network separate from the public switched telephone network facilities that
carry the actual voice or data traffic of the call. "SS7" means the common
channel out of band signaling protocol developed by the Consultative Committee
for International Telephone and Telegraph ("CCITT") and the American


                                       8


National Standards Institute ("ANSI"). BA and Covad currently utilize this
out-of-band signaling protocol. "CCSAC" or "CCSAS" means the common channel
signaling access connection or service, respectively, which connects one Party's
signaling point of interconnection ("SPOI") to the other Party's STP for the
exchange of SS7 messages.

      1.15 "Competitive Local Exchange Carrier" or "CLEC" means any Local
Exchange Carrier other than BA, operating as such in BA's certificated territory
in New Jersey. Covad is a CLEC.

      1.16 "Cross Connection" means a jumper cable or similar connection
provided pursuant to Collocation at the digital signal cross connect, Main
Distribution Frame or other suitable frame or panel between (i) the Collocating
Party's equipment and (ii) the equipment or facilities of the Housing Party.

      1.17 "Customer" means a third-party residence or business end-user
subscriber to Telecommunications Services provided by either of the Parties.

      1.17.A "Customer Proprietary Network Information" or "CPNI" is As Defined
in the Act.

      1.18 "Dialing Parity" is As Defined in the Act.

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

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

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

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

      1.23 "Exchange Access" is As Defined in the Act.

      1.24 "Exchange Message Record" or "EMR" means the standard used for
exchange of telecommunications message information among Local Exchange Carriers
for billable, non-billable, sample, settlement, and study data. EMR format is
contained in BR-010-200-010 ג–‡ג–‡ג–‡ג–‡ Exchange Message Record, a ג–‡ג–‡ג–‡ג–‡ Communications
Research, Inc. ("Bellcore") document that defines industry standards for
Exchange Message Records.

      1.25 "FCC" means the Federal Communications Commission.


                                       9


      1.26 "FCC Regulations" means Title 47 of the Code of Federal Regulations,
including but not limited to the amendments adopted in, and the additional
requirements of, the First Report and Order In the Matter of Implementation of
the Local Competition Provisions in the Telecommunications Act of 1996 and
Interconnection between Local Exchange and Commercial Mobile Radio Service
Providers, CC Docket Nos. 96-98 and 95-185, adopted on August 1, 1996 and
released on August 8, 1996, the Second Report and Order and Memorandum Opinion
and Order, CC Docket Nos. 96-98, 95-185, and 92-237, adopted and released on
August 8, 1996, and any and all rules or regulations that are issued from
Deployment of Wireline Services Offering Advance Telecommunications Capability,
CC Docket No. 98-147 et al., Memorandum Opinion and Order and Notice of Proposed
Rulemaking, FCC 98-188, released on August 7, 1998, as each may be amended,
stayed, voided, repealed, or supplemented from time to time.

      1.27 "HDSL" or "High-Bit Rate Digital Subscriber Line" means a
transmission technology which transmits up to 784 kbps simultaneously in both
directions on a two-wire channel using a 2 Binary / 1 Quartenary ("2B1Q") line
code.

      1.28 "Incumbent Local Exchange Carrier" or "ILEC" is As Defined in the
Act. For purposes of this Agreement, BA is an Incumbent Local Exchange Carrier.

      1.29 "Independent Telephone Company" or "ITC" means any entity other than
BA which, with respect to its operations within the State of New Jersey, is an
Incumbent Local Exchange Carrier.

      1.30 "Information Service Traffic" means Local Traffic or IntraLATA Toll
Traffic which originates on a Telephone Exchange Service line and which is
addressed to an information service provided over a Party's information services
platform (e.g., 976).

      1.30.A "Inside Wire" or "Inside Wiring" means all wire, cable, terminals,
hardware, and other equipment or materials on the Customer's side of the Rate
Demarcation Point.

      1.31 "Integrated Digital Loop Carrier" or "IDLC" means a subscriber loop
carrier system which integrates within the switch at a DS1 level that is
twenty-four (24) loop transmission paths combined into a 1.544 Mbps digital
signal.

      1.32. "Integrated Services Digital Network" or "ISDN" means a switched
network service providing end-to-end digital connectivity for the simultaneous
transmission of voice and data. Basic Rate Interface-ISDN ("BRI-ISDN") provides
for digital transmission of two 64 kbps bearer channels and one 16 kbps data and
signaling channel (2B+D). Primary Rate Interface-ISDN ("PRI-ISDN") provides for
digital transmission of twenty three (23) 64 kbps bearer channels and one (1) 64
kbps data and signaling channel (23 B+D).

      1.33 "Interconnection" is As Described in the Act, and means the
connection of equipment or facilities of one carrier with the equipment or
facilities of another carrier for the purpose of transmission and routing of
Telephone Exchange Service traffic and Exchange Access


                                       10


traffic.

      1.34 "Interexchange Carrier" or "IXC" means a carrier that provides,
directly or indirectly, interLATA or intraLATA Telephone Toll Services.

      1.35 "Interim Number Portability" or "INP" means the use of existing and
available call routing, forwarding, and addressing capabilities (e.g. remote
call forwarding) to enable a Customer to receive Telephone Exchange Service
provided by any Local Exchange Carrier operating within the exchange area with
which the Customer's telephone number(s) is associated, without having to change
the telephone number presently assigned to the Customer and regardless of
whether the Customer's chosen Local Exchange Carrier is the carrier that
originally assigned the number to the Customer.

      1.36  "InterLATA" is As Defined in the Act.

      1.37 "IntraLATA Toll Traffic" means those intraLATA calls that are not
defined as Local Traffic in this Agreement.

      1.38  Reserved.

      1.39 "Line Status Verification" or "LSV" means an operator request for a
status check on the line of a called party. The request is made by one Party's
operator to an operator of the other Party. The verification of the status check
is provided to the requesting operator.

      1.40 "Local Access and Transport Area" or "LATA" is As Defined in the Act.

      1.41 "Local Exchange Carrier" or "LEC" is As Defined in the Act. The
Parties to this Agreement are or will shortly become Local Exchange Carriers.

      1.42  Reserved.

      1.43 "Local Telephone Number Portability" or "LTNP" means "number
portability" As Defined in the Act.

      1.44 "Local Traffic," unless otherwise defined by Applicable Law, is
traffic that is originated by a Customer of one Party on that Party's network
and terminates to a Customer of the other Party on that other Party's network,
within a given local calling area, or expanded area service ("EAS") area, as
defined in BA's effective Customer tariffs, or, if the Board has defined local
calling areas applicable to all LECs, then as so defined by the Board.

      1.45 "Main Distribution Frame" or "MDF" means the primary point at which
outside plant facilities terminate within a Wire Center, for interconnection to
other telecommunications facilities within the Wire Center.

      1.46 "MECAB" means the Multiple Exchange Carrier Access Billing (MECAB)


                                       11


document prepared by the Billing Committee of the Ordering and Billing Forum
("OBF"), which functions under the auspices of the Carrier Liaison Committee
("CLC") of the Alliance for Telecommunications Industry Solutions ("ATIS"). The
MECAB document, published by Bellcore as Special Report SR-BDS-000983, contains
the recommended guidelines for the billing of an Exchange Access service
provided by two or more LECs, or by one LEC in two or more states, within a
single LATA.

      1.47 "MECOD" means the Multiple Exchange Carriers Ordering and Design
(MECOD) Guidelines for Access Services - Industry Support Interface, a document
developed by the Ordering/Provisioning Committee under the auspices of OBF. The
MECOD document, published by Bellcore as Special Report SR-STS-002643,
establishes methods for processing orders for Exchange Access service which is
to be provided by two or more LECs.

      1.48 "Meet-Point Billing" or "MPB" means an arrangement whereby two or
more LECs jointly provide to a third party the transport element of a Switched
Exchange Access Service to one of the LECs' End Office Switches, with each LEC
receiving an appropriate share of the transport element revenues as defined by
their effective Exchange Access tariffs. "Meet-Point Billing Traffic" means
traffic that is subject to an effective Meet-Point Billing arrangement.

      1.49 "Mid-Span Meet" means an Interconnection architecture whereby two
carriers' transmission facilities meet at a mutually agreed-upon point of
Interconnection utilizing a fiber hand-off and, at the delivering carrier's
option, may interface with such carrier's collocated equipment to gain access to
unbundled elements.

      1.50 "Multiple ג–‡ג–‡ג–‡ג–‡/Single Tariff" or "Multiple ג–‡ג–‡ג–‡ג–‡/Multiple Tariff"
means the MPB method whereby each LEC prepares and renders its own meet point
ג–‡ג–‡ג–‡ג–‡ in accordance with its own Tariff(s) for the portion of the
jointly-provided Switched Exchange Access Service which the LEC provides.

      1.51 "Network Element" is As Defined in the Act.

      1.52 "Network Interface Device" or "NID" means the BA-provided interface
terminating BA's telecommunications network on the property where the Customer's
service is located at a point determined by BA.

      1.53 "North American Numbering Plan" or "NANP" means the numbering plan
used in the United States that also serves Canada, Bermuda, Puerto Rico and
certain Caribbean Islands. The NANP format is a 10-digit number that consists of
a 3-digit NPA code (commonly referred to as the area code), followed by a
3-digit NXX code and 4-digit line number.

      1.54. "Numbering Plan Area" or "NPA" is also sometimes referred to as an
area code. There are two general categories of NPAs, "Geographic NPAs" and
"Non-Geographic NPAs." A Geographic NPA is associated with a defined geographic
area, and all telephone numbers bearing such NPA are associated with services
provided within that geographic area. A Non-Geographic NPA, also known as a
"Service Access Code" or "SAC Code," is typically associated with a


                                       12


specialized telecommunications service which may be provided across multiple
geographic NPA areas; 800, 900, 700, 500 and 888 are examples of Non-Geographic
NPAs.

      1.55 "NXX," "NXX Code," or "End Office Code" means the three digit switch
entity indicator (i.e. the first three digits of a seven digit telephone
number).

      1.56 "Permanent Number Portability" or "PNP" means the use of a database
or other technical solution that comports with regulations issued by the FCC to
provide LTNP for all customers and service providers.

      1.57 "Port Element" or "Port" means a termination on a Central Office
Switch that permits Customers to send or receive Telecommunications over the
public switched network, but does not include switch features or switching
functionality.

      1.57.A "POT Bay" or "Point of Termination Bay" means the intermediate
distributing frame system which serves as the point of demarcation for
collocated Interconnection.

      1.58 "Rate Center Area" or "Rate Center" or "Exchange Area" means the
geographic area that has been identified by a given LEC as being associated with
a particular NPA-NXX code assigned to the LEC for its provision of Telephone
Exchange Services. The Rate Center Area is the exclusive geographic area which
the LEC has identified as the area within which it will provide Telephone
Exchange Services bearing the particular NPA-NXX designation associated with the
specific Rate Center Area. A "Rate Center Point" is a specific geographic point,
defined by a V&H coordinate, located within the Rate Center Area and used to
measure distance for the purpose of billing Customers for distance-sensitive
Telephone Exchange Services and Toll Traffic. Rate Centers will be identical for
each Party until such time as Covad is permitted by an appropriate regulatory
body to create its own Rate Centers within an area.

      1.59 "Rate Demarcation Point" means the point where network access
recurring charges and BA responsibility stop and beyond which Customer
responsibility begins, determined in accordance with FCC rules and BA standard
operating practices.

      1.60 "Rating Point" or "Routing Point" means a specific geographic point
identified by a specific V&H coordinate. The Rating Point is used to route
inbound traffic to specified NPA-NXXs and to calculate mileage measurements for
distance-sensitive transport charges of switched access services. Pursuant to
Bellcore Practice BR-795-100-100, the Rating Point may be an End Office
location, or a "LEC Consortium Point of Interconnection." Pursuant to that same
Bellcore Practice, examples of the latter shall be designated by a common
language location identifier (CLLI) code with (x)KD in positions 9, 10, 11,
where (x) may be any alphanumeric A-Z or 0-9. The Rating Point/Routing Point
must be located within the LATA in which the corresponding NPA-NXX is located.
However, the Rating Point/Routing Point associated with each NPA-NXX need not be
the same as the corresponding Rate Center Point, nor must it be located within
the corresponding Rate Center Area, nor must there be a unique and separate
Rating Point corresponding to each unique and separate Rate Center.


                                       13


      1.61 "Reciprocal Compensation" is As Described in the Act, and refers to
the payment arrangements that recover costs incurred for the transport and
termination of Reciprocal Compensation Traffic originating on one Party's
network and terminating on the other Party's network.

      1.62 "Service Control Point" or "SCP" means the node in the Common Channel
Signaling network to which informational requests for service handling, such as
routing, are directed and processed. The SCP is a real time database system
that, based on a query from a service switching point and via a Signaling
Transfer Point, performs subscriber or application-specific service logic, and
then sends instructions back to the SSP on how to continue call processing.

      1.63 "Signaling Transfer Point" or "STP" means a specialized switch that
provides SS7 network access and performs SS7 message routing and screening.

      1.63.A "Strapping" means the act of installing a permanent connection
between a Point of Termination bay and a collocated interconnector's physical
Collocation node.

      1.64 "Switched Access Detail Usage Data" means a category 1101XX record as
defined in the EMR Bellcore Practice BR-010-200-010.

      1.65 "Switched Access Summary Usage Data" means a category 1150XX record
as defined in the EMR Bellcore Practice BR-010-200-010.

      1.66 "Switched Exchange Access Service" means the offering of transmission
and switching services to Telecommunications Carriers for the purpose of the
origination or termination of Toll Traffic. Switched Exchange Access Services
include but may not be limited to: Feature Group A, Feature Group B, Feature
Group D, 700 access, 800 access, 888 access, and 900 access and functionally
equivalent Switched Exchange Access services that may be offered in the future.

      1.67 "Switching Element" is the unbundled Network Element that provides a
CLEC the ability to use switching functionality in a BA End Office switch,
including all vertical services that are available on that switch, to provide
Telecommunications Services, including Telephone Exchange Service, to its end
user customer(s). The Switching Element will be provisioned with a Port Element,
which provides line side access to the Switching Element.

      1.68 "Tariff" means any applicable federal or state tariff of a Party, or
standard agreement or other document that sets forth the generally available
terms and conditions, each as may be amended by the Party from time to time,
under which a Party offers a particular service, facility, or arrangement. A
Tariff shall not include BA's "Statement of Generally Available Terms and
Conditions for Interconnection, Unbundled Network Elements, Ancillary Services
and Resale of Telecommunications Services" which has been approved or is pending
approval by the Board pursuant to Section 252(f) of the Communications Act of
1934, 47 U.S.C. ss. 252(f).


                                       14


      1.69 "Technically Feasible Point" is As Described in the Act.

      1.70  "Telecommunications" is As Defined in the Act.

      1.71 "Telecommunications Act" means the Telecommunications Act of 1996 and
any rules and regulations promulgated thereunder.

      1.72 "Telecommunications Carrier" is As Defined in the Act.

      1.73 "Telecommunications Service" is As Defined in the Act.

      1.74 "Telephone Exchange Service," sometimes also referred to as "Exchange
Service," is As Defined in the Act. Telephone Exchange Service generally
provides the Customer with a telephonic connection to, and a unique telephone
number address on, the public switched telecommunications network, and enables
such Customer to place or receive calls to all other stations on the public
switched telecommunications network.

      1.75 [Reserved]

      1.76 "Toll Traffic" means traffic that is originated by a Customer of one
Party on that Party's network and terminates to a Customer of the other Party on
that Party's network and is not Local Traffic or Ancillary Traffic. Toll Traffic
may be either "IntraLATA Toll Traffic" or "InterLATA Toll Traffic," depending on
whether the originating and terminating points are within the same LATA.

      1.77 "Transit Traffic" means any traffic that originates from or
terminates at Covad's network, "transits" BA's network substantially unchanged,
and terminates to or originates from a third carrier's network, as the case may
be. "Transit Traffic Service" provides Covad with the ability to use its
connection to a BA Tandem for the delivery of calls which originate or terminate
with Covad and terminate to or originate from a carrier other than BA, such as
another CLEC, a LEC other than BA, or a wireless carrier. In these cases,
neither the originating nor terminating Customer is a Customer of BA. This
service is provided through BA's Tandems and applies only where the terminating
End Office of the third carrier subtends the BA Tandem. "Transit Traffic" and
"Transit Traffic Service" do not include or apply to traffic that is subject to
an effective Meet-Point Billing arrangement.

      1.78 "Trunk Side" means a Central Office Switch connection that is capable
of, and has been programmed to treat the circuit as, connecting to another
switching entity (e.g. another carrier's network). Trunk Side connections offer
those transmission and signaling features appropriate for the connection of
switching entities.

      1.79 "Unbundled Local Loop Element" or "ULL" means a transmission path
that extends from a Main Distribution Frame, DSX-panel, or functionally
comparable piece of equipment in the Customer's serving End Office to the Rate
Demarcation Point (or network interface device (NID) if installed) in or at a
Customer's premises. The actual loop transmission


                                       15


facilities used to provide an ULL may utilize any of several technologies.

      1.80 "Verification with Call Interruption" or "VCI" means a service that
may be requested and provided when Line Status Verification has determined that
a line is busy due to an ongoing call. VCI is an operator interruption of that
ongoing call to inform the called party that a calling party is seeking to
complete his or her call to the called party.

      1.81 "Voice Grade" means either an analog signal of 300 to 3000 Hz or a
digital signal of 56/64 kilobits per second. When referring to digital voice
grade service (a 56/64 kbps channel), the terms "DS-0" or "sub-DS-1" may also be
used.

      1.82 "Wire Center" means a building or portion thereof which serves as a
Routing Point for Switched Exchange Access Service.

2.0 INTERPRETATION AND CONSTRUCTION.

      2.1 All references to Sections, Exhibits and Schedules shall be deemed to
be references to Sections of, and Exhibits and Schedules to, this Agreement
unless the context shall otherwise require. The headings used in this Agreement
are inserted for convenience of reference only and are not intended to be a part
of or to affect the meaning of this Agreement. Unless the context shall
otherwise require, any reference to any agreement, other instrument (including
BA or other third party offerings, guides or practices), statute, regulation,
rule or tariff is to such agreement, instrument, statute, regulation, or rule or
tariff as amended and supplemented from time to time (and, in the case of a
statute, regulation, rule or tariff, to any successor provision).

      2.2 Subject to the terms set forth in Section 20 regarding rates and
charges, each Party hereby incorporates by reference those provisions of its
tariffs that govern the provision of any of the services or facilities provided
hereunder. If any provision of this Agreement and an applicable tariff cannot be
reasonably construed or interpreted to avoid conflict, the provision contained
in this Agreement shall prevail, provided that in all cases the more specific
shall prevail over the more general. If any provision contained in this main
body of the Agreement and any Schedule or Exhibit hereto cannot be reasonably
construed or interpreted to avoid conflict, the provision contained in this main
body of the Agreement shall prevail. The fact that a condition, right,
obligation, or other term appears in this Agreement but not in any such tariff
shall not be interpreted as, or be deemed grounds for finding, a conflict for
purposes of this Section 2.

3.0 INTERCONNECTION ACTIVATION DATES AND IMPLEMENTATION SCHEDULE.

      Subject to the terms and conditions of this Agreement, each Party shall
exercise its best efforts to adhere to the Interconnection Activation Dates and
Network Implementation Schedule set forth in Schedule 3.0, and to provide fully
operational service predominantly over its own Telephone Exchange Service
facilities to business and residential Customers as soon as reasonably


                                       16


practicable following the achievement of the milestones in said Schedule for
each listed LATA in New Jersey. Schedule 3.0 may be revised and supplemented
from time to time upon the mutual agreement of the Parties to reflect the
intention of the Parties to interconnect in additional LATAs pursuant to
subsection 4.4 by attaching one or more supplementary schedules to Schedule 3.0.
The Parties agree that this Agreement addresses BA's obligation to provide
Interconnection under Section 251 of the Act, and the requirements of the
Competitive Checklist, under Section 271 of the Act. Covad represents that it
is, or intends to become, a provider of Telecommunications Service to
residential and business subscribers offered exclusively over its own
Telecommunications Service facilities or predominantly over its own
Telecommunications Service facilities in combination with the use of unbundled
Network Elements purchased from another entity and the resale of the
Telecommunications Services of other carriers.

4.0 INTERCONNECTION PURSUANT TO SECTION 251(c)(2)

      The types of Traffic to be exchanged under this Agreement shall be Local
Traffic, IntraLATA Toll (and InterLATA Toll, as applicable) Traffic, Transit
Traffic, Meet Point Billing Traffic, and Ancillary Traffic. Subject to the terms
and conditions of this Agreement, Interconnection of the Parties facilities and
equipment for the transmission and routing of Local Traffic and Toll Traffic
pursuant to this Section 4 shall be established on or before the corresponding
"Interconnection Activation Date" shown for each such LATA within New Jersey on
Schedule 3.0 and in accordance with the standards set forth in subsection 10.2.
Both Schedule 3.0 and Schedule 4.0 may be revised and supplemented from time to
time upon the mutual agreement of the Parties to reflect additional or changed
Interconnection Points in New Jersey by attaching one or more supplementary
addenda to such Schedule.

      4.1 Scope

            4.1.1 Section 4 describes the architecture for Interconnection of
the Parties' facilities and equipment over which the Parties shall configure the
following separate and distinct trunk groups:

            Traffic Exchange Trunks for the transmission and routing of
            terminating Local Traffic, Transit Traffic, translated LEC IntraLATA
            800/888 traffic, IntraLATA Toll Traffic, and, where agreed to
            between the Parties and as set forth in subsection 4.2.8 below,
            InterLATA Toll Traffic between their respective Telephone Exchange
            Service customers pursuant to Section 251 (c)(2) of the Act, in
            accordance with Section 5 below;

            Access Toll Connecting Trunks for the transmission and routing of
            Exchange Access traffic, including translated InterLATA 800/888
            traffic, between Covad Telephone Exchange Service customers and
            purchasers of Switched Exchange Access Service via a BA Tandem,
            pursuant to Section 251(c)(2) of the Act, in accordance with Section
            6 below;


                                       17


            Information Services Trunks for the transmission and routing of
            terminating Information Services Traffic in accordance with Section
            7 below;

            LSV/VCI Trunks for the transmission and routing of terminating
            LSV/VCI traffic, in accordance with Section 7 below;

            911/E911 Trunks for the transmission and routing of terminating
            E911/911 traffic, in accordance with Section 7 below;

            Directory Assistance Trunks for the transmission and routing of
            terminating directory assistance traffic, in accordance with
            subsection 19.4 below; and

            Operator Services (IntraLATA call completion) Trunks for the
            transmission and routing of terminating IntraLATA call completion
            traffic, in accordance with subsection 19.4 below;

            Choke Trunks for traffic congestion and testing; and

            Others as may be requested and agreed to by the Parties.

            4.1.2 To the extent required by Section 251 of the Act, this
Agreement provides for Interconnection to each other's networks at any
technically feasible point. For the purposes of this Agreement, the Parties
agree that Interconnection for the transport and termination of traffic may take
place, in the case of BA, at a terminating End Office, a Tandem, and/or other
points as specified herein, and, in the case of Covad, at a Central Office
and/or other points as specified herein, and, in the case of both Parties, any
mutually agreed-upon Mid-Span Meet arrangement as provided in Section 4.3 below.
For purposes of Interconnection, if Covad delivers traffic to BA at a BA End
Office or Tandem point of Interconnection other than the terminating End Office
or Tandem subtended by the terminating End Office, then such point of
Interconnection shall be deemed to be a serving Wire Center. In such instances
and whenever Covad utilizes a serving Wire Center as point of Interconnection,
Covad shall designate that such traffic be transported via a separate trunk
group to the BA Tandem that is subtended by the applicable terminating End
Office. In such cases, the BA Tandem subtended by the terminating End Office
will serve as the BA-IP (as defined below).

            4.1.3 The Parties shall establish interconnection points
(collectively, the "Interconnection Points" or "IPs") at the available locations
designated in Schedule 4.0. The mutually agreed-upon IPs on the Covad network at
which Covad will provide transport and termination of traffic shall be
designated as the Covad Interconnection Points ("Covad-IPs"); the mutually
agreed-upon IPs on the BA network shall be designated as the BA Interconnection
Points ("BA-IPs") and shall be either a BA terminating End Office or Tandem.

            4.1.4 In the event either Party fails to make available a
geographically relevant End Office or functional equivalent as an IP on its
network to the other Party, the other Party may, at any time, request that the
first Party establish such additional technically feasible IP(s).


                                       18


Such requests shall be made as a part of the ְײּלֳּappֲֿװ״t Process established pursuant
to subsection 10.1; provided, however, that the Parties shall commence
negotiations to determine the technically feasible and geographically relevant
location(s) of the additional IP(s) as soon as reasonably practicable following
a Party's request therefor. If, after sixty (60) days following said request,
the Parties have been unable to reach agreement on the additional
Interconnection Points, then either Party may file a complaint with the Board to
resolve such impasse or pursue with any other remedy available under law or
equity. For purposes of this subsection 4.1.4, a "geographically relevant" IP
shall mean an IP that is located within the BA local calling area of equivalent
BA end user customers, but no greater than twenty five (25) miles from the BA
Rate Center Point of the BA NXX serving the equivalent relevant end user
customers, or, with the mutual agreement of the Parties, an existing and
currently utilized IP within the LATA but outside the foregoing BA local calling
area and/or twenty five (25) mile radius. "Equivalent" customers shall mean
customers served by either Party at the same physical location.

            4.1.5 In recognition of the large number and variety of BA-IPs
available for use by Covad, Covad's ability to select from among those points to
minimize the amount of transport it needs to provide or purchase, and the fewer
number of Covad-IPs available to BA to select from for similar purposes, and as
an express condition of BA's making its Wire Centerss available to Covad as
points of Interconnection pursuant to subsection 4.1.2 above, Covad shall charge
BA no more than Covad's Tariffed non-distance sensitive entrance facility charge
for the transport of traffic from a BA-IP to a Covad-IP in any given LATA. The
Parties may by mutual agreement establish additional Interconnection Points at
any technically feasible points consistent with the Act.

            4.1.6 The Parties shall configure separate trunk groups (as
described in subsection 4.1.1 above) for traffic from Covad to BA, and for
traffic from BA to Covad, respectively; however, the trunk groups shall be
equipped as two-way trunks for testing purposes. As provided in Section 10
below, the Parties agree to consider as part of the ְײּלֳּappֲֿװ״t Process the
feasibility of combining any of the separate trunk groups into a single two-way
trunk group.

      4.2 Physical Architectures

            4.2.1 In each LATA identified in Schedule 4.0, the Parties shall
utilize the Covad-IP(s) and BA-IP(s) designated in such Schedule as the points
from which each Party will provide the transport and termination of traffic.

            4.2.2 Covad shall have the sole right and discretion to specify any
of the following methods for interconnection at any of the BA-IPs:

            (a) a Physical or Virtual Collocation facility Covad establishes at
            the BA-IP;

            (b) a Physical or Virtual Collocation facility established
            separately at the BA-IP by a third party with whom Covad has
            contracted for such purposes; and/or

            (c) an entrance facility and transport (where applicable) leased
            from BA (and


                                       19


            any necessary multiplexing), where such facility extends to the
            BA-IP from a mutually agreed to point on Covad's network.

            4.2.3 Covad shall provide its own facilities or purchase necessary
transport for the delivery of traffic to any Collocation arrangement it
establishes at a BA-IP pursuant to Section 13. BA shall provide the transport
and termination of the traffic beyond the BA-IP.

            4.2.4 Covad may order from BA any of the Interconnection methods
specified above in accordance with the order intervals and other terms and
conditions, including, without limitation, rates and charges, set forth in this
Agreement, in any applicable Tariff(s), or as may be subsequently agreed to
between the Parties.

            4.2.5 BA shall have the sole right and discretion to specify any one
of the following methods for Interconnection at any of the Covad-IPs:

            (a) upon reasonable notice to Covad, a Physical Collocation facility
            BA establishes at the Covad-IP;

            (b) a Physical or Virtual Collocation facility established
            separately at the Covad-IP by a third party with whom BA has
            contracted for such purposes; and/or

            (c) an entrance facility leased from Covad (and any necessary
            multiplexing), where such facility extends to the Covad-IP from a
            mutually agreed upon point on BA's network.

            4.2.6 BA shall provide its own facilities or purchase necessary
transport for the delivery of traffic to any Collocation arrangement it
establishes at an Covad-IP pursuant to Section 13. Covad shall provide the
transport and termination of the traffic beyond the Covad-IP.

            4.2.7 BA may order from Covad any of the Interconnection methods
specified above in accordance with the order intervals and other terms and
conditions, including, without limitation, rates and charges, set forth in this
Agreement, in any applicable Tariff(s), or as may be subsequently agreed to
between the Parties.

            4.2.8 Under any of the architectures described in this subsection
4.2, either Party may utilize the Traffic Exchange Trunks for the termination of
InterLATA Toll Traffic in accordance with the terms contained in Section 5 below
and pursuant to the other Party's Switched Exchange Access Service tariffs. The
other Party's Switched Exchange Access Service rates shall apply to such
Traffic.

      4.3 Mid-Span Meets

            4.3.1 In addition to the foregoing methods of Interconnection, the
Parties may agree, at either Party's request at any time, to establish (i) a
Mid-Span Meet arrangement in accordance with the terms of this subsection 4.3
that utilizes either wireless or wireline


                                       20


transmission facilities, or a combination of both, or (ii) a SONET backbone with
an electrical interface at the DS-3 level where and on the same terms BA offers
such SONET services to other carriers. In the event the Parties agree to adopt a
Mid-Span Meet arrangement that utilizes both wireless and wireline facilities,
Covad agrees to bear all expenses associated with the purchase of equipment,
materials, or services necessary to facilitate a wireless to wireline meet up to
and including the optical to electrical multiplexer necessary to effect a fiber
hand-off to BA.

            4.3.2 The establishment of any Mid-Span Meet arrangement is
expressly conditioned upon the Parties' reaching prior agreement on appropriate
sizing and forecasting, equipment, ordering, provisioning, maintenance, repair,
testing, augment, and compensation procedures and arrangements, reasonable
distance limitations, and on any other arrangements necessary to implement the
Mid-Span Meet arrangement. Any Mid-Span Meet arrangement requested at a
third-party premises is expressly conditioned on the Parties' having sufficient
capacity at the requested location to meet such request, on unrestricted 24-hour
access for both Parties to the requested location, on other appropriate
protections as deemed necessary by either Party, and on an appropriate
commitment that such access and other arrangements may not be restricted for a
reasonable period.

            4.3.3 Mid-Span Meet arrangements shall be used only for the
termination of Local Traffic and IntraLATA Toll Traffic unless and until such
time as the Parties have agreed to appropriate compensation arrangements
relating to the exchange of other types of traffic over such Mid-Span Meet, and
only where facilities are available. Any agreement to access unbundled Network
Elements via a Mid-Span Meet arrangement shall be conditioned on the resolution
of the technical and other issues described in this subsection 4.3, resolution
by the joint operations team of additional issues (such as inventory and testing
procedures unique to the provision of unbundled Network Elements via a Mid-Span
Meet), and, as necessary, completion of a joint operational and technical test.
In addition, access to unbundled Network Elements via a Mid-Span Meet
arrangement for access to such Elements, shall be limited to that which is
required by Applicable Laws, and shall be subject to full compensation of all
relevant costs (as defined in the FCC Regulations) by the requesting Party to
the other Party.

      4.4 Interconnection in Additional LATAs

            4.4.1 If Covad determines to offer Telephone Exchange Services in
any LATA not listed in Schedule 3.0 in which BA also offers Telephone Exchange
Services, Covad shall provide written notice to BA of the need to establish
Interconnection in such LATA pursuant to this Agreement.

            4.4.2 The notice provided in subsection 4.4.1 shall include (i) the
initial Routing Point Covad has designated in the new LATA; (ii) Covad's
requested Interconnection Activation Date (and related milestone dates in
accordance with the format in Schedule 3.0); and (iii) a non-binding forecast of
Covad's trunking requirements.

            4.4.3 Unless otherwise agreed to by the Parties, the Parties shall
designate the Wire Center(s) Covad has identified as its initial Routing
Point(s) in the LATA as the Covad-IP(s)


                                       21


in that LATA and shall designate mutually agreed upon BA Wire Center(s) that
houses a Tandem Office within the LATA nearest to the Covad-IP (as measured in
airline miles utilizing the V&H coordinates method) as the BA-IP(s) in that
LATA, provided that, for the purpose of charging for the transport of traffic
from the BA-IP to the Covad-IP, the Covad-IP shall be no further than an
entrance facility away from the BA-IP.

            4.4.4 The Parties shall agree upon an addendum to Schedule 3.0 to
reflect the schedule applicable to each new LATA requested by Covad; provided,
however, that unless agreed by the Parties, the Interconnection Activation Date
in a new LATA shall not be earlier than forty-five (45) days after receipt by BA
of all complete and accurate trunk orders and routing information. Within ten
(10) business days of BA's receipt of Covad's notice, BA and Covad shall confirm
the BA-IP, the Covad-IP and the Interconnection Activation Date for the new LATA
by attaching an addendum to Schedule 3.0.

      4.5 Interconnection Points for Different Types of Traffic

      Each Party shall make available Interconnection Points and facilities for
routing of traffic from those Interconnection Points as designated in Schedule
4.5. Any additional traffic that is not covered in Schedule 4.5 shall be subject
to separate negotiations between the Parties, except that (i) either Party may
deliver traffic of any type or character to the other Party for termination as
long as the delivering Party pays the receiving Party's then current Switched
Exchange Access rates for such traffic, and (ii) upon a bona fide request from
either Party, the Parties will exercise all reasonable efforts to conclude an
agreement covering the exchange of such traffic.

5.0 TRANSMISSION AND ROUTING OF TELEPHONE EXCHANGE SERVICE TRAFFIC PURSUANT TO
SECTION 251(c)(2)

      5.1 Scope of Traffic

      Section 5 prescribes parameters for trunk groups (the "Traffic Exchange
Trunks") to be effected over the Interconnections specified in Section 4 for the
transmission and routing of Local Traffic, Transit Traffic, translated LEC
IntraLATA 800/888 traffic, InterLATA Toll Traffic (to the extent applicable),
and IntraLATA Toll Traffic between the Parties' respective Telephone Exchange
Service Customers.

      5.2 Trunk Group Connections and Ordering

            5.2.1 Traffic Exchange Trunk group connections will be made at a
DS-1 level or higher. Higher speed connections shall be made, when and where
available, in accordance with the ְײּלֳּappֲֿװ״t Implementation and Grooming Process
prescribed in Section 10. Ancillary Traffic trunk groups may be made below a
DS-1 level, as may be agreed to by the Parties.

            5.2.2 Each Party will identify its Carrier Identification Code, a
three or four digit numeric obtained from Bellcore, to the other Party when
ordering a trunk group.


                                       22


      5.3 Additional Switching System Hierarchy and Trunking Requirements

      For purposes of routing Covad traffic to BA, the subtending arrangements
between BA Tandem Switches and BA End Office Switches shall be the same as the
Tandem/End Office subtending arrangements BA maintains for the routing of its
own or other carriers' traffic. For purposes of routing BA traffic to Covad, the
subtending arrangements between Covad Tandem Switches (or functional equivalent)
and Covad End Office Switches (or functional equivalent) shall be the same as
the Tandem/End Office subtending arrangements (or functional equivalent) which
Covad maintains for the routing of its own or other carriers' traffic.

      5.4 Signaling

      Each Party will provide the other Party with access to its databases and
associated signaling necessary for the routing and completion of the other
Party's traffic in accordance with the provisions contained in Section 17 below.

      5.5 Grades of Service

      The Parties shall initially engineer and shall jointly monitor and enhance
all trunk groups consistent with the ְײּלֳּappֲֿװ״t Implementation and Grooming Process
as set forth in Section 10.

      5.6 Measurement and Billing

            5.6.1 For billing purposes, each Party shall pass Calling Party
Number ("CPN") information on each call carried over the Traffic Exchange Trunks
at such time as the originating switch is equipped for SS7 and from all switches
no later than December 31, 1998. At such time as either Party has the ability,
as the Party receiving the traffic, to use such CPN information to classify on
an automated basis traffic delivered by the other Party as either Local Traffic
or Toll Traffic, such receiving Party shall ג–‡ג–‡ג–‡ג–‡ the originating Party the Local
Traffic termination rates, Intrastate Exchange Access rates, or Interstate
Exchange Access rates applicable to each minute of Traffic for which CPN is
passed, as provided in Exhibit A and applicable Tariffs.

            5.6.2 If, under the circumstances set forth in subsection 5.6.1, the
originating Party does not pass CPN on up to ten percent (10%) of calls, the
receiving Party shall ג–‡ג–‡ג–‡ג–‡ the originating Party the Local Traffic termination
rates, Intrastate Exchange Access rates, Intrastate/Interstate Transit Traffic
rates, or Interstate Exchange Access rates applicable to each minute of traffic,
as provided in Exhibit A and applicable Tariffs, for which CPN is passed. For
the remaining up to ten percent (10%) of calls without CPN information, the
receiving Party shall ג–‡ג–‡ג–‡ג–‡ the originating Party for such traffic as Local
Traffic termination rates, Intrastate Exchange Access rates,
Intrastate/Interstate Transit Traffic rates, or Interstate Exchange Access rates
applicable to each minute of traffic, as provided in Exhibit A and applicable
Tariffs, in direct proportion to the minutes of use of calls passed with CPN
information.

            5.6.3 If the originating Party does not pass CPN on more than ten
percent (10%) of


                                       23


calls, or if the receiving Party lacks the ability to use CPN information to
classify on an automated basis traffic delivered by the other Party as either
Local Traffic or Toll Traffic, and the originating Party chooses to combine
Local and Toll Traffic on the same trunk group, it will supply an auditable
Percent Local Use ("PLU") report quarterly, based on the previous three months'
traffic, and applicable to the following three months. If the originating Party
also chooses to combine Interstate and Intrastate Toll Traffic on the same trunk
group, it will supply an auditable Percent Interstate Use ("PIU") report
quarterly, based on the previous three months' terminating traffic, and
applicable to the following three months. In lieu of the foregoing PLU and/or
PIU reports, the Parties may agree to provide and accept reasonable surrogate
measures for an agreed-upon interim period.

            5.6.4 Measurement of billing minutes for purposes of determining
terminating compensation shall be in conversation seconds.

      5.7 Reciprocal Compensation Arrangements -- Section 251(b)(5)

      Reciprocal Compensation arrangements address the transport and termination
of Local Traffic. BA's delivery of Traffic to Covad that originated with a third
carrier is addressed in subsection 7.3. Where Covad delivers Traffic (other than
Local Traffic) to BA, except as may be set forth herein or subsequently agreed
to by the Parties, Covad shall pay BA the same amount that such carrier would
have paid BA for termination of that Traffic at the location the Traffic is
delivered to BA by Covad. Compensation for the transport and termination of
traffic not specifically addressed in this subsection 5.7 shall be as provided
elsewhere in this Agreement, or if not so provided, as required by the Tariffs
of the Party transporting and/or terminating the traffic. BA shall provide
notice to Covad of any BA filing to the Board that would alter the
classification of particular traffic as Local or IntraLATA Toll Traffic.

            5.7.1 Nothing in this Agreement shall be construed to limit either
Party's ability to designate the areas within which that Party's Customers may
make calls which that Party rates as "local" in its Customer Tariffs.

            5.7.2 The Parties shall compensate each other for the transport and
termination of Local Traffic in an equal and symmetrical manner at the rates
provided in the Detailed Schedule of Itemized Charges (Exhibit A hereto), as may
be amended from time to time in accordance with Exhibit A and subsection 20.1.2
below or, if not set forth therein, in the applicable Tariff(s) of the
terminating Party, as the case may be. These rates are to be applied at the
Covad-IP for traffic delivered by BA, and at the BA-IP for traffic delivered by
Covad. No additional charges, including port or transport charges, shall apply
for the termination of Local Traffic delivered to the BA-IP or the Covad-IP,
except as set forth in Exhibit A. When Local Traffic is terminated over the same
trunks as Toll Traffic, any port or transport or other applicable access charges
related to the Toll Traffic shall be prorated to be applied only to the Toll
Traffic.

            5.7.3 The Reciprocal Compensation arrangements set forth in this
Agreement are not applicable to Switched Exchange Access Service. All Switched
Exchange Access Service and all Toll Traffic shall continue to be governed by
the terms and conditions of the applicable federal


                                       24


and state Tariffs. Similarly, the Parties agree that the Reciprocal Compensation
arrangements contained in this subsection 5.7 shall not apply to traffic handed
off from one Party to the other Party, within a BA local calling area, for
delivery to an Internet Service Provider ("ISP") for carriage over the Internet.

            5.7.4 Compensation for transport and termination of all Traffic
which has been subject to performance of INP by one Party for the other Party
pursuant to Section 14 shall be as specified in subsection 14.5.

            5.7.5 The designation of Traffic as Local or non-Local for purposes
of compensation shall be based on the actual originating and terminating points
of the complete end-to-end call, regardless of the entities involved in carrying
any segment of the call.

            5.7.6 Each Party reserves the right to measure and audit all
Traffic, up to a maximum of two audits per calendar year, to ensure that proper
rates are being applied appropriately, provided, however, that either Party
shall have the right to conduct additional audit(s) if the preceding audit
disclosed material errors or discrepancies. Each Party agrees to provide the
necessary Traffic data or permit the other Party's recording equipment to be
installed for sampling purposes in conjunction with any such audit.

            5.7.7 The Parties will engage in settlements of intraLATA intrastate
alternate-billed calls (e.g. collect, calling card, and third-party billed
calls) originated or authorized by their respective Customers in New Jersey in
accordance with the terms of an appropriate settlement agreement as mutually
agreed to bythe Parties.

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

      6.1 Scope of Traffic

      Section 6 prescribes parameters for certain trunks to be established over
the Interconnections specified in Section 4 for the transmission and routing of
traffic between Covad Telephone Exchange Service Customers and Interexchange
Carriers ("Access Toll Connecting Trunks"), in any case where Covad elects to
have its End Office Switch subtend a BA Tandem. This includes casually-dialed
(10XXX and 101XXXX) traffic.

      6.2 Trunk Group Architecture and Traffic Routing

            6.2.1 Covad shall establish Access Toll Connecting Trunks by which
it will provide tandem-transported Switched Exchange Access Services to
Interexchange Carriers to enable such Interexchange Carriers to originate and
terminate traffic to and from Covad's Customers.

            6.2.2 Access Toll Connecting Trunks shall be used solely for the
transmission and routing of Exchange Access to allow Covad's Customers to
connect to or be connected to the


                                       25


interexchange trunks of any Interexchange Carrier which is connected to a BA
Tandem.

            6.2.3 The Access Toll Connecting Trunks shall be two-way trunks
connecting an End Office Switch Covad utilizes to provide Telephone Exchange
Service and Switched Exchange Access in a given LATA to a Tandem BA utilizes to
provide Exchange Access in such LATA.

            6.2.4 The Parties shall jointly determine which BA Tandem(s) will be
subtended by each Covad End Office Switch. Covad's End Office switch shall
subtend the BA Tandem that would have served the same rate center on BA's
network. Alternative configurations will be discussed as part of the ְײּלֳּappֲֿװ״t
Implementation and Grooming Process.

      6.3 Meet-Point Billing Arrangements

            6.3.1 Covad and BA will establish Meet-Point Billing arrangements in
order to provide a common transport option to Switched Access Services Customers
via a Tandem Switch in accordance with the Meet-Point Billing guidelines
contained in the OBF's MECAB and MECOD documents, except as modified herein, and
BA's New Jersey Tariff Number 2, Section 2.4.8. The arrangements described in
this Section 6 are intended to be used to provide Switched Exchange Access
Service that originates and/or terminates on a Telephone Exchange Service that
is provided by either Party, where the transport component of the Switched
Exchange Access Service is routed through a Tandem Switch that is provided by
BA.

            6.3.2 In each LATA, the Parties shall establish MPB arrangements
between the applicable Rating Point/BA Wire Center combinations.

            6.3.3 Interconnection for the MPB arrangement shall occur at the
BA-IP in the LATA, unless otherwise agreed to by the Parties.

            6.3.4 Covad and BA will use reasonable efforts, individually and
collectively, to maintain provisions in their respective state access tariffs,
and/or provisions within the National Exchange Carrier Association ("NECA")
tariff No. 4, or any successor Tariff sufficient to reflect the MPB arrangements
established pursuant to this Agreement.

            6.3.5 Each Party shall implement the "Multiple ג–‡ג–‡ג–‡ג–‡/Single Tariff"
or "Multiple ג–‡ג–‡ג–‡ג–‡/Multiple Tariff" option, as appropriate, in order to ג–‡ג–‡ג–‡ג–‡ an
IXC for the portion of the jointly provided telecommunications service provided
by that Party.

            6.3.6 The rate elements to be billed by each Party are as set forth
in Schedule 6.3. The actual rate values for each Party's affected access service
rate element shall be the rates contained in that Party's own effective federal
and state access tariffs, or other document that contains the terms under which
that Party's access services are offered. The MPB billing percentages for each
Rating Point/BA Wire Center combination shall be calculated in accordance with
the formula set forth in subsection 6.3.17 below.

            6.3.7 Each Party shall provide the other Party with the billing
name, billing


                                       26


address, and Carrier Identification Code ("CIC") of the IXC, and identification
of the IXC's serving Wire Center in order to comply with the MPB notification
process as outlined in the MECAB document via facsimile or such other media as
the Parties may agree to.

            6.3.8 BA shall provide Covad with the Switched Access Detail Usage
Data (category 1101XX records) on magnetic tape or via such other media as the
Parties may agree to, no later than ten (10) business days after the date the
usage occurred.

            6.3.9 Covad shall provide BA with the Switched Access Summary Usage
Data (category 1150XX records) on magnetic tape or via such other media as the
Parties may agree, no later than ten (10) business days after the date of its
rendering of the ג–‡ג–‡ג–‡ג–‡ to the relevant IXC, which ג–‡ג–‡ג–‡ג–‡ shall be rendered no less
frequently than monthly.

            6.3.10 All usage data to be provided pursuant to subsections 6.3.8
and 6.3.9 above shall be sent to the following addresses:

      To Covad:         Covad to notify BA of Covad address.

      To BA:            ג–‡ג–‡ג–‡ג–‡ Atlantic
                        Tape Library
                        ג–‡ג–‡ג–‡ג–‡ ג–‡ג–‡ג–‡ג–‡ ג–‡ג–‡ג–‡ג–‡ג–‡ג–‡ ג–‡ג–‡ג–‡ג–‡ג–�
                        ג–‡ג–‡ג–‡ג–‡ג–‡ג–‡ג–‡ג–‡ג–‡ג–‡ג–�, ג–‡ג–‡ ג–‡ג–‡ג–‡ג–‡ג–�

Either Party may change its address for receiving usage data by notifying the
other Party in writing.

            6.3.11 Each Party shall coordinate and exchange the billing account
reference ("BAR") and billing account cross reference ("BACR") numbers or
Operating Company Number ("OCN"), as appropriate, for the MPB Service. Each
Party shall notify the other if the level of billing or other BAR/BACR elements
change, resulting in a new BAR/BACR number, or if the OCN changes.

            6.3.12 Errors may be discovered by Covad, the IXC or BA. Each Party
agrees to provide the other Party with notification of any errors it discovers
within two (2) business days of the date of such discovery. In the event of a
loss of data, both Parties shall cooperate to reconstruct the lost data and, if
such reconstruction is not possible, shall accept a reasonable estimate of the
lost data based upon prior usage data.

            6.3.13 Either Party may request a review or audit of the various
components of access recording up to a maximum of two (2) audits per calendar
year. All costs associated with each review and audit shall be borne by the
requesting Party. Such review or audit shall be conducted subject to
confidentiality protection and during regular business hours. A Party may


                                       27


conduct additional audits, at its expense, upon the other Party's consent, which
consent shall not be unreasonably withheld.

            6.3.14 Nothing contained in this subsection 6.3 shall create any
liability for damages, losses, claims, costs, injuries, expenses or other
liabilities whatsoever on the part of either Party (other than as may be set
forth in MECAB or in any applicable Tariff).

            6.3.15 The Parties shall not charge one another for the services
rendered or information provided pursuant to this subsection 6.3.

            6.3.16 MPB will apply for all traffic bearing the 500, 900, 800/888
(to the extent provided by an IXC) or any other non-geographic NPA which may be
likewise designated for such traffic in the future.

            6.3.17 In the event Covad determines to offer Telephone Exchange
Services in another LATA in which BA operates a Tandem Switch, BA shall permit
and enable Covad to subtend the BA Tandem Switch(es) designated for the BA End
Offices in the area where the Covad Rating Point(s) associated with the
NPA-NXX(s) to/from which the Switched Exchange Access Services are homed. The
MPB billing percentages for each new Rating Point/BA Wire Center combination
shall be calculated according to the following formula:

                     a / (a + b) = Covad Billing Percentage
                                       and
                     b / (a + b) = BA Billing Percentage

                  where:

                  a = the airline mileage between the Rating Point and the
            actual point of interconnection for the MPB arrangement; and

                  b = the airline mileage between the BA Wire Center and the
            actual point of interconnection for the MPB arrangement.

Covad shall inform BA of the LATA in which it intends to offer Telephone
Exchange Services and its calculation of the billing percentages which should
apply for such arrangement, as part of the notice required by subsection 4.4.1
above. Within ten (10) business days of Covad's delivery of notice to BA, BA and
Covad shall confirm the new Rating Point/BA Wire Center combination and billing
percentages. Nothing in this subsection 6.3.17 shall be construed to limit
Covad's ability to select to interconnect with BA in additional LATAs by means
of Interconnection at a Wire Center, to the extent that such Interconnection is
permitted under this Agreement.

            6.3.18 Within thirty (30) days of a request by Covad, BA agrees to
notify all switched access users with a Carrier Identification Code in a LATA in
which the Parties have newly established Interconnection arrangements pursuant
to this Agreement that BA and Covad have entered in a Meet Point Billing
arrangement.


                                       28


      6.4 800/888 Traffic

      The following terms shall apply when either Party delivers 800/888 calls
to the other Party for completion.

            6.4.1 When Covad delivers translated 800/888 calls to BA for
completion

      (a)   to an IXC, Covad shall:

            (i) Provide a MPB record in an industry standard format to BA; and

            (ii) ג–‡ג–‡ג–‡ג–‡ the IXC the appropriate Covad query charge associated with
            the call.

      (b)   as an IntraLATA call to BA or another LEC in the LATA, Covad shall:

            (i) Provide a copy record in an industry standard format to BA or
            the terminating LEC;

            (ii) Submit the call records to ITORP for payment by BA or the LEC
            that is the 800/888 service provider of Covad's and any intermediate
            LEC's Tariffed Exchange Access charges and query charges.

            6.4.2 When BA delivers translated 800/888 calls originated by BA's
or another LEC's Customers to Covad for completion

      (a)   to Covad in its capacity as an IXC, BA shall:

            (i) ג–‡ג–‡ג–‡ג–‡ Covad the appropriate BA query charge associated with the
            call; and

            (ii) ג–‡ג–‡ג–‡ג–‡ Covad the appropriate FGD Exchange Access charges
            associated with the call.

      (b)   as an IntraLATA call to Covad in its capacity as a LEC,

            (i) the originating LEC shall submit the appropriate call records to
            BA for processing under the IntraLATA Toll Originating
            Responsibility Plan ("ITORP") for payment by Covad of BA's (and
            another LEC's, if appropriate) tariffed Exchange Access charges; and

            (ii) Covad shall pay the originating LEC's appropriate query charge
            associated with the call.

            6.4.3 The settlement of all IntraLATA 800/888 calls exchanged
pursuant to this subsection 6.4 shall be in accordance with the terms of an
appropriate settlement agreement as


                                       29


mutually agreed to by the Parties.

7.0 TRANSPORT AND TERMINATION OF OTHER TYPES OF TRAFFIC

      7.1 Information Services Traffic

      The following provisions shall apply only to Covad-originated Information
Services Traffic directed to an information services platform connected to BA's
network. At such time as Covad connects Information Services platforms to its
network, the Parties shall agree upon a comparable arrangement for BA-originated
Information Services Traffic.

            7.1.1 Covad shall have the option to route Information Services
Traffic that originates on its own network to the appropriate information
services platform(s) connected to BA's network. In the event Covad exercises
such option, Covad will establish a dedicated trunk group to the BA information
services serving switch. This trunk group will be utilized to allow Covad to
route information service traffic originated on its network to BA.

            7.1.2 Covad shall provide an electronic file transfer or monthly
magnetic tape containing recorded call detail information to BA.

            7.1.3 BA shall provide to Covad via electronic file transfer or
magnetic tape or other means as available all necessary information to rate the
Information Services Traffic to Covad's Customers pursuant to the BA's
agreements with each information services provider. Information shall be
provided in as timely a fashion as practical in order to facilitate record
review and reflect actual prices set by the individual information services
providers.

            7.1.4 Covad shall ג–‡ג–‡ג–‡ג–‡ and collect such information services
provider charges and remit the amounts collected to BA less:

                  (a) The Information Services Billing and Collection fee set
            forth in Exhibit A; and

                  (b) An uncollectibles reserve calculated based on the
            uncollectibles reserve in BA's billing and collection agreement with
            the applicable information services provider; and

                  (c) Customer adjustments provided by Covad.

      Covad shall provide to BA sufficient information regarding uncollectibles
and Customer adjustments to allow BA to pass through the adjustments to the
information services provider, and BA shall pass through such adjustments.
However, if the information services provider disputes such adjustments and
refuses to accept such adjustments, Covad shall reimburse BA for all such
disputed adjustments. Final resolution regarding all disputed adjustments shall
be solely between Covad and the information services provider.


                                       30


            7.1.5 Nothing in this Agreement shall restrict either Party from
offering, or obviate either Party's obligations, if any, under Applicable Laws
to offer, to its Telephone Exchange Service Customers the ability to block the
completion of Information Service Traffic or from establishing such blocking as
the default and requiring that such Customers make an affirmative request to
remove the blocking.

            7.1.6 To the extent either Party offers variable rated (e.g. 976,
554, and/or 915, as applicable) information services, the Parties may agree to
separate arrangements for the billing and compensation of such services.

            7.1.7 The Information Services Traffic addressed herein does not
include 555 traffic or similar traffic with AIN service interfaces, which
traffic shall be subject to separate arrangements between the Parties.

      7.2 LSV/VCI Traffic

            7.2.1 If Party A decides or is required by a regulatory body of
competent jurisdiction to offer LSV and VCI services to enable its Customers to
verify and/or interrupt calls of Party B's Customers, Party B shall accept and
respond to LSV and VCI requests from the operator bureau of the Party A. Each
Party shall compensate the other Party for LSV and VCI inquiries in accordance
with the other Party's Tariffed rates, the terms of the Directory Assistance and
Call Completion Agreement appended hereto as Exhibit C, or as may be agreed to
by the Parties.

            7.2.2 The Party B operator shall only verify the status of the line
(LSV) or interrupt the line to inform the called party that there is a call
waiting. The Party B operator will not complete the telephone call of the
Customer initiating the LSV/VCI request. The Party B operator will only make one
LSV/VCI attempt per Customer operator bureau telephone call, and the applicable
charges apply whether or not the called party releases the line.

            7.2.3 Each Party's operator bureau shall accept LSV and VCI
inquiries from the operator bureau of the other Party in order to allow
transparent provision of LSV/VCI Traffic between the Parties' networks.

            7.2.4 Each Party shall route LSV/VCI Traffic inquiries over separate
direct trunks (and not the Local/IntraLATA/InterLATA Trunks) established between
the Parties' respective operator bureaus. Each Party shall offer interconnection
for LSV/VCI traffic at its operator services Tandem Office, or other mutually
agreed point in the LATA. Separate LSV/VCI trunks will be directed to the
operator services Tandem Office designated by Party B. Unless otherwise mutually
agreed, the Parties shall configure LSV/VCI trunks over the Interconnection
architectures in accordance with the terms of Section 4, consistent with the
ְײּלֳּappֲֿװ״t Implementation and Grooming Process. Party A shall outpulse the
appropriate NPA, ATC Code, and Routing Code (operator code) to Party B.


                                       31


      7.3 Transit Service

            7.3.1 Each Party shall exercise all reasonable efforts to enter into
a reciprocal local traffic exchange arrangement (either via written agreement or
mutual tariffs) with any wireless carrier, ITC, CLEC, or other LEC to which it
sends, or from which it receives, local traffic that transits the other Party's
facilities over Traffic Exchange Trunks. If either Party fails to enter into
such an arrangement as quickly as commercially reasonable following the
Effective Date and to provide written notification of such Agreement, including
the relevant rates therein, to the other Party, but continues to utilize the
other Party's Transit Service for the exchange of local traffic with such
wireless carrier, ITC, CLEC, or other LEC, then the Party utilizing the Transit
Service shall, in addition to paying the rate set forth in Exhibit A for said
Transit Service, pay the other Party any charges or costs such terminating third
party carrier imposes or levies on the other Party for the delivery or
termination of such Traffic, including, where not prohibited by Applicable Law,
any switched access charges, plus all reasonable expenses incurred by the other
Party in delivering or terminating such Traffic and/or resulting from the
utilizing Party's failure to secure said reciprocal local traffic exchange
arrangement. Each Party will, upon request, provide the other Party with all
reasonable cooperation and assistance in obtaining such arrangements. In
addition, neither Party shall take any actions to prevent the other Party from
entering into a direct and reciprocal local traffic exchange arrangement (either
via written agreement or mutual tariffs) with any wireless carrier, ITC, CLEC,
or other LEC to which it sends, or from which it receives, local traffic that
does not utilize the Transit Service of the first Party. The Parties agree to
work cooperatively in appropriate industry fora to promote the adoption of
reasonable industry guidelines relating to Transit Traffic.

            7.3.2 Transit Traffic that is originated by an ITC or wireless
carrier shall be settled in accordance with the terms of an appropriate
settlement agreement as mutually agreed to by the Parties. Meet-Point Billing
compensation arrangements as described in subsection 6.3 shall be utilized for
compensation for the joint handling of Toll Traffic.

            7.3.3 BA expects that most networks involved in Transit Traffic will
deliver each call to each involved network with CCIS and the appropriate
Transactional Capabilities Application Part ("TCAP") message to facilitate full
interoperability of those services supported by BA and billing functions. In all
cases, each Party shall follow the Exchange Message Record ("EMR") standard and
exchange records between the Parties and with the terminating carrier to
facilitate the billing process to the originating network.

            7.3.4 Transit Traffic shall be routed over the Traffic Exchange
Trunks described in Section 5 above.

      7.4 911/E911 Arrangements

            7.4.1 Notwithstanding any other provision of this Agreement, where
this subsection 7.4 or other portions of this Agreement refer to or describe
911/E911 functions, services, or facilities as BA functions, services, or
facilities, the Parties agree that, in New Jersey, some such functions,
services, and facilities are provided, owned, and controlled not by BA but by


                                       32


the State of New Jersey, and that Covad will look to the State of New Jersey,
and not BA, and make arrangements with the State of New Jersey, and not BA, for
the provision of such functions, services, and facilities. BA will cooperate
with Covad in identifying all such functions, services, and facilities that are
provided, owned, or controlled by the State of New Jersey and in identifying the
contact points and procedures BA believes will facilitate Covad's promptly
securing such arrangements with the State of New Jersey as may be necessary for
the effective provision of 911/E911 service to Customers of Covad.

            7.4.2 Path and route diverse interconnections for 911/E911 shall be
made at the Covad-IP, the BA-IP, or other points as necessary and mutually
agreed, and as required by law or regulation.

            7.4.3 Within thirty (30) days of its receipt of a request from Covad
and to the extent authorized by the relevant federal, state, and local
authorities, BA will provide Covad with the following at no charge:

            (a) a file on diskette or other mutually agreed upon medium
containing the Master Street Address Guide ("MSAG") for each county within the
LATA(s) specified in this Agreement, which MSAG shall be updated no more
frequently than monthly and a complete copy of which shall be made available on
an annual basis;

            (b) a list of the address, CLLI code, and an associated NXX of each
911/E911 selective router or 911 Tandem office(s) in the area in which Covad
plans to offer Telephone Exchange Service;

            (c) a list of the address, CLLI code, associated NXX, contact name
and phone number of each PSAP in each county in the area in which Covad plans to
offer Telephone Exchange Service;

            (d) a list of BA personnel who currently have responsibility for
each county's 911 requirements;

            (e) the ten-digit subscriber number for each PSAP or the "main" PSAP
that subtends each BA 911/E911 selective router or 911 Tandem to which Covad is
interconnected for the transfer of "0-" calls to the PSAP;

            (f) any special 911 trunking requirements for each 911/E911
selective router or 911 Tandem;

            (g) an electronic interface, when available, through which Covad
shall input and provide a daily update of 911/E911 database information related
to appropriate Covad Customers. Until such time as an electronic interface is
available, Covad shall provide BA with all appropriate 911 information such as
name, address, and telephone number in writing for BA's entry into the 911
database system. Any 911-related data exchanged between the Parties prior to the
availability of an electronic interface shall conform to BA standards, whereas
911-related data


                                       33


exchanged electronically shall conform to the National Emergency Number
Association standards;

            (h) return of any Covad E911 data entry files containing errors, so
that Covad may ensure the accuracy of the Customer records; and

            (i) a Design Layout Record ("DLR") of a 911 (CAMA) trunk, if
applicable.

            7.4.4 In cases where a Customer of one Party elects to discontinue
its service and become the Customer of the other Party ("Party B") but desires
to retain its original telephone number pursuant to an INP arrangement, Party B
will outpulse the telephone number to which the call has been forwarded (i.e.
the Customer's ANI) to the 911 Tandem Office. Party B will also provide the 911
database with both the forwarded number and the directory number, as well as the
appropriate address information of the Customer.

            7.4.5 BA and Covad will use their best efforts to facilitate the
prompt, robust, reliable and efficient interconnection of Covad systems to the
911/E911 platforms.

            7.4.6 BA and Covad will work cooperatively to arrange meetings with
PSAPs to answer any technical questions the PSAPs, or county or municipal
coordinators may have regarding the 911/E911 arrangements.

            7.4.7 The Parties acknowledge that the provision of INP, until PNP
with full 911 compatibility is available, creates a special need to have the
Automatic Location Identification ("ALI") screen reflect two number: the "old"
number and the "new" number assigned by Covad. The Parties acknowledge further
the objective of including the five character Telephone Company Identification
("TCI") of the company that provides service to the calling line as part of the
ALI display. Until such time as TCI is operational, however, BA and Covad agree
to supply and use the three-letter Access Carrier Name Abbreviation ("ACNA") as
the carrier identifier.

            7.4.8 Covad will compensate BA for connections to its 911/E911
pursuant to Exhibit A.

            7.4.9 Covad will comply with all applicable rules and regulations
pertaining to the provision of 911/E911 services in New Jersey.

      7.5 Ancillary Traffic Generally

      Ancillary Traffic that may be terminated at a BA Wire Center pursuant to
subsection 4.5 above shall be subject to a separate transport charge for
transport from the Wire Center to the appropriate Tandem Office, as set forth in
Exhibit A.

8.0 NUMBER RESOURCES, RATE CENTERS AND RATING POINTS

      8.1 Nothing in this Agreement shall be construed to limit or otherwise
adversely affect


                                       34


in any manner either Party's right to employ or to request and be assigned any
Central Office (NXX) Codes pursuant to the Central Office Code Assignment
Guidelines, as may be amended from time to time, or to establish, by Tariff or
otherwise, Rate Centers and Rating Points corresponding to such NXX codes. Until
such time as number administration is provided by a third party, BA shall
provide Covad access to telephone numbers by assigning NXX codes to Covad in
accordance with such Assignment Guidelines.

      8.2 It shall be the responsibility of each Party to program and update its
own switches and network systems in accordance with the Local Exchange Routing
Guide ("LERG") in order to recognize and route traffic to the other Party's
assigned NXX codes at all times. Neither Party shall impose any fees or charges
whatsoever on the other Party for such activities, except as expressly set forth
in this Agreement.

      8.3 Unless mandated otherwise by a Board order, the Rate Center Areas will
be the same for each Party. During the term of this Agreement, Covad shall adopt
the Rate Center Areas and Rate Center Points that the Board has approved for BA,
in all areas where BA and Covad service areas overlap, and Covad shall assign
whole NPA-NXX codes to each Rate Center unless the LEC industry adopts
alternative methods of utilizing NXXs in the manner adopted by the NANP.

      8.4 Covad will also designate a Routing Point for each assigned NXX code.
Covad shall designate one location for each Rate Center Area as the Routing
Point for the NPA-NXXs associated with that Area, and such Routing Point shall
be within the same LATA as the Rate Center Area but not necessarily within the
Rate Center Area itself.

      8.5 Notwithstanding anything to the contrary contained herein, nothing in
this Agreement is intended to, and nothing in this Agreement shall be construed
to, in any way constrain Covad's choices regarding the size of the local calling
area(s) that Covad may establish for its Customers, which local calling areas
may be larger than, smaller than, or identical to, BA's local calling areas.

9.0 NETWORK MAINTENANCE AND MANAGEMENT; OUTAGES

      9.1 The Parties will work cooperatively to install and maintain a reliable
network. Covad and BA will exchange appropriate information (e.g., maintenance
contact numbers, escalation procedures, network information, information
required to comply with law enforcement and other security agencies of the
Government) to achieve this desired reliability. In addition, the Parties will
work cooperatively to apply sound network management principles to alleviate or
to prevent congestion. BA and Covad agree to work cooperatively to implement
technical guidelines to prevent degradation or other impairments to the quality
or reliability of either Party's network.

      9.2 Each Party recognizes a responsibility to follow the standards that
may be agreed to between the Parties and to employ characteristics and methods
of operation that will not


                                       35


interfere with or impair the service or any facilities of the other or any third
parties connected with or involved directly in the network of the other.

      9.3 Interference or Impairment

      If BA reasonably determines that the use of an unbundled Network Element
or network service by Covad is interfering with or impairing BA's provision of
services, BA shall have the right to discontinue service to the degree
reasonably necessary to resolve the interference or impairment, subject,
however, to the following: :

            9.3.1 BA shall have given Covad at least ten (10) days' prior
written notice of the interference or impairment and the need to correct the
condition within said time period.

            9.3.2 BA shall have concurrently provided a copy of the notice
provided to Covad under subsection 9.3.1 above to the appropriate federal and/or
state regulatory bodies.

            9.3.3 Notice in accord with subsections 9.3.1 and 9.3.2 above shall
not be required in emergencies and BA may immediately discontinue service if
reasonably necessary to avoid interference with or impairment of BA's network or
services.. In such case, however, BA shall use all reasonable means to notify
Covad and the appropriate federal and/or state regulatory bodies.

            9.3.4 Upon correction of the interference or impairment, which may
include relocation at appropriate rates and charges, BA will promptly renew
service to Covad. During such period of discontinuance, there will be no
compensation or credit allowance by BA to Covad for interruptions.

            9.3.5 The provisions of this Section 9.3 shall not apply to ADSL-2W,
HDSL-2W, and HDSL-4W ULLs provided to Covad by BA pursuant to Section 11.2 of
this Agreement, so long as Covad conforms to the applicable technical references
in its use of such Loops.

            9.3.6 If ג–‡ג–‡ג–‡ג–‡ Atlantic reasonably determines that (i) Covad's use of
an unbundled Network Element or a service provided by BA or (ii) the
characteristics and methods of operation used by Covad will or may interfere
with or impair BA's provision of services, BA shall give Covad at least twenty
(20) days' prior written notice of the potential interference or impairment and
the need to correct the condition within said time period. If Covad fails to
correct the condition within said time period, BA may take any action permitted
by Applicable Law, including, but not limited to, filing a complaint with or
seeking other relief from the FCC or the Department.

      9.4 Repeated or Willful Noncompliance

      The Interconnection, unbundled Network Elements, and services provided
hereunder may be discontinued by either Party upon thirty (30) days written
notice to the other for repeated or willful violation of and/or a refusal to
comply with this Agreement in any material respect. The


                                       36


Party discontinuing will notify the appropriate federal and/or state regulatory
bodies concurrently with the notice to the other Party of the prospective
discontinuance.

      9.5 Outage Repair Standard

      In the event of an outage or trouble in any arrangement, facility, or
service being provided by a Party hereunder, the providing Party will follow
procedures for isolating and clearing the outage or trouble that are no less
favorable than those that apply to comparable arrangements, facilities, or
services being provided by the providing Party to itself or any other carrier
whose network is connected to that of the providing Party. Covad and BA may
agree to modify those procedures from time to time based on their experience
with comparable Interconnection arrangements with other carriers.

      9.6 Notice of Changes -- Section 251(c)(5)

      If a Party makes a change in the information necessary for the
transmission and routing of services using that Party's network, or any other
change in its network which it believes will materially affect the
inter-operability of its network with the other Party's network, the Party
making the change shall provide at least ninety (90) days advance written notice
of such change to the other Party. In addition to all other disclosure rules
required by Applicable Law, the Parties will comply with the Network Disclosure
rules adopted by the FCC in CC Docket No. 86-79 and those promulgated pursuant
to Section 251(c)(5) of the Act as may be amended from time to time.

      9.7 Fraud

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

10. JOINT NETWORK IMPLEMENTATION AND GROOMING PROCESS; INSTALLATION,
MAINTENANCE, TESTING AND REPAIR

      10.1 ְײּלֳּappֲֿװ״t Network Implementation and Grooming Process

      Upon request of either Party, the Parties shall jointly develop an
implementation and grooming process (the "ְײּלֳּappֲֿװ״t Grooming Process" or "ְײּלֳּappֲֿװ״t
Process") which may define and detail, inter alia,

            (a) agreement on Physical Architecture consistent with the
      guidelines defined in Section 4.0;

            (b) standards to ensure that Interconnection trunk groups experience
      a grade of service, availability and quality which is comparable to that
      achieved on interoffice trunks within BA's network and in accord with all
      appropriate relevant industry-accepted


                                       37


      quality, reliability and availability standards;

            (c) the respective duties and responsibilities of the Parties with
      respect to the administration and maintenance of the trunk groups,
      including, but not limited to, standards and procedures for notification
      and discoveries of trunk disconnects;

            (d) disaster recovery provision escalations;

            (e) additional technically feasible and geographically relevant
      IP(s) in a LATA as provided in Section 4.0 above; and

            (f) such other matters as the Parties may agree, including, e.g.,
      End Office to End Office high usage trunks as good engineering practices
      may dictate.

      Nothing in this subsection 10.1 shall affect either Party's obligations to
      meet the milestone dates set forth in Schedule 3.0 hereof.

      10.2 Installation, Maintenance, Testing and Repair

      Unless otherwise agreed to by the Parties, Interconnection shall be
provided at parity. For purposes of this Agreement, a Party's obligation to
provide parity shall be in accordance with Applicable Laws, including relevant
Tariffs or service standards, regarding the establishment of Interconnectin
arrangements. . If either Party is unable to fulfill its obligations under this
subsection 10.2, it shall notify the other Party of its inability to do so and
will negotiate alternative intervals in good faith. The Parties agree that the
standards to be used by each Party for isolating and clearing any disconnections
and/or other outages or troubles shall be at parity.

      10.3 Forecasting Requirements for Trunk Provisioning

      Within ninety (90) days of executing this Agreement, Covad shall provide
BA a one (1) year traffic forecast. This initial forecast will provide the
amount of traffic to be delivered to BA over each of the Traffic Exchange Trunk
groups over the next four (4) quarters. The forecast shall be updated and
provided to BA on an as-needed but no less frequently than quarterly basis. All
forecasts shall include Access Carrier Terminal Location (ACTL), traffic type
(local/toll, operator services, 911, etc.), code (identifies trunk group), A
location/Z location (CLLI codes for Covad-IPs and BA-IPs), interface type (e.g.,
DS1), and trunks in service each year (cumulative).

            10.3.1 Initial Forecasts/Trunking Requirements Because BA's trunking
requirements will, at least during an initial period, be dependent on the
customer segments and service segments within customer segments to whom Covad
decides to market its services, BA will be largely dependent on Covad to provide
accurate trunk forecasts for both inbound (from BA) and outbound (from Covad)
traffic. BA will, as an initial matter and upon request, provide the same number
of trunks to terminate local traffic to Covad as Covad provides to terminate
local traffic to BA, unless Covad expressly identifies particular situations
that are expected to produce traffic that is substantially skewed in either the
inbound or outbound direction, in which


                                       38


case BA will provide the number of trunks Covad suggests; provided, however,
that in all cases BA's provision of the forecasted number of trunks to Covad is
conditioned on the following: that such forecast is based on reasonable
engineering criteria, there are no capacity constraints, and Covad's previous
forecasts have proven to be reliable and accurate.

            10.3.2 Monitoring and Adjusting Forecasts BA will, for ninety (90)
days, monitor traffic on each trunk group that it establishes at Covad's
suggestion or request pursuant to the procedures identified in subsection 10.3.1
above. At the end of such ninety (90) day period, BA may disconnect trunks that,
based on reasonable engineering criteria and capacity constraints, are not
warranted by the actual traffic volume experienced. If, after such initial
ninety (90) day period for a trunk group, BA determines that any trunks in the
trunk group in excess of four (4) DS-1s are not warranted by actual traffic
volumes (considering engineering criteria for busy hour CCIS and blocking
percentages), then BA may hold Covad financially responsible for the excess
facilities. In subsequent periods, BA may also monitor traffic for ninety (90)
days on additional trunk groups that Covad suggests or requests BA to establish.
If, after any such (90) day period, BA determines that any trunks in the trunk
group are not warranted by actual traffic volumes (considering engineering
criteria for busy hour CCIS and blocking percentages), then BA may hold Covad
financially responsible for the excess facilities. At any time during the
relevant ninety (90) day period, Covad may request that BA disconnect trunks to
meet a revised forecast. In such instances, BA may hold Covad financially
responsible for the disconnected trunks retroactive to the start of the ninety
(90) day period through the date such trunks are disconnected.

            10.3.3 Reciprocal Responsibility To the extent that BA requires
Covad to install trunks for delivery of traffic to BA, Covad may apply the same
procedures with respect to BA's trunking requirements.

            10.3.4 Future Forecasts/Trunking Requirement The Parties agree to
determine and develop reciprocal forecast requirements at the end of two (2)
years following the Service Activation Date (as set forth in Schedule 3.0).

      10.4 Demand Management Forecasts

            10.4.1 Covad will furnish BA with good faith demand management
forecasts to enable BA to effectively plan its network infrastructure and work
force levels to accomodate anticipated Covad demand for BA services and
products. Such forecasts will describe Covad's expected needs for service
volumes, and timeframes for service deployment, by wire center. Covad agrees to
provide such forecasts to BA thirty (30) days following the Effective Date, with
updates to follow every six months thereafter. BA agrees that such forecasts
shall be subject to the confidentiality provisions defined in subsection 29.4
below, and that such information will only be used by BA to provide
Interconnection, unbundled Network Elements and other services pursuant to this
Agreement.

11.0 UNBUNDLED ACCESS -- SECTION 251(c)(3)


                                       39


      To the extent required of each Party by Section 251 of the Act, each Party
shall offer to the other Party nondiscriminatory access to Network Elements on
an unbundled basis at any technically feasible point. BA shall unbundle and
separately price and offer Network Elements such that Covad will be able to
lease and interconnect to whichever of the Network Elements Covad requires, and
to allow Covad to combine the BA-provided elements with any facilities and
services that Covad may itself provide, subject to Applicable Law. To the extent
permitted by Applicable Law, Covad may use one or more unbundled Network
Elements to provide to itself, its affiliates or its customers any feature,
function or service option that (1) such unbundled Network Element is presently
capable or becomes capable of providing in the BA network, (2) is described in
the applicable Bellcore and other industry standard technical references
identified herein and which the BA network has the capability of providing on
the Effective Date of this Agreement or becomes capable of providing during the
Term of this Agreement, or (3) may otherwise be agreed to by the Parties. Unless
otherwise required by Applicable Law, any combination by Covad of unbundled
Network Elements purchased from BA shall be through a Collocation arrangement
pursuant to Section 13.0 or applicable Tariff.

      The unbundled Network Elements and rates specified in this Agreement shall
be made available by BA to Covad purusant to and to the extent required by
Applicable Law. Unless otherwise provided in this Agreement, the unbundled
Network Elements specified in this Agreement shall be made available by BA to
Covad for ordering and provisioning on the Effective Date. To the extent
required by Applicable Law, and notwithstanding anything to the contrary in this
Section, BA will offer Covad nondiscriminatory access to ADSL-2W, HDSL-2W, and
HDSL-4W ULLs to the extent that BA offers such ULLs to any Telecommunications
Carrier in the state of New Jersey. Nothing in the preceding sentence or
elsewhere in this Section is intended to obligate ג–‡ג–‡ג–‡ג–‡ Atlantic to provide
ADSL-2W, HDSL-2W and HDSL-4W ULLs as of a specific date (other than as may be
required by Applicable Law) or to constitute a waiver of any right Covad may
have to obtain such Loops. In the event that a change in Applicable Law requires
ג–‡ג–‡ג–‡ג–‡ Atlantic to provide ADSL-2W, HDSL-2W and HDSL-4W ULLs or other types of
DSL-compatible Loops, the Parties will negotiate in good faith a
non-discriminatory, commercially reasonable schedule for the availability of
each such type of Loop consistent with Applicable Law.

      Covad and BA agree that the unbundled Network Elements identified in this
Section 11 are not exclusive and that pursuant to the BFR Process Covad may
identify and request that ג–‡ג–‡ ג–‡ג–‡ג–‡ג–‡ג–‡ג–‡ג–� additional or revised unbundled Network
Elements to the extent required under the Act. Additionally, if BA provides any
unbundled Network Element that is not identified in this Agreement to a
requesting Telecommunications Carrier, including a BA Affiliate, without
requiring such carrier to utilize the BFR process, then BA will make available
the same unbundled Network Element to Covad without Covad being required to use
the BFR Process.

      At the time Covad provides BA with an order for a particular unbundled
Network Element other than the standard interfaces provided under this
Agreement, Covad may request any technically feasible network interface. Any
such requested network interface shall be subject to the approval of BA, which
approval shall not be unreasonably withheld or delayed. If Covad's request is
denied, BA shall provide Covad with written notice of said denial, including, if


                                       40


applicable, a specific description of why it is technically infeasible for BA to
comply with Covad's request.

      For each appropriate unbundled Network Element, BA shall identify a
demarcation point and, if necessary and appropriate, access to such demarcation
point.

      11.1 Available Network Elements

      At the request of Covad, BA shall provide Covad access to the following
unbundled Network Elements in accordance with the requirements of the FCC
Regulations and Applicable Law:

            11.1.1 Local Loops, as set forth in subsection 11.2;

            11.1.2 The Network Interface Device, as set forth in subsection
11.3;

            11.1.3  Switching Capability, as set forth in subsection 11.4;

            11.1.4 Interoffice Transmission Facilities, as set forth in
subsection 11.5;

            11.1.5 Signaling Links and Call-Related Databases, as set forth in
Section 17;

            11.1.6 Operations Support Systems, as set forth in subsection 11.6;

            11.1.7 Operator Services and Directory Assistance, as set forth in
subsection 19.4; and

            11.1.8 such other Network Elements in accordance with subsection
11.8 below.

      11.2 Unbundled Local Loop ("ULL") Transmission Types

      Subject to subsection 11.7, BA shall allow Covad to access the following
unbundled Local Loop ("ULL") types unbundled from local switching and local
transport in accordance with the terms and conditions set forth in this
subsection 11.2.

            11.2.1 "2-Wire Analog Voice Grade ULL" or "Analog 2W" which supports
analog transmission of 300-3000 Hz, loop start, loop reverse battery, ground
start, and no signaling and terminates at both the Central Office MDF (or
equivalent) and the Customer premises, in accordance with BA TR72565 and
TR72570.

            11.2.2 "4-Wire Analog Voice Grade ULL" or "Analog 4W" provides an
effective 4-wire channel with 4-wire interfaces at each end that is suitable for
the transport of analog voice grade (nominal 300 to 3000 Hz) signals. The
service will operate with one of the following signaling types that may be
specified when the service is ordered: loop-start, ground-start,
loop-reverse-battery, duplex, and no signaling. The service is more fully
described in ג–‡ג–‡ג–‡ג–‡ Atlantic TR-


                                       41


72570.

            11.2.3 "2-Wire ISDN Digital Grade ULL" or "BRI ISDN" (Premium Link)
which supports digital transmission of two 64 kbps bearer channels and one 16
kbps data channel ("2B+D") in accordance with BA TR72575. BRI ISDN is a 2B+D
Basic Rate Interface-Integrated Services Digital Network (BRI-ISDN) Loop which
will support equipment that meets national ISDN standards and conforms to ANSI
T1.601-1992 & T1E1.4 90-004R3.

            11.2.4 "2-Wire ADSL-Compatible ULL" or "ADSL 2W" is a 2-wire,
non-loaded, twisted copper pair that meets revised resistance design or carrier
serving area design guidelines. An ADSL-2W is a transmission path that is
suitable for the transmission of up to a 6 mpbs digital signal downstream
(toward the Customer) and up to a 640 kbps digital signal upstream (away from
the Customer) while simultaneously carrying an analog voice signal, although
Covad is not restricted to those bandwidth specificaitons in providing its
services, provided that Covad complies with appropriate industry ADSL standards
and BA technical reference TR72575. An ADSL 2W terminates in a 2-wire electrical
interface at the Customer premises and at the ג–‡ג–‡ג–‡ג–‡ Atlantic Central Office
frame. 2-wire ADSL-compatible local loops are only available where existing
facilities can meet the non-loaded revised resistance design or carrier serving
area design guidelines. The upstream and downstream ADSL power spectral density
masks and dc line power limits referenced in BA TR 72575 must be met. 2-Wire
ADSL-compatible Local Loops are subject to availability.

            11.2.5 "2-Wire HDSL-Compatible ULL" or "HDSL 2W" consisits of a
single 2-wire, non-loaded, twisted copper pair that meets the carrier serving
area design criteria. The HDSL power spectral density mask and dc line power
limits referenced in BA TR 72575 must be met. 2-Wire HDSL-compatible Local Loops
are subject to availability.

            11.2.6 "4-Wire HDSL-Compatible ULL" or "HDSL 4W" consists of two
2-wire, non-loaded, twisted copper pairs that meet the carrier serving area
design criteria. The HDSL power spectral density mask and dc line power limits
referenced in BA TR 72575 must be met. 4-Wire HDSL-compatible Local Loops are
subject to availability.

            11.2.7 "4-Wire DS1-compatible ULL" (Digital Grade Loop) is a
transmission path that supports the transmission of digital signals of up to a
maximum binary information rate of 1.544 mbps and terminates in a 4-Wire
electrical interface at the Customer premises and a Covad Collocation node at a
BA Central Office. A DS-1 digital Grade Loop is capable of operating in a full
duplex, time division (digital) multiplexing mode and provides transmission
capacity equivalent to 24 voice grade channels with associated signaling,
twenty-four 56 kbps digital channels when in band signaling is provided or
twenty-four 64 kbps channels with the selection of the Clear Channel signaling
option, as described in BA TR 72575. .

            11.2.8 ULLs will be offered on the terms and conditions specified
herein and on such other terms in applicable Tariffs that are not inconsistent
with the terms and conditions set forth herein. BA shall make ULLs available to
Covad at the rates specified by the Board, as amended from time to time, subject
to the provisions of subsection 11.2.8.1 below.


                                       42


            11.2.8.1 BA will make Analog 2-Wire ULLs, BRI ISDN ULLs, Analog 4W
ULLs, and 4-Wire DS-1-compatible ULLs available for purchase by Covad at any
time after the Effective Date.

            11.2.9  Special Provisions Regarding ADSL and HDSL ULLs

            At Covad's request, BA will provide the ADSL-2W, HDSL-2W and HDSL-4W
ULLs described in Sections 11.2.4, 11.2.5 and 11.2.6 of this Agreement after
successful completion of a Technical Trial, if necessary, and an Operational
Trial for each ULL type. A Technical Trial is required prior to an Operational
Trial; however, the Technical and/or Operational Trial may or may not involve
Covad and will not take place in New Jersey. Upon Covad's request, BA will
advise Covad as to the status of any technical and/or operational trial(s) being
conducted or already completed by BA in any state. BA may also waive the need
for the Operational Trial, and BA will then provide Covad, and Covad may
utilize, such ULL types, subject to the provisions of Section
11.2.9.3-11.2.9.3.5 below.

      BA shall exercise its best efforts to utilize all technical data available
to it to satisfy its requirement to conduct a Technical Trial. BA shall share
with Covad, upon Covad's written request, the technical trial results related to
potential interference issues of any ADSL or HDSL technical trial that BA has
undertaken with another Telecommunications Carrier in its service territory, to
the extent that the information is not proprietary to the other
Telecommunications Carrier.

      At any time prior to its making ADSL Loops generally available in New
Jersey, BA may request that Covad engage in an Operational or Technical Trial
and Covad will negotiate in good faith to reach agreement on the parameters of
such a trial. Covad shall be deemed to have satisfied its good faith obligation
under this section, inter alia, if it (a) reasonably determines that it lacks
sufficient resources to engage in the requested trial at the time of the
request, or (b) is or has been engaged in a BA user group or Board collaborative
process that is addressing or has successfully addressed the issue proposed to
be resolved by the requested test.

      11.2.9.2 Rates

      The ADSL-2W and HDSL-2W rates and any other charges specified in Exhibit A
as applicable to such ULLs shall apply during the Operational Trial and
thereafter on an interim basis for ADSL-2W and HDSL-2W ULLs. The HDSL-4W rate
and other charges specified in Exhibit A as applicable to such ULLs shall apply
during the Operational Trial and on an interim basis thereafter for HDSL-4W ULLs
 . The interim rates identified in this subsection shall only apply until such
time as the Department approves rates for ADSL and HDSL-compatible ULLs that
comply with Section 252(d)(1) of the Act.

      11.2.9.3 Interference and Impairment for ADSL-2W, HDSL-2W and HDSL-4W
ULLs.

      After the successful completion of the Operational Trial and subject to
the BA published technical references and guidelines:


                                       43


      11.2.9.3.1 Covad shall be able to order and BA shall provision ADSL-2W,
HDSL-2W and HDSL-4W ULL(s).

      11.2.9.3.2. In its use of ADSL-2W, HDSL-2W and HDSL-4W ULLs, Covad shall
conform to the BA references and guidelines such that its provision of services
to its customers does not degrade or otherwise adversely affect the quality or
reliability of service to BA's customers, provided that BA is in compliance with
the provisions of this Section.

      11.2.9.3.3 BA shall conform to its references and guidelines and shall not
introduce services on its network that would degrade or otherwise adversely
affect the quality or reliability of service to Covad's Customers, provided that
Covad is in compliance with the provisions of this Section.

      11.2.9.3.4. If Covad determines that BA is deploying xDSL technology in a
manner that will or may interfere with Covad's provision of its services, Covad
shall notify BA in a reasonable manner and time frame. If BA determines that
Covad is using an ADSL or HDSL Compatible ULL in a manner that will or may
interfere with or impair BA's provision of its services, BA shall notify Covad
in a reasonable manner and time frame.

      11.2.9.3.5. The Parties agree to work cooperatively to resolve
interference or other impairment issues. In the event a cooprative resolution
cannot be reached, the Dispute Resolution procedures for this Agreement shall
apply.

      11.3 Network Interface Device

      At the request of Covad, BA shall permit Covad to connect a carrier's loop
to the Inside Wiring of a Customer's premises through BA's NID in the manner set
forth in Schedule 11.3. Covad must establish the connection to BA's NID through
an adjoining NID deployed by Covad. The Customer shall be responsible for
resolving any conflicts between service providers for access to Customer's
premises and Inside Wire.

      11.4 Unbundled Switching Elements

      BA shall make available to Covad the local Switching Element and tandem
Switching Element unbundled from transport, local loop transmission, or other
services, as more fully described in Schedule 11.4, in accordance with the terms
and conditions of and at the rates specified in BA's applicable Tariff as
amended from time to time. In the event that there is no applicable Tariff in
New Jersey, the Parties agree to negotiate the terms, conditions, and rates for
the provision of unbundled switching elements upon Covad's request..

      11.5 Interoffice Transmission Facilities

            11.5.1 BA will provide Covad access to unbundled interoffice
transmission facilities as set forth herein between its Central Offices.


                                       44


            11.5.2 BA will provide Covad access to unbundled shared IOF
transport in conjunction with Covad's purchase of unbundled local switching.
Unbundled shared IOF transport provides Covad access to BA's inter-office
transport facilities (i.e. existing route(s) that are used within the ג–‡ג–‡ג–‡ג–‡
Atlantic network) which carry transmission from several different carriers,
including BA.

            11.5.3 BA will provide Covad access to unbundled dedicated IOF
transport. "Dedicated Transport" is an interoffice transmission path of fixed
capacity between designated locations to which Covad is granted exclusive use.
Access to Dedicated Transport is from Covad's switching office or from its
Collocation arrangement established at BA's Central Office.

            11.5.4 Dedicated Transport will be paid for by Covad at rates set
forth in Exhibit A.

            11.5.5 BA will provide access to unbundled dedicated IOF transport
between: 1) Telecommunications Carrier switching office, 2) CLEC Collocation
Arrangements, and 3) a CLEC Collocation arrangement and a Telecommunications
Carrier switching office. When unbundled dedicated IOF transport terminates at a
ג–‡ג–‡ג–‡ג–‡ Atlantic Central Office, it must terminate at a CLEC Collocation
arrangement.

            11.5.6 BA will provide unbundled dedicated IOF transport at the
following transmission speeds: DS-1 and DS-3. For other transmission speed
requests (i.e. OC-n) Covad shall submit a Bona Fide Request (BFR).

            11.5.7 In addition to its obligations purusant to this Section 11.4,
BA shall provide Covad unbundled IOF Transport, unbundled from switching, and
other services as required by Applicable Law, at the rates, terms and conditions
set forth in applicable Tariffs, as amended from time to time.

      11.6 Operations Support Systems

      BA shall provide Covad with nondiscriminatory access to OSS functions for
pre-ordering, ordering, provisioning, maintenance and repair, and billing as
soon as required by Applicable Law. Once BA has developed a pre-order loop
qualification database for xDSL-compatible ULLs in New Jersey, and either (i)
makes the database available to other Telecommunications Carriers, or (ii)
utilizes the database in its own retail operations on a routine basis, it shall
provide Covad nondiscriminatory access to such database, at rates and charges to
be determined. Nothing in this subsection shall restrict Covad's ability to
obtain access to any operational support systems ("OSS") that BA makes generally
available to any other Telecommunications Carrier in the state. .

      11.7 Limitations on Unbundled Access

            11.7.1 BA shall only be required to provide ULLs and Ports where
such Loops and Ports are available.


                                       45


            11.7.2 Covad shall access BA's unbundled Network Elements
specifically identified in this Agreement via Collocation in accordance with
Section 13 at the BA Wire Center where those elements exist or other mutually
agreed upon means of Interconnection, and each ULL or Port shall, in the case of
Collocation, be delivered to Covad's Collocation by means of a Cross Connection
or Strapping, at the rates set forth in Exhibit A, or via such other alternative
arrangement(s) as the Parties may mutually agree, to the extent required by
Applicable Law.

            11.7.3 BA shall provide Covad access to its Unbundled Local Loops at
each of BA's Wire Centers for loops terminating in that Wire Center. In
addition, if Covad orders one or more ULL provisioned via Integrated Digital
Loop Carrier or Remote Switching technology deployed as a ULL concentrator, BA
shall, where available and in accordance with applicable technical references,
move the requested ULL(s) to a spare, existing physical ULL at no additional
charge to Covad. If, however, no spare physical ULL is available, BA shall
within three (3) business days of Covad's request notify Covad of the lack of
available facilities. In such event, BA shall offer Covad other options as may
be available, which shall, where feasible, include the placement of a suitable
digital line card at the remote terminal, provided that Covad shall agree to pay
the additional costs incurred by BA in making such other options available to
Covad. The additional cost of such other specific option, and the basis for
allocating such additional cost, will be determined at the time the option is
made available. Covad may also, at its discretion, make a Network Element Bona
Fide Request to BA to provide the unbundled Local Loop through the
demultiplexing of the integrated digitized ULL(s). Covad may also make a Network
Element Bona fide Request for access to Unbundled Local Loops at the ULL
concentration site point. Alternatively, Covad may choose to avail itself of
BA's Special Construction services, as set forth in Exhibit A, for the
provisioning of such ULL(s). Notwithstanding anything to the contrary in this
Agreement, standard provisioning intervals shall not apply to ULL provided under
this subsection 11.7.3.

            11.7.4 If Covad orders a ULL type and the distance requested on such
ULL exceeds the transmission characteristics in applicable technical references,
as specified below, distance extensions may be required and additional rates and
charges shall apply as set forth in Exhibit A or applicable Tariffs.

      Loop Type                     Technical Reference/Limitation

      ISDN                          Bellcore TA-NWT-000393
      HDSL 2W                       T1E1 Technical Report Number 28
      HDSL 4W                       T1E1 Technical Report Number 28
      ADSL 2W                       ANSI T1.413 1995 Specification

            11.7.5 BA will exercise all reasonable efforts to ensure that the
service intervals that apply to ULLs and unbundled Ports are comparable to the
(i) repair intervals that apply to the bundled dial tone line service, and (ii)
installation intervals that apply to other BA-coordinated services, except as
provided in Section 27. Although BA will make commercially reasonable efforts to
ensure that ULLs and unbundled ports meet specified or agreed-upon technical
standards, BA makes no warranty that the ULLs or unbundled Ports supplied by BA
hereunder will be compatible with the services Covad may offer to its Customers
if they are used in a manner


                                       46


not contemplated by the Parties.

      11.8 Availability of Other Network Elements on an Unbundled Basis

            11.8.1 BA shall, upon request of Covad and to the extent required by
Applicable Law, provide to Covad nondiscriminatory access to its Network
Elements on an unbundled basis for the provision of Covad's Telecommunications
Service. Any request by Covad for access to an BA Network Element that is not
already available shall be treated as a Network Element Bona Fide Request. Covad
shall provide BA access to its Network Elements as mutually agreed by the
Parties or as required by Applicable Laws.

            11.8.2 A Network Element obtained by one Party from the other Party
under this subsection 11.8 may be used in combination with the facilities of the
requesting Party only to provide a Telecommunications Service, including
obtaining billing and collection, transmission, and routing of the
Telecommunications Service.

            11.8.3 Notwithstanding anything to the contrary in this subsection
11.8, a Party shall not be required to provide a proprietary Network Element to
the other Party under this subsection 11.8 except as required by the Board or
FCC.

            11.8.4 BA will, on a semi-annual basis, notify Covad of the
availability of new unbundled Network Elements.

      11.9 Provisioning of Unbundled Local Loops

      The following coordination procedures shall apply for conversions of
"live" Telephone Exchange Services to ULLs. These and other mutually agreed-upon
procedures shall apply reciprocally for the "live" cutover of Customers from BA
to Covad and from Covad to BA.

            11.9.1 Upon request by Covad, BA will apply the following
coordination procedures to conversions of live Telephone Exchange Services to
ULLs. Coordinated cutover charges will apply to any such arrangement. If Covad
elects not to request coordinated cutover, BA will process Covad's request in
the normal course and subject to the normal installation intervals.

            11.9.2 Covad shall request ULLs from BA by delivering to BA a valid
electronic transmittal service order (when available) or another mutually
agreed-upon type of service order such as a Loop/NID Time and Material form.
Such service order shall be provided in accordance with industry format and
specifications or such format and specifications as may be agreed to by the
Parties. Within forty-eight (48) hours of BA's receipt of such valid service
order, BA shall provide Covad the firm order commitment date according to the
Performance Interval Dates set forth in Schedule 27 by which the ULLs covered by
such service order will be installed.

            11.9.3 On each ULL order in a Wire Center, Covad and BA will agree
on a cutover time at least forty eight (48) hours before that cutover time. The
cutover time will be


                                       47


defined as a 15-30 minute window within which both the Covad and BA personnel
will make telephone contact to complete the cutover.

            11.9.4 Within the appointed 15-30 minute cutover time, the BA person
will call the Covad person designated to coordinate cutover work.

            11.9.5 If Covad requires a change in scheduling, it must contact BA
to issue a supplement to the original order. The negotiations process to
determine the date and time of cutover will then be reinitiated as usual.

            11.9.6 If the Covad person is not ready within the appointed
interval and if Covad had not called to reschedule the work at least two (2)
hours prior to the start of the interval, Covad shall be liable for the
non-recurring charge for the unbundled elements scheduled for the missed
appointment. In addition, non-recurring charges for the rescheduled appointment
will apply.

            11.9.7 If BA is not available or not ready at any time during the
appointed 15-30 minute interval, Covad and BA will reschedule and BA will waive
the non-recurring charge for the unbundled elements originally scheduled for
that interval, whenever those unbundled elements are actually cut over pursuant
to an agreed-upon rescheduling.

            11.9.8 The standard time expected from disconnection of a live
Telephone Exchange Service to the connection of the unbundled element to the
Covad Collocation Arrangement is fifteen (15) minutes per voice grade circuit
for all orders consisting of twenty (20) ULLs or less. Orders involving more
than twenty (20) ULLs will require a negotiated interval.

            11.9.9 If unusual or unexpected circumstances prolong or extend the
time required to accomplish the coordinated cutover, the Party responsible for
such circumstances is responsible for the reasonable labor charges of the other
Party. Delays caused by the Customer are the responsibility of Covad.

            11.9.10 If Covad has ordered INP as part of an ULL installation, BA
will coordinate implementation of INP with the ULL installation. BA's provision
of unbundled elements shall in all cases be subject to the availability of
suitable facilities, to the extent permitted by Section 251 of the Act.

            11.9.11 If Covad requests or approves a BA technician to perform
services on the network side of the Rate Demarcation Point beyond normal
installation of the ULLs covered by the service order, BA may charge Covad for
any additional and reasonable labor charges to perform such services. BA may
also charge Covad its normal overtime rates for services Covad requests to be
performed outside of BA's normal business hours (M-F, 9 am to 5 pm, E.S.T.).

      11.10 Maintenance of Unbundled Local Loops

      BA has the obligation to maintain and repair unbundled Network Elements
provided to


                                       48


Covad on a nondiscriminatory basis and at parity with the maintenance and repair
services it provides to itself and other carriers. If (i) Covad reports to BA a
Customer trouble, (ii) Covad requests a dispatch, (iii) BA dispatches a
technician, and (iv) such trouble was not caused by BA facilities or equipment
in whole or in part, then Covad shall pay BA a charge set forth in Exhibit A for
time associated with said dispatch.. In addition, this charge also applies when
the Customer contact as designated by Covad is not available at the appointed
time. Covad accepts responsibility for initial trouble isolation and providing
BA with appropriate dispatch information based on its test results. If, as the
result of Covad instructions, BA is erroneously requested to dispatch within a
BA Central Office or to a POT Bay ("dispatch in"), BA may levy on Covad an
appropriate charge. If, as the result of Covad instructions, BA is erroneously
requested to dispatch outside a BA Central Office or to a POT Bay ("dispatch
out"), BA may levy on Covad an appropriate charge. BA agrees to respond to Covad
trouble reports on a non-discriminatory basis consistent with the manner in
which it provides service to its own retail customers or to any other similarly
situated Telecommunications Carrier.However, if BA imposes any charge on Covad
under this subsection 11.8 and the same trouble recurs and the cause in both
instances is determined to be in BA's facilities, then BA shall refund to Covad
all charges applicable to that trouble that were erroneously levied on and paid
by Covad to BA plus interest at the rate applicable to refunds of overpayments
pursuant to BA's Tariffs.

      11.11 Other Terms and Conditions Including Rates and Charges

            11.11.1 ULLs and other Network Elements will be offered on the terms
and conditions, including rates and charges, specified herein and on such other
terms as stated in applicable Tariffs, as amended from time to time, that are
not inconsistent with the terms and conditions set forth herein.

            11.11.2 In the event that the Board has not adopted permanent rates
for services, ULLs, and other Network Elements consistent with the requirements
of the FCC regulations, BA shall charge the non-recurring and monthly recurring
rates for ULLs and other Network Elements set forth in Exhibit A as interim
rates until such time as the Department adopts permanent rates consistent with
the requirements of the FCC Regulations. Such permanent rates shall be applied
in the manner described in Exhibit A and subsection 20.1.2 below.

            11.11.3 Monthly ULL Charges.

            11.11.3.1 "Current Monthly Rates" for ULLs are set forth in Exhibit
A.

            11.11.3.2 Nothing in this Agreement shall be construed to imply that
Covad agrees that the Current Monthly Rate referenced in Section 11.11.3.1 is a
reasonable or appropriate charge for ULLs.

12.0 RESALE -- SECTIONS 251(c)(4) and 251(b)(1)

      12.1  Availability of Retail Rates for Resale


                                       49


      Each Party shall make available its Telecommunications Services for resale
at the retail rates set forth in its Tariffs to the other Party in accordance
with Section 251(b)(1) of the Act. In addition, BA and Covad shall each allow
the resale by the other of all Telecommunications Services that are offered
primarily or entirely to other Telecommunications Carriers (e.g., Switched and
special Exchange Access Services) at the rates already applicable to such
services. BA shall also allow the resale by Covad of such other
non-Telecommunications Services as BA, in its sole discretion, determines to
provide for resale under terms and conditions to be agreed to by the Parties.

      12.2 Availability of Wholesale Rates for Resale

      BA shall make available to Covad for resale all Telecommunications
Services that BA provides at retail to Customers that are not Telecommunications
Carriers at the retail prices set forth in BA's Tariffs less the wholesale
discount set forth in Exhibit A in accordance with Section 251(c)(4) of the Act.
Such services shall be provided in accordance with the terms of the applicable
retail services Tariff(s), including, without limitation, user or user group
restrictions, as the case may be, subject to the requirement that such
restrictions shall in all cases comply with the requirements of Section 251 of
the Act and the FCC Regulations regarding restrictions on resale. The Parties
may also agree to negotiate term and/or volume discounts for resold services.

      12.3 Availability of Support Services and Branding for Resale

      BA shall make available to Covad the various support services for resale
described in Schedule 12.3 hereto in accordance with the terms set forth
therein. In addition, to the extent required by Applicable Law, upon request by
Covad and at prices, terms and conditions to be negotiated by Covad and BA, BA
shall provide BA Retail Telecommunications Services (as defined in Schedule
12.3) that are identified by Covad's trade name, or that are not identified by
trade name, trademark or service ג–‡ג–‡ג–‡ג–‡.

      12.4 Additional Terms Governing Resale and Use of BA Services

            12.4.1 Covad shall comply with the provisions of this Agreement
(including, but not limited to, all applicable BA Tariffs) regarding resale or
use of BA services. In addition, Covad shall undertake in good faith to ensure
that its Customers comply with the provisions of BA's Tariffs applicable to
their use of BA's Telecommunications Services.

            12.4.2 Without in any way limiting subsection 12.4.1, Covad shall
not resell (a) residential service to business or other nonresidential Customers
of Covad, (b) Lifeline or other means-tested service offerings, or grandfathered
service offerings, to persons not eligible to subscribe to such service
offerings from BA, or (c) any other BA service in violation of any user or user
group restriction that may be contained in the BA Tariff applicable to such
service to the extent such restriction is not prohibited by Applicable Laws. In
addition, Covad shall be subject to the same limitations that BA's own retail
Customers may be subject to with respect to any Telecommunications Service that
BA may, in its discretion and to the extent not prohibited by Applicable Law,
discontinue offering.


                                       50


            12.4.3 BA shall not be obligated to offer to Covad at a wholesale
discount Telecommunications Services that BA offers at a special promotional
rate if such promotions are for a limited duration of ninety (90) days or less.

            12.4.4 Upon request by BA, Covad shall provide to BA adequate
assurance of payment of charges due to BA in connection with Covad's purchase of
BA services for resale. Assurance of payment of charges may be requested by BA:
if Covad (a) in BA's reasonable judgment, at the Effective Date or at any time
thereafter, is unable to show itself to be creditworthy; (b) in BA's reasonable
judgment, at the Effective Date or at any time thereafter, is not creditworthy;
or, (c) fails to timely pay a ג–‡ג–‡ג–‡ג–‡ rendered to Covad by BA. Unless otherwise
agreed by the Parties, the assurance of payment shall be in the form of a cash
deposit and shall be in an amount equal to the charges for BA services that
Covad may reasonably be expected to incur during a period of two (2) months. BA
may at any time use the deposit or other assurance of payment to pay amounts due
from Covad.

            12.4.5 Covad shall not be eligible to participate in any BA plan or
program under which BA end user retail Customers may obtain products or
merchandise, or services which are not ג–‡ג–‡ג–‡ג–‡ Atlantic Retail Telecommunications
Services, in return for trying, agreeing to purchase, purchasing, or using ג–‡ג–‡ג–‡ג–‡
Atlantic Retail Telecommunications Services.

            12.4.6 BA may impose additional restrictions on Covad's resale of
BA's retail Telecommunications Services to the extent permitted by Applicable
Laws.

13.0 COLLOCATION -- SECTION 251(c)(6)

      13.1 BA shall offer to Covad Physical or Virtual Collocation of equipment
necessary for Interconnection (pursuant to Section 4.0) or for access to
unbundled Network Elements (pursuant to Section 11.0), pursuant to the terms and
conditions in this Section and BA's approved Tariffs on file with the FCC and
the Board, except that BA may offer only Virtual Collocation if BA demonstrates
to the Board that Physical Collocation as described in this Agreement is not
practical for technical reasons or because of space limitations, as provided in
Section 251(c)(6) of the Act. BA shall provide Collocation solely for the
purpose of Interconnection with facilities or services of BA or access to
unbundled Network Elements of BA, except as otherwise mutually agreed to in
writing by the Parties or as required by the FCC or the Board, subject to
applicable federal and state Tariffs and license agreements.

      13.2 BA shall offer, upon request by Covad and to the extent technically
feasible, Physical Collocation arrangements where the dedicated space may be a
minimum of approximately twenty-five (25) square feet, at the appropriate cost.
In the event there is no existing Tariff for this arrangement, the Parties shall
expeditiously and in good faith negotiate interim terms for this type of
physical Collocation. Such arrangements shall be made pursuant to applicable
Tariff(s) when such Tariff(s) are approved.


                                       51


      13.3 BA will provide Covad with Physical Collocation as specified in
Sections 13.1 and 13.2 above; provided however, that upon written request by
Covad, ג–‡ג–‡ג–‡ג–‡ Atlantic will not enclose by a cage or other means Covad's equipment
that is placed within the secured and physically separated area set aside by
ג–‡ג–‡ג–‡ג–‡ Atlantic within a Central Office for the purposes of Collocation set forth
in 13.1 above and pursuant to any applicable BA Collocation Tariff(s). In the
event that there is no existing Tariff for this entire arrangement, the Parties
shall expeditiously and in good faith negotiate interim terms for this type of
physical Collocation. This entire arrangement shall be made pursuant to
applicable Tariff(s) when such Tariff(s) are approved.

      13.4 Collocation shall be made available to Covad on BA Premises as
required by Applicable Law and in a manner that is at parity to the priorities
that BA provides to persons who are permitted to collocate, including BA's
Affiliates that are required to collocate. Pursuant to applicable Tariff, or to
Schedule 13.4 until such time as an approved Tariff is effective, BA will
provide Covad with shared cage Collocation, in which Covad can collocate
equipment in another collocating entity's physical Collocation arrangement. Upon
request by Covad for shared cage Collocation, the Parties will negotiate
expeditiously and in good faith to resolve any operational, provisioning and
billing issues that are not covered by an applicable Tariff or Schedule 13.4.
Notwithstanding any other provision of this Agreement, BA will provide Covad
with alternative Collocation arrangements (including "cage-less" physical
Collocation) to the extent that such arrangements are required by Applicable
Law, and may consider other alternative arrangements proposed by Covad. BA shall
provide Collocation at additional locations for placement of equipment necessary
for Interconnection or for access to unbundled Network Elementsto the extent
required by Applicable Law.

      13.5 In comport with Applicable Law, Covad reserves the right to have
Covad's dedicated (but not common) Collocation space constructed by a third
party sub-contractor in accordance with BA engineering specifications utilizing
a BA-approved sub-contractor. Request by Covad for approval of additional
sub-contractors will bot be unreasonably withheld.

      13.6 Covad may collocate Digital Subscriber Line Access Multiplexers
("DSLAM"s) in its collocated space, subject to the requirements of this Section.
Covad may install any equipment allowed by Law, including Remote Switching
Modules ("RSM"s) and DSLAMs in its Collocation space unless and until the FCC,
the Board, or a court of competent jurisdiction determines that incumbent LECs
need not permit Collocation of such equipment, in which event BA must allow
Covad a reasonable transition period for removing, replacing or modifying such
equipment, or for otherwise negotiating a mutually satisfactory alternative
arrangement with BA. Covad agrees that any such equipment must comply with
National Equipment Building System ("NEBS") Level III. Covad agrees that such
RSM or DSLAM equipment as may be collocated at BA premises will not be used to
provide switching functionality unless such use is specifically approved by the
Board..

            BA will permit Covad to install, maintain, repair and use ATM
cross-connect equipment in BA Premises where Covad has established a physical
Collocation arrangement, provided that such equipment will be used to support
pre-defined point-to-point Private Virtual Connections ("PVC"s) between the
Premises-collocated equipment and other points off BA's


                                       52


network. The ATM cross-connect equipment shall be used exclusively for
aggregating and transporting traffic and will not under any circumstances be
used for dynamic routing or switching of traffic. BA shall have the right at its
own expense to audit Covad's use of such collocated equipment, and if it finds
that Covad is using the equipment for switching of Local Traffic or other uses
prohibited hereunder, BA may either invoke the dispute resolution provisions of
this Agreement, or notify Covad in writing and Covad shall then remove such
equipment from BA's Premises.

      13.7 Covad agrees to offer to BA Collocation of equipment for purposes of
Interconnection (pursuant to Section 4.0) on a non-discriminatory basis and at
comparable rates, terms and conditions as Covad may provide to other third
parties. Covad shall provide such Collocation subject to applicable Tariffs.

      13.8 In the course of implementation of Collocation project, BA shall::

      (a) identify the Collocation project manager assigned to the project;

      (b) develop a written comprehensive "critical tasks" timeline detailing
the work (and relative sequence thereof) that is to be performed by each Party
or jointly by both Parties; and

      (c) provide Covad with the relevant engineering requirements.

      13.9 The Collocating Party shall purchase Cross Connection to services or
facilities as described in applicable Tariffs or this Agreement. Transport
facilities may be leased from BA under terms and conditions set forth in this
Agreement or applicable Tariffs.

      13.10 Except in the event that Covad changes its Application for
Collocation requirements after they have been accepted by BA and such changes
would, in the reasonable judgement of BA, cause a construction or other delay
which would affect the delivery of collocated space, or in the event of "Special
Circumstances" detailed by BA for Covad, and subject to the circumstances
contemplated by Section 29.3 of this Agreement, the collocated space shall be
constructed, made ready, and delivered by BA to Covad within the interval
specified in the applicable Tariff following the date of receipt by BA of
Covad's Application for Collocation and the applicable BA Tariff fee(s).

      Covad and BA also agree that a three (3) week extension will apply when
"Special Circumstances" are identified at the time of a "space walk-through" or
later in the Collocation process, provided that BA notifies Covad within two (2)
business days of the discovery of such "Special Circumstances". For the purposes
of this Section 13.0, the term "Special Circumstances" shall mean special,
unusual, or unanticipated conditions or circumstances arising out of or required
by Covad's Application for Collocation (excluding changes made by Covad to such
Application after such Application has been accepted by BA) which could, in the
reasonable judgement of BA, cause a construction or other delay in the delivery
of collocated space, including, by way of illustration and without limitation,
major construction obstacles, asbestos abatement procedures or uncustomary
modifications to the Collocation premises.


                                       53


      In those instances where Covad changes its requirements which will affect
the delivery of collocated space, or where otherwise extraordinary circumstances
exist, the interval for construction and delivery of the collocated space shall
be extended to reflect those changes upon mutual agreement of the Parties.

      13.11 Collocation shall occur under the terms of each Party's applicable
and available Tariffs, subject to the provisons of this Section 13, and pursuant
to Applicable Law.

      13.12 Cage-to-Cage Interconnection

            13.12.1 Cage-to-Cage Interconnection provides for the dedicated
connection between a Covad Collocation arrangement established pursuant to
applicable Tariffs and/or license agreements at a BA Premises and the
Collocation arrangement of a third party carrier that maintains a Collocation
arrangement at the same premises, so long as the collocated equipment of both
Collocation arrangements is used for Interconnection with BA or access to BA's
unbundled Network Elements. Covad shall purchase Cage-to-Cage Interconnection
using Collocation Cross Connections to services and facilities as described in
applicable Tariffs.

            13.12.2 The carrier that requests the Collocation Cross Connections
shall be the customer of record for both ends of the service in terms of
ordering, provisioning, maintenance, and billing. Alternative arrangements may
be utilized if agreed upon by all three parties. Rates and charges for
Collocation Cross Connections are stated in Exhibit A.

SECTION 251(b) PROVISIONS

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

      14.1 Scope

            14.1.1 The Parties shall provide Local Telephone Number Portability
("LTNP") on a reciprocal basis to each other to the extent technically feasible,
and in accordance with rules and regulations as from time to time prescribed by
the FCC and/or the Board.

            14.1.2 Until Permanent Number Portability is implemented by the
industry pursuant to regulations issued by the FCC and/or the Board, the Parties
agree to reciprocally provide Interim Number Portability to each other at the
prices listed in Exhibit A. Such agreed-upon prices for INP are not intended to
reflect either Party's views on the cost recovery mechanisms being considered by
the FCC in its current proceeding on number portability issues.

            14.1.3 Upon the agreement of the Parties or issuance of applicable
FCC and/or Board order(s) or regulations mandating the adoption of a Permanent
Number Portability ("PNP") arrangement, BA and Covad will commence migration
from INP to the agreed-upon or mandated PNP arrangement as quickly as
practically possible while minimizing interruption or


                                       54


degradation of service to their respective Customers. Once PNP is implemented,
either Party may withdraw, at any time and at its sole discretion, its INP
offerings, subject to advance notice to the other Party and coordination to
allow the seamless and transparent conversion of INP Customer numbers to PNP.
Upon implementation of PNP pursuant to FCC or Board regulation, both Parties
agree to conform and provide such PNP. To the extent PNP rates or cost recovery
mechanisms are not established by the applicable FCC or Board order or
regulation mandating the adoption of PNP, the Parties will negotiate in good
faith the charges or cost recovery mechanism for PNP service at such time as a
PNP arrangement is adopted by the Parties.

            14.1.4 Under either an INP or PNP arrangement, Covad and BA will
implement a process to coordinate LTNP cutovers with ULL conversions (as
described in Section 11 of this Agreement).

      14.2 Procedures for Providing INP Through Remote Call Forwarding

      Covad and BA will provide INP through Remote Call Forwarding as follows:

            14.2.1 A Customer of one Party ("Party A") elects to become a
Customer of the other Party ("Party B"). The Customer elects to utilize the
original telephone number(s) corresponding to the Telephone Exchange Service(s)
it previously received from Party A, in conjunction with the Telephone Exchange
Service(s) it will now receive from Party B. Upon receipt of a service order
from Party B requesting assignment of the number(s) to Party B, Party A will
implement an arrangement whereby all calls to the original telephone number(s)
will be forwarded to a new telephone number(s) designated by Party B, only
within the same Exchange Area as the original telephone number(s). Party A will
route the forwarded traffic to Party B over the appropriate traffic exchange
trunk groups.

            14.2.2 Party B will become the customer of record for the original
Party A telephone number(s) subject to the INP arrangements. Upon the execution
of an appropriate billing services agreement or such other mutually agreed-upon
arrangement between the Parties, Party A shall use its reasonable efforts to
consolidate into as few billing statements as possible collect, calling card,
and third-number billed calls associated with the number(s), with sub-account
detail by retained number.

            14.2.3 Party A will update its Line Information Database ("LIDB")
listings for retained numbers, and load calling card information associated with
those forwarded numbers as directed by Party B. In addition, Party A will update
the retained numbers in the LIDB with the screening options provided by Party B
on a per order basis. Party B shall determine which of the screening options
offered by Party A should apply to the Party B Customer account.

            14.2.4 Party B will outpulse the telephone number to which the call
has been forwarded to the 911 Tandem Office. Party B will also provide the 911
database with both the forwarded number and the directory number, as well as the
appropriate address information of the Customer.


                                       55


            14.2.5 Party A shall be permitted to cancel INP arrangements and
reassign the telephone number(s) upon (i) receipt of notification from Party B
or a third party that is authorized to act on behalf of the Customer or (ii)
authorization from the Customer itself. The Parties agree to work cooperatively
to develop procedures or adopt industry standards or practices concerning the
initiation and termination of INP service in a multi-carrier environment.

            14.2.6 The INP service offered herein shall not initially apply to
NXX Codes 555, 915, 950 (as applicable), or 976, or for Feature Group A or coin
telephone service. Upon request of either Party, provision of INP to these
services will be mutually negotiated between the parties and provided to the
extent feasible under negotiated rates, terms and conditions. INP shall not
apply for any arrangement that would render the forwarded call Toll Traffic.

            14.2.7 The ordering of INP arrangements and the exchange of
screening information shall be made in accordance with industry-accepted (e.g.
OBF developed) format and specifications to the extent they have been
implemented by the Parties.

      14.3 Other Interim Number Portability Options

            14.3.1 Procedures for Providing INP Through Direct Inward Dial
Trunks (Flex-DID). Either Party may also request INP through Direct Inward Dial
Trunks pursuant to any applicable Tariffs.

            14.3.2 Procedures for Providing INP Through Route Indexing. Upon
mutual agreement, BA will deploy a Route Index arrangement which combines direct
trunks, provisioned between BA's and Covad's End Offices, with Trunk Side
routing translations and full functionality for those CLASS services deployed in
the specific BA switch. Under this arrangement, inbound calls to a ported number
will be pointed at a route index that sends the call to a dedicated trunk group,
built as a direct final, for the sole purpose of facilitating completion of
calls to a ported bumber. BA will coordinate with Covad to provide this solution
in a mutually agreeable an administratively manageable manner (e.g. NXX level)
so as to minimize switch resource utilization for both Parties.

      14.4 Procedures for Providing LTNP Through Full NXX Code Migration

      Where either Party has activated an entire NXX for a single Customer, or
activated at least eighty percent (80%) of an NXX for a single Customer, with
the remaining numbers in that NXX either reserved for future use by that
Customer or otherwise unused, if such Customer chooses to receive Telephone
Exchange Service from the other Party, the first Party shall cooperate with the
second Party to have the entire NXX reassigned in the LERG (and associated
industry databases, routing tables, etc.) to an End Office operated by the
second Party. Such transfer will be accomplished with appropriate coordination
between the Parties and subject to appropriate industry lead-times for movements
of NXXs from one switch to another. Neither Party shall charge the other in
connection with this coordinated transfer.


                                       56


      14.5 Receipt of Terminating Compensation on Traffic to INP'ed Numbers

      The Parties agree in principle that, under the INP arrangements described
in subsections 14.2 and 14.3 above, terminating compensation on calls to INP'ed
numbers should be received by each Customer's chosen LEC as if each call to the
Customer had been originally addressed by the caller to a telephone number
bearing an NPA-NXX directly assigned to the Customer's chosen LEC. In order to
accomplish this objective where INP is employed, the Parties shall utilize the
process set forth in this subsection 14.5 whereby terminating compensation on
calls subject to INP will be passed from the Party (the "Performing Party")
which performs the INP to the other Party (the "Receiving Party") for whose
Customer the INP is provided.

            14.5.1 The Parties shall individually and collectively make best
efforts to track and quantify INP traffic between their networks based on the
CPN of each call by identifying CPNs which are INP'ed numbers. The Receiving
Party shall charge the Performing Party for each minute of INP traffic at the
INP Traffic Rate specified in subsection 14.5.3 in lieu of any other
compensation charges for terminating such traffic, except as provided in
subsection 14.5.2.

            14.5.2 By the Interconnection Activation Date in each LATA, the
Parties shall jointly estimate for the prospective six months, based on historic
data of all traffic in the LATA, the percentages of such traffic that, if dialed
to telephone numbers bearing NPA-NXXs directly assigned to a Receiving Party (as
opposed to the INP'ed number), would have been subject to (i) Reciprocal
Compensation ("Recip Traffic"), (ii) appropriate intrastate FGD charges ("Intra
Traffic"), (iii) interstate FGD charges ("Inter Traffic"), or (iv) handling as
Transit Traffic. On the date which is six (6) months after the Interconnection
Activation Date, and thereafter on each succeeding six month anniversary of such
Interconnection Activation Date, the Parties shall establish new INP traffic
percentages to be applied in the prospective six (6) month period, based on the
Performing Party's choice of actual INP traffic percentages from the preceding
six (6) month period or historic data of all traffic in the LATA.

            14.5.3 The INP Traffic Rate shall be equal to the sum of:

  (Recip Traffic percentage times the Reciprocal Compensation Rate set forth in
                                   Exhibit A)
                                      plus
   (Intra Traffic percentage times Receiving Party's effective intrastate FGD
                                     rates)
                                      plus
   (Inter Traffic percentage times Receiving Party's effective interstate FGD
                                     rates).

      The Receiving Party shall compensate the Performing Party for its billing
and collection of charges for the intrastate and interstate FGD access services
provided by the Receiving Party to a third party through the greater of (i) the
difference between the intrastate and interstate FGD rates of the Receiving
Party and the Performing Party, or (ii) three percent (3%) of the Performing
Party's intrastate and interstate FGD revenues for INP'ed numbers. Under no
circumstances shall the Performing Party, in performing the billing and
collections service on behalf of the Receiving Party, be obligated to pass
through more than ninety seven percent (97%) of its FGD access charge to the
Receiving Party in connection with any given INP'ed call.


                                       57


      14.6 Recovery of INP Costs Pursuant to FCC Order and Rulemaking

      Notwithstanding anything to the contrary contained in this Section 14, in
light of the FCC's First Report and Order and Further Notice of Proposed
Rulemaking, adopted June 27, 1996, in CC Docket 95-116 (the "Order"), the
Parties stipulate and agree as follows:

            14.6.1 The rates listed in Exhibit A for the provision of INP are
appropriate amounts that each Party providing INP service should recover for the
provision of those INP functionalities in BA's operating territory on an interim
basis until the Board mandates an alternative cost recovery mechanism for the
provision of INP. For the INP functions it provides, each Party should be
allowed to recover these amounts in a manner consistent with any final FCC
and/or Board order on INP cost recovery (such as a state-wide fund contributed
to by all telecommunications carriers).

            14.6.2 The Parties agree that neither Party waives its rights to
advocate its views that are consistent with this subsection 14.6 on the
appropriate INP cost recovery mechanism, or to present such views before any
relevant regulatory body or other agency as they relate to FCC or Board actions
on INP cost recovery.

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

      BA and Covad shall each provide the other with nondiscriminatory access to
such services and information as are necessary to allow the other Party to
implement dialing parity for Telephone Exchange Service, operator services,
directory assistance, and directory listing information with no unreasonable
dialing delays, as required under Section 251(b)(3) of the Act.

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

      16.1 Each Party ("Licensor") shall provide the other Party ("Licensee")
within a reasonable time period access to the poles, ducts, rights-of-way and
conduits it owns or controls, to the extent permitted by Law and as required by
Section 224 of the Act or any FCC or Board order or practice, on terms,
conditions and prices comparable to those offered to any other entity purusant
to each Party's applicable standard agreements with such entities.

17.0 DATABASES AND SIGNALING

      17.1 Each Party shall provide the other Party with access to databases,
including LIDB and toll-free service access codes (i.e. 800/888), and associated
signaling necessary for call routing and completion of Covad's traffic through
the provision of SS7 Common Channel Signaling (CCIS) under its applicable
tariffs. Alternatively, either Party may secure CCS Interconnection from a
commercial SS7 hub provider, and in that case the other Party will permit


                                       58


the purchasing Party to access the same databases as would have been accessible
if the purchasing party had connected directly to the other Party's CCISnetwork.

      17.2 The Parties will provide CCIS Signaling to each other, where and as
available, in conjunction with all Local Traffic, Toll Traffic, Meet Point
Billing Traffic, and Transit Traffic. The Parties will cooperate on the exchange
of TCAP messages to facilitate interoperability of CCIS-based features between
their respective networks, including all CLASS features and functions, to the
extent each Party offers such features and functions to its Customers. All CCIS
Signaling parameters will be provided upon request (where available), including
called party number, calling party number, originating line information, calling
party category, and charge number. All privacy indicators will be honored. The
Parties will follow all Ordering and Billing Forum-adopted standards pertaining
to CIC/OZZ codes. Where CCIS Signaling is not available, in-band multi-frequency
(MF) wink start signaling will be provided. Any such MF arrangement will require
a separate local trunk circuit between the Parties' respective switches in those
instances where the Parties have established End Office to End Office high usage
trunk groups. In such an arrangement, each Party will outpulse the full
ten-digit telephone number of the called party to the other Party.

      17.3 Each Party shall provide trunk groups, where available and upon
reasonable request, that are configured utilizing the B8ZS ESF protocol for 64
kbps clear channel transmission to allow for ISDN interoperability between the
Parties' respective networks.

      17.4 The following publications describe the practices, procedures and
specifications generally utilized by BA for signaling purposes and is listed
herein to assist the Parties in meeting their respective Interconnection
responsibilities related to Signaling:

            (a) Bellcore Generic Requirements, GR-905-CORE, Issue 1, March,
1995, and subsequent issues and amendments; and

            (b) ג–‡ג–‡ג–‡ג–‡ Atlantic Supplement Common Channel Signaling Network
Interface Specification (BA-905).

      17.5 Each Party shall charge the other Party mutual and reciprocal rates
for any usage-based charges for CCIS Signaling, 800/888 database access, LIDB
access, and access to other necessary databases, as follows: BA shall charge
Covad in accordance with Exhibit A hereto and applicable Tariffs; Covad shall
charge BA rates equal to the rates BA charges Covad, unless Covad's Tariffs for
CCIS signaling provide for lower generally available rates, in which case Covad
shall charge BA such lower rates; except to the extent a Party uses a third
party vendor for the provision of CCIS Signaling, in which case such charges
shall apply only to the third party vendor.

18.0 COORDINATED SERVICE ARRANGEMENTS

      18.1 Intercept and Referral Announcements


                                       59


      When a Customer changes its service provider from BA to Covad, or from
Covad to BA, and does not retain its original telephone number, the Party
formerly providing service to such Customer shall provide a referral
announcement ("Referral Announcement") on the abandoned telephone number which
provides details on the Customer's new number or provide other appropriate
information to the extent known. Referral Announcements shall be provided
reciprocally, free of charge to either the other Party or the Customer to the
extent the providing Party does not charge its own customers for such service,
for a period of not less than four (4) months after the date the Customer
changes its telephone number in the case of business Customers and not less than
sixty (60) days after the date the Customer changes its telephone number in the
case of residential Customers. However, if either Party provides Referral
Announcements for different periods than the above respective periods when its
Customers change their telephone numbers, such Party shall provide the same
level of service to Customers of the other Party.

      18.2 Coordinated Repair Calls

      Covad and BA will employ the following procedures for handling misdirected
repair calls:

            18.2.1 Covad and BA will educate their respective Customers as to
the correct telephone numbers to call in order to access their respective repair
bureaus.

            18.2.2 To the extent Party A is identifiable as the correct provider
of service to Customers that make misdirected repair calls to Party B, Party B
will immediately refer the Customers to the telephone number provided by Party
A, or to an information source that can provide the telephone number of Party A,
in a courteous manner and at no charge. In responding to misdirected repair
calls, neither Party shall make disparaging remarks about the other Party, its
services, rates, or service quality.

            18.2.3 Covad and BA will provide their respective repair contact
numbers to one another on a reciprocal basis.

      18.3 Customer Authorization

            18.3.1 Without in any way limiting either Party's obligations under
subsection 28.1, each Party shall comply with Applicable Laws with regard to
Customer selection of a primary Telephone Exchange Service provider. Until the
Board and/or FCC adopts regulations and/or orders applicable to Customer
selection of a primary Telephone Exchange Service provider, each Party shall
adhere to the rules and procedures set forth in Section 64.1100 of the FCC
Rules, 47 CFR ss. 64.1100, in effect on the Effective Date hereof when ordering,
terminating, or otherwise changing Telephone Exchange Service on behalf of the
other Party's or another carrier's Customers.

            18.3.2 In the event either Party requests that the other Party
install, provide, change, or terminate a Customer's Telecommunications Service
(including, but not limited to, a


                                       60


Customer's selection of a primary Telephone Exchange Service Provider) and (a)
fails to provide documentary evidence of the Customer's primary Telephone
Exchange Service Provider selection upon request, or (b) without having obtained
authorization from the Customer for such installation, provision, selection,
change or termination in accordance with Applicable Laws (or as provided in
subsection 18.3.1 above), the requesting Party shall be liable to the other
Party for all charges that would be applicable to the Customer for the initial
change in the Customer's Telecommunications Service and any charges for
restoring the Customer's Telecommunications Service to its Customer-authorized
condition, including to the appropriate primary Telephone Exchange Service
provider.

            18.3.3 Without in any way limiting Covad's obligations under
subsection 28.1, Covad shall comply with Applicable Laws with regard to Customer
Proprietary Network Information, including, but not limited to, 47 U.S.C. ss.
222. Covad shall not access (including, but not limited to, through BA OSS
Services and BA Pre-OSS Services), use, or disclose Customer Proprietary Network
Information made available to Covad by BA pursuant to this Agreement unless
Covad has obtained the appropriate Customer authorization for such access, use
and/or disclosure required by Applicable Laws. By accessing, using or disclosing
Customer Proprietary Network Information, Covad represents and warrants that it
has obtained authorization for such action from the applicable Customer in the
manner required by Applicable Laws and this Agreement. Covad shall, upon request
by BA, provide proof of such authorization (including a copy of any written
authorization).

            18.3.4 BA shall have the right to monitor and/or audit Covad's
access to and use and/or disclosure of Customer Proprietary Network Information
that is made available by BA to Covad pursuant to this Agreement to ascertain
whether Covad is complying with the requirements of Applicable Laws and this
Agreement with regard to such access, use, and/or disclosure. To the extent
permitted by Applicable Laws, the foregoing right shall include, but not be
limited to, the right to electronically monitor Covad's access to and use of
Customer Proprietary Network Information that is made available by BA to Covad
pursuant to this Agreement.

19.0 DIRECTORY SERVICES ARRANGEMENTS

      19.1 Directory Listings and Directory Distributions

      In this subsection 19.1, references to a Covad Customer's "primary
listing" shall mean such Customer's primary name, address, and telephone number,
which number falls within the NXX codes directly assigned to Covad or is
retained by Covad on the Customer's behalf pursuant to LTNP arrangements with BA
or any other carrier within the geographic area covered in the relevant BA
directory. BA will, upon request, provide the following directory services to
Covad in accordance with the terms set forth herein.

            19.1.1 BA will include the Covad Customer's primary listing in its
"White Pages" directory (residence and business listings) and "Yellow Pages"
directory (business listings) that cover the address of the Customer. Listings
of Covad's Customers will be interfiled with listings


                                       61


of BA's Customers and the Customers of other LECs included in the BA
directories. Covad will pay BA a non-recurring charge as set forth in Exhibit A
for providing such service for each Covad Customer's primary listing. Covad will
also pay BA's Tariffed charges, as the case may be, for additional and foreign
white page listings and other white pages services for Covad's Customers. BA
will not require a minimum number of listings per order.

            19.1.2 BA will also include the Covad Customer's primary listing in
BA's directory assistance database on the same basis that BA's own Customers are
included, as well as in any electronic directories in which BA's Customers are
ordinarily included, for no charge other than the charges identified in
subsection 19.1.1.

            19.1.3 BA will distribute to Covad Customers copies of their primary
white pages and yellow pages directories at the same time and on the same basis
that BA distributes primary directories to its own Customers. BA will also
deliver a reasonable number of such directories to Covad. These distributions
will be made for no additional charge. Covad and its Customers may request
additional directories from BA's Directory Fulfillment Centers, which Centers
will provide such additional directories for the same charges applicable to
comparable requests by BA Customers.

            19.1.4 Upon request by Covad, BA will provide Covad with a directory
list of relevant NXX codes, the close dates, publishing data, and call guide
close dates on the same basis as such information is provided to BA's own
business offices.

            19.1.5 Covad shall provide BA with daily listing information on all
new Covad Customers in the format required by BA or a mutually-agreed upon
industry standard format. The information shall include the Customer's name,
address, telephone number, the delivery address and number of directories to be
delivered, and, in the case of a business listing, the primary business heading
under which the business Customer desires to be placed, and any other
information necessary for the publication and delivery of directories. Covad
will also provide BA with daily listing information showing Customers that have
disconnected or terminated their service with Covad. BA will provide Covad with
confirmation of listing order activity within forty eight (48) hours.

            19.1.6 BA will accord Covad's directory listing information the same
level of confidentiality which BA accords its own directory listing information,
and BA shall ensure that access to Covad's directory listing information will be
used solely for the purpose of providing directory services; provided, however,
that BA may use or license information contained in its directory listings for
direct marketing purposes so long as the Covad Customers are not separately
identified as such; and provided further that Covad may identify those of its
Customers that request that their names not be sold for direct marketing
purposes, and BA will honor such requests to the same extent as it does for its
own Customers.

            19.1.7 Both Parties shall use their best efforts to ensure the
accurate listing of Covad Customer listings. BA will also provide Covad, upon
request, a copy of the BA listings standards and specifications manual. In
addition, BA will provide Covad with a listing of Yellow


                                       62


Pages headings and directory close schedules on an ongoing basis.

            19.1.8 Covad will adhere to all practices, standards, and ethical
requirements of BA with regard to listings, and, by providing BA with listing
information, warrants to BA that Covad has the right to place such listings on
behalf of its Customers. Covad agrees that it will undertake commercially
practicable and reasonable steps to attempt to ensure that any business or
person to be listed is authorized and has the right (i) to provide the product
or service offered, and (ii) to use any personal or corporate name, trade name
or language used in the listing. In addition, Covad agrees to release, defend,
hold harmless and indemnify BA from and against any and all claims, losses,
damages, suits, or other actions, or any liability whatsoever, suffered, made,
instituted, or asserted by any person arising out of BA's listing of the listing
information provided by Covad hereunder.

            19.1.9 BA's liability to Covad in the event of a BA error in or
omission of a listing shall not exceed the amount of charges actually paid by
Covad for such listing. In addition, Covad agrees to take, with respect to its
own Customers, all reasonable steps to ensure that its and BA's liability to
Covad's Customers in the event of a BA error in or omission of a listing shall
be subject to the same limitations that BA's liability to its own Customers are
subject to.

            19.1.10 Within thirty (30) business days of the Effective Date, BA
agrees to meet with Covad and, if appropriate, arrange a meeting with a BA
authorized Yellow Pages agent, to address issues regarding Covad customer
referrals or questions pertaining to Yellow Pages listings.

      19.2 Yellow Pages Maintenance

      The Parties agree to work cooperatively to ensure that Yellow Page
advertisements purchased by Customers that switch their service to Covad
(including Customers utilizing Covad-assigned telephone numbers and Covad
Customers utilizing LTNP) are maintained without interruption. BA will offer
Yellow Pages services to Covad Customers on the same basis as they are offered
to BA Customers.

      19.3 Service Information Pages

      BA will include all Covad NXX codes associated with the areas to which
each directory pertains, along with BA's own NXX codes, in any lists of such
codes which are contained in the general reference portions of the directories.
Covad's NXX codes shall appear in such lists in the same manner as BA's NXX
information. In addition, BA will include in the "Customer Guide" or comparable
section of the applicable white pages directories listings provided by Covad for
Covad's installation, repair and customer service and other essential service
oriented information, as agreed by the Parties, including appropriate
identifying logo. Such listings shall appear in the manner agreed to by the
Parties. BA shall not charge Covad for inclusion of this essential
service-oriented information, but reserves the right to impose charges on other
information Covad may elect to submit and BA may elect to accept for inclusion
in BA's white pages directories. BA will provide Covad with the annual directory
close dates and reasonable notice of any changes in said


                                       63


dates.

      19.4 Directory Assistance (DA); Call Completion

            19.4.1 Upon request, BA will provide Covad with directory
assistance, connect request, and/or IntraLATA call completion services in
accordance with the terms set forth in the Directory Assistance and Call
Completion Services Agreement appended hereto as Exhibit C.

            19.4.2 Also upon request, BA will provide to Covad operator services
trunk groups, utilizing Feature Group D type signaling, with ANI, minus OZZ,
when interconnecting to the BA operator services network.

            19.4.3 BA agrees to utilize existing trunking arrangements, at no
facility charge to Covad, to transfer Covad's operator calls handled by a BA
operator to the appropriate 911/E911 PSAP. The ALI information passed to the
PSAP shall be consistent with the information that BA passes on its own
operator-handled calls.

            19.4.4 At the request of Covad, BA will provide Covad with "Direct
Access" service to the same directory assistance ("DA") database that is used by
BA to provide directory assistance to BA Customers. Direct Access will enable
Covad's operator bureau, if Covad elects to provide its own DA services, to
obtain direct electronic access to the DA database for the purpose of providing
intraLATA directory assistance to Covad Customers. Covad may search and read DA
database information at the per query rates specified in Exhibit A. BA will
furnish ports for connection and termination of Covad facilities to the DA
database system. The type of ports and associated charges will be based on the
type of access configuration required by Covad for termination of its
facilities. The number of ports provided at the database will be based on
Covad's annual forecast of "Busy Hour" queries. At the request of Covad, BA will
also accept electronic transmission of Covad Customer DA information for
inclusion in the DA database.

20.0 COORDINATION WITH TARIFF TERMS

      20.1 The Parties acknowledge that some of the services, facilities, and
arrangements described herein are or will be available under and subject to the
terms of the federal or state Tariffs of the other Party applicable to such
services, facilities, and arrangements. To the extent a Tariff of the providing
Party applies to any service, facility, and arrangement described herein, the
Parties agree as follows:

            20.1.1 Those rates and charges set forth in Exhibit A for the
services, facilities, and arrangements described herein that reference or are
identical to a rate contained in an existing Tariff of the providing Party,
shall conform with those contained in the then-prevailing Tariff and vary in
accordance with any changes that may be made to the Tariff rates and charges
subsequent to the Effective Date.

            20.1.2 As applied to wholesale discount rates, unbundled Network
Elements or


                                       64


call transport and/or termination of Local Traffic purchased for the provision
of Telephone Exchange Service or Exchange Access, the rates and charges set
forth in Exhibit A shall apply until such time as they are replaced by new rates
as may be approved by the Board from time to time pursuant to the FCC
Regulations, subject to a stay or other order issued by any court of competent
jurisdiction. At such time(s) as such new rates have been approved by the Board,
the Parties shall amend Exhibit A to reflect the new approved rates.

      20.2 Except with respect to the rates and charges described in subsection
20.1 above, all other terms contained in an applicable Tariff of the providing
Party shall apply in connection with its provision of the particular service,
facility, and arrangement purusant to that Tariff. . The availability of
particular services pursuant to this Agreement that are similar to those
provided for in any applicable Tariff shall not affect the ability of a Party to
obtain those services pursuant to this Agreement.

21.0 INSURANCE

      21.1 Covad shall maintain, during the term of this Agreement, all
insurance and/or bonds required by law and necessary to satisfy its obligations
under this Agreement, including, without limitation, its obligations set forth
in Section 25 hereof. At a minimum and without limiting the foregoing covenant,
Covad shall maintain the following insurance:

            (a) Commercial General Liability Insurance, on an occurrence basis,
      including but not limited to, premises-operations, broad form property
      damage, products/completed operations, contractual liability, independent
      contractors, and personal injury, with limits of at least $2,000,000
      combined single limit for each occurrence.

            (b) Automobile Liability, Comprehensive Form, with limits of at
      least $500,000 combined single limit for each occurrence.

            (c) Excess Liability, in the umbrella form, with limits of at least
      $10,000,000 combined single limit for each occurrence.

            (d) Worker's Compensation Insurance as required by law and
      Employer's Liability Insurance with limits of not less than $1,000,000 per
      occurrence.

      21.2 Covad shall name BA as an additional insured on the foregoing
insurance.

      21.3 Covad shall, within two (2) weeks of the date hereof and on a
semi-annual basis thereafter, furnish certificates or other adequate proof of
the foregoing insurance. The certificates or other proof of the foregoing
insurance shall be sent to: ג–‡ג–‡ג–‡ג–‡ Atlantic, Insurance Administration Group, ג–‡ג–‡ג–‡ג–‡
ג–�. ג–‡ג–‡ג–‡ג–‡ג–� ג–‡ג–‡ג–‡ג–‡ג–� ג–‡ג–‡ג–‡ג–‡, ג–‡ג–‡ג–� ג–‡ג–‡ג–‡ג–‡ג–�, ג–‡ג–‡ג–‡ג–‡ג–‡ג–‡ג–‡ג–‡ג–�, ג–‡ג–‡ג–‡ג–‡ג–‡ג–‡ג–‡ג–‡, ג–‡ג–‡ג–‡ג–‡ג–�. In addition, Covad
shall require its agents, representatives, or contractors, if any, that may
enter upon the premises of BA or BA's affiliated companies to maintain similar
and appropriate insurance and, if requested, to furnish BA certificates or other
adequate proof of such insurance. Certificates furnished by


                                       65


Covad or Covad's agents, representatives, or contractors shall contain a clause
stating: "ג–‡ג–‡ג–‡ג–‡ Atlantic - Pennsylvania, Inc. shall be notified in writing at
least thirty (30) days prior to cancellation of, or any material change in, the
insurance."

22.0 TERM AND TERMINATION.

      22.1 This Agreement shall be effective as of the date first above written
and continue in effect until March 15, 2001, and thereafter the Agreement shall
continue in force and effect unless and until terminated as provided herein.
Upon the expiration of the initial term, either Party may terminate this
Agreement by providing written notice of termination to the other Party, such
written notice to be provided at least ninety (90) days in advance of the date
of termination. In the event of such termination, those service arrangements
made available under this Agreement and existing at the time of termination
shall continue without interruption under (a) a new agreement executed by the
Parties, (b) standard Interconnection terms and conditions approved and made
generally effective by the Board, (c) Tariff terms and conditions generally
available to CLECs, or (d) if none of the above is available, under the terms of
this Agreement on a month-to-month basis until such time as (a), (b), or (c)
becomes available.

      22.2 For service arrangements made available under this Agreement and
existing at the time of termination, if the standard Interconnection terms and
conditions or Tariff terms and conditions result in the non-terminating Party
physically rearranging facilities or incurring programming expense, the
non-terminating Party shall be entitled to recover such rearrangement or
programming costs from the terminating Party.

      22.3 If either Party defaults in the payment of any amount due hereunder,
or if either Party violates any other provision of this Agreement, and such
default or violation shall continue for sixty (60) days after written notice
thereof, the other Party may terminate this Agreement and services hereunder by
written notice; provided the other Party has provided the defaulting Party and
the appropriate federal and/or state regulatory bodies with written notice at
least twenty five (25) days' prior to terminating service. Notice shall be
posted by overnight mail, return receipt requested. If the defaulting Party
cures the default or violation within the twenty-five (25) day period, the other
Party will not terminate service or this Agreement but shall be entitled to
recover all costs, if any, incurred by it in connection with the default or
violation, including, without limitation, costs incurred to prepare for the
termination of service.

23.0 DISCLAIMER OF REPRESENTATIONS AND WARRANTIES

      EXCEPT AS EXPRESSLY PROVIDED UNDER THIS AGREEMENT, NEITHER PARTY MAKES ANY
WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO THE SERVICES, FUNCTIONS AND
PRODUCTS IT PROVIDES UNDER OR CONTEMPLATED BY THIS AGREEMENT AND THE PARTIES
DISCLAIM THE IMPLIED WARRANTIES OF MERCHANTABILITY OR OF FITNESS FOR A
PARTICULAR PURPOSE.


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24.0 CANCELLATION CHARGES

      Except as provided in this Agreement or as otherwise provided in any
applicable Tariff, no cancellation charges shall apply.

25.0 INDEMNIFICATION

      25.1 Each Party agrees to release, indemnify, defend and hold harmless the
other Party from and against all losses, claims, demands, damages, expenses,
suits or other actions, or any liability whatsoever, including, but not limited
to, costs and attorneys' fees (collectively, a "Loss"), (a) whether suffered,
made, instituted, or asserted by any other party or person, relating to personal
injury to or death of any person, or for loss, damage to, or destruction of real
and/or personal property, whether or not owned by others, arising from
transactions or activities relating to this Agreement and to the extent
proximately caused by the negligent or willful acts or omissions of the
indemnifying Party, regardless of the form of action, or (b) suffered, made,
instituted, or asserted by its own customer(s) against the other Party arising
out of the other Party's provision of services to the indemnifying Party under
this Agreement. Notwithstanding the foregoing indemnification, nothing in this
Section 25.0 shall affect or limit any claims, remedies, or other actions the
indemnifying Party may have against the indemnified Party under this Agreement,
any other contract, or any applicable Tariff(s), regulations or laws for the
indemnified Party's provision of said services.

      25.2 The indemnification provided herein shall be conditioned upon:

            (a) The indemnified Party shall promptly notify the indemnifying
      Party of any action, claim, lawsuit or demand taken against the
      indemnified Party relating to the indemnification.

            (b) The indemnifying Party shall have sole authority to defend any
      such action, claim, lawsuit or demand including the selection of legal
      counsel, and the indemnified Party may engage separate legal counsel only
      at its sole cost and expense. The Indemnifying Party shall keep the
      Indemnified Party reasonably and timely apprised of the status of the
      action, claim, demand or lawsuit. The Indemnifying Party will not be
      liable under this Section for settlements or compromises by the
      Indemnified party of any action, claim, demand or lawsuit unless the
      Indemnifying Party has approved the settlement or compromise in advance or
      unless the defense of the action, claim, demand or lawsuit has been
      tendered to the Indemnifying Party in writing and the Indemnifying Party
      has failed to promptly undertake the defense.

            (c) In no event shall the indemnifying Party settle or consent to
      any judgment pertaining to any such action without the prior written
      consent of the indemnified Party, which consent shall not be unreasonably
      withheld. However, in the event the settlement or judgment requires a
      contribution from or affects the rights of the Indemnified Party, the


                                       67


      Indemnified Party shall have the right to refuse such settlement or
      judgment and, at its own cost and expense, take over the defense against
      such Loss, provided that in such event the indemnifying Party shall not be
      responsible for, nor shall it be obligated to indemnify the indemnified
      Party against, the Loss for any amount in excess of such refused
      settlement or judgment.

            (d) The indemnified Party shall, in all cases, assert any and all
      provisions in its Tariffs that limit liability to third parties as a bar
      to any recovery by the third party claimant in excess of such limitation
      of liability.

            (e) The indemnified Party shall offer the indemnifying Party all
      reasonable cooperation and assistance in the defense of any such action,
      demand or lawsuit.

26.0 LIMITATION OF LIABILITY

      26.1 The liability of either Party to the other Party for damages arising
out of failure to comply with a direction to install, restore or terminate
facilities; or out of failures, mistakes, omissions, interruptions, delays,
errors, or defects (collectively, "Errors") occurring in the course of
furnishing any services, arrangements, or facilities hereunder shall be
determined in accordance with the terms of the applicable tariff(s) of the
providing Party. In the event no tariff(s) apply, the providing Party's
liability for such Errors shall not exceed an amount equal to the pro rata
monthly charge for the period in which such failures, mistakes, omissions,
interruptions, delays, errors or defects occur. Except as otherwise provided in
Section 25, Section 26.2, Section 27 and Section 29.4, recovery of said amount
shall be the injured Party's sole and exclusive remedy against the providing
Party for Errors, provided however that Errors shall not include grossly
negligent or willful conduct..

      26.2 Except as provided in Section 25, Section 27, and Section 29.4, or in
instances of gross negligence or willful misconduct, neither Party shall be
liable to the other in connection with the provision or use of services offered
under this Agreement for indirect, incidental, consequential, reliance or
special damages, including (without limitation) damages for lost profits
(collectively, "Consequential Damages"), regardless of the form of action,
whether in contract, warranty, strict liability, or tort, including, without
limitation, negligence of any kind, even if the other Party has been advised of
the possibility of such damages; provided, that the foregoing shall not limit a
Party's obligation under Section 25.

      26.3 The Parties agree that neither Party shall be liable to the customers
of the other Party in connection with its provision of services to the other
Party under this Agreement. Nothing in this Agreement shall be deemed to create
a third party beneficiary relationship between the Party providing the service
and the customers of the Party purchasing the service. In the event of a dispute
involving both Parties with a customer of one Party, both Parties shall assert
the applicability of any limitations on liability to customers that may be
contained in either Party's applicable Tariff(s).


                                       68


27.0 PERFORMANCE MONITORING REPORTS, STANDARDS AND REMEDIES

      27.1 Performance Standards

      BA shall provide the Interconnection and unbundled Network Elements
contemplated hereunder in accordance with the performance standards set forth in
Section 251(c) of the Act and the FCC Regulations, including without limitation
the rules set forth in 47 Code of Federal Regulations ג–‡ג–‡.ג–‡ג–‡. 51.305(a)(3),
51.311(a), and 51.311(b).

      27.2 Performance Monitoring Reports, Standards and Remedies

      Schedule 27.2, "Performance Monitoring Reports, Standards and Remedies,"
is made a part of this Agreement and incorporated herein in its entirety.

      27.3 Performance Measurement, Standard and Remedy for XDSL-Compatible ULLs

      Upon request by either Party, at such time as BA provides to Covad, as a
generally available offering, pursuant to Section 11.2, 2-Wire ADSL-Compatible
ULLs, 2-Wire HDSL-Compatible ULLs, and 4-Wire HDSL-Compatible ULLs, the Parties
will negotiate in good faith for insertion into Schedule 27.2 a missed
installation appointment performance measurement, standard and remedy, for such
ULLs. Unless otherwise agreed by the Parties, such measurement, standard and
remedy, will be a consolidated measurement, standard and remedy, that covers
missed installation appointments for all three types of ULLs.

28.0 COMPLIANCE WITH LAWS; REGULATORY APPROVAL

      28.1 Each Party shall promptly notify the other Party in writing of any
governmental action that suspends, cancels, withdraws, limits, or otherwise
materially affects its ability to perform its obligations hereunder.

      28.2 The Parties understand and agree that this Agreement will be filed
with the Board and may thereafter be filed with the FCC as an integral part of
BA's application pursuant to Section 271(d) of the Act. The Parties covenant and
agree that this Agreement is satisfactory to them as an agreement under Section
251 of the Act. Each Party covenants and agrees to fully support approval of
this Agreement by the Board or the FCC under Section 252 of the Act without
modification. The Parties, however, reserve the right to seek regulatory relief
and otherwise seek redress from each other regarding performance and
implementation of this Agreement, including, without limitation, the conformance
of this Agreement to the FCC Regulations as provided in subsection 28.3 below.

      28.3 The Parties recognize that the FCC has issued and may continue to
issue the FCC Regulations implementing Sections 251, 252, and 271 and other
Sections of the Act that affect


                                       69


certain terms contained in this Agreement. In the event that any one or more of
the provisions contained herein is inconsistent with any applicable rule
contained in such FCC Regulations or as may be enacted by the Board, or imposed
by a court in the exercise of its lawful jurisdiction, or which, in BA's
reasonable determination, affects BA's application pursuant to Section 271(d) of
the Act, the Parties agree to negotiate in good faith the revisions necessary to
eliminate the inconsistency or amend the application-affecting provision(s).
Such revisions need not be considered material, and need not require further
Board approval beyond any Board approval required under Section 252(e) of the
Act. If, however, any such change in Applicable Law or amendment to this
Agreement would necessitate a change that would affect the interconnectin of
network facilities or Covad's ability to use any BA service or Network Element,
Covad shall have a reasonable time to modify or re-deploy its network or
operations to reflect such change.

      28.4 In the event any Applicable Law other than the FCC Regulations
requires modification of any material term(s) contained in this Agreement,
either Party may require a renegotiation of the term(s) that require direct
modification as well as of any term(s) that are reasonably affected thereby. If
neither Party requests a renegotiation or if an Applicable Law requires
modification of any non-material term(s), the remaining provisions of this
Agreement shall remain in full force and effect. For purposes of this subsection
28.4 and without limitation of any other modifications required by Applicable
Laws, the Parties agree that any modification required by Applicable Laws (i) to
the two-tier Reciprocal Call Termination compensation structure for the
transport and termination of Local Traffic described in Exhibit A, or (ii) that
affects either Party's receipt of Reciprocal Compensation for the transport and
termination of Local Traffic, shall be deemed to be a modification of a material
term that requires immediate good faith renegotiation between the Parties.

      28.5 Compliance with the Communications Assistance for Law Enforcement Act
of 1994 ("CALEA"). Each Party represents and warrants that any equipment,
facilities or services provided to the other Party under this Agreement comply
with CALEA. Each Party shall indemnify and hold the other Party harmless from
any and all penalties imposed upon the other Party for such non-compliance and
shall at the non-compliant Party's sole cost and expense, modify or replace any
equipment, facilities or services provided to the other Party under this
Agreement to ensure that such equipment, facilities and services fully comply
with CALEA.

29.0 MISCELLANEOUS

      29.1 Authorization

            29.1.1 ג–‡ג–‡ג–‡ג–‡ Atlantic - New Jersey, Inc. is a corporation duly
organized, validly existing and in good standing under the laws of the State of
New Jersey and has full power and authority to execute and deliver this
Agreement and to perform the obligations hereunder.

            29.1.2 DIECA Communications, Inc. is a corporation duly organized,
validly existing and in good standing under the laws of the Commonwealth of
Virginia, and has full power and authority to execute and deliver this Agreement
and to perform its obligations hereunder.


                                       70


      29.2 Independent Contractor

      Each Party shall perform services hereunder as an independent contractor
and nothing herein shall be construed as creating any other relationship between
the Parties. Each Party and each Party's contractor shall be solely responsible
for the withholding or payment of all applicable federal, state and local income
taxes, social security taxes and other payroll taxes with respect to their
employees, as well as any taxes, contributions or other obligations imposed by
applicable state unemployment or workers' compensation acts. Each Party has sole
authority and responsibility to hire, fire and otherwise control its employees.

      29.3 Force Majeure

      Neither Party shall be responsible for delays or failures in performance
resulting from acts or occurrences beyond the reasonable control of such Party,
regardless of whether such delays or failures in performance were foreseen or
foreseeable as of the date of this Agreement, including, without limitation:
adverse weather conditions, fire, explosion, power failure, acts of God, war,
revolution, civil commotion, or acts of public enemies; any law, order,
regulation, ordinance or requirement of any government or legal body; or labor
unrest, including, without limitation, strikes, slowdowns, picketing or
boycotts; or delays caused by the other Party or by other service or equipment
vendors; or any other circumstances beyond the Party's reasonable control. In
such event, the affected Party shall, upon giving prompt notice to the other
Party, be excused from such performance on a day-to-day basis to the extent of
such interferences (and the other Party shall likewise be excused from
performance of its obligations on a day-to-day basis to the extent such Party's
obligations relate to the performance so interfered with). The affected Party
shall use its best efforts to avoid or remove the cause(s) of non-performance
and both Parties shall proceed to perform with dispatch once the cause(s) are
removed or cease.

      29.4 Confidentiality

            29.4.1 All information, including but not limited to specification,
microfilm, photocopies, magnetic disks, magnetic tapes, drawings, sketches,
models, samples, tools, technical information, data, employee records, maps,
financial reports, and market data, (i) furnished by one Party to the other
Party dealing with customer specific, facility specific, or usage specific
information, other than customer information communicated for the purpose of
publication or directory database inclusion, or (ii) in written, graphic,
electromagnetic, or other tangible form and marked at the time of delivery as
"Confidential" or "Proprietary," or (iii) communicated orally and declared to
the receiving Party at the time of delivery, and by written notice given to the
receiving Party within ten (10) days after delivery, to be "Confidential" or
"Proprietary" (collectively referred to as "Proprietary Information"), shall
remain the property of the disclosing Party.

            29.4.2 Each Party shall keep all of the other Party's Proprietary
Information confidential in the same manner it holds its own Proprietary
Information confidential (which in all cases shall be no less than reasonable)
and shall use the other Party's Proprietary Information only


                                       71


for performing the covenants contained in this Agreement. Neither Party shall
use the other Party's Proprietary Information for any other purpose except upon
such terms and conditions as may be agreed upon between the Parties in writing.
All Proprietary Information (i) shall be held in confidence by each receiving
Party; (ii) shall be disclosed on a confidential basis to only those persons who
have a need for it in connectin with the provision of services required to
fulfill this Agreement and shall be used only for such purposes; and (iii) may
be used for other purposes only upon such terms and conditions as may be
mutually agreed to in advance of use in writing by the Parties.

            29.4.3 Unless otherwise agreed, the obligations of confidentiality
and non-use set forth in this Agreement do not apply to such Proprietary
Information that:

            (a) was, at the time of receipt, already known to the receiving
      Party free of any obligation to keep it confidential as evidenced by
      written records prepared prior to delivery by the disclosing Party; or

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

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

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

            (e) is approved for release by written authorization of the
      disclosing Party; or

            (f) is required to be made public by the receiving Party pursuant to
      applicable law or regulation, provided that the receiving Party shall give
      sufficient notice of the requirement to the disclosing Party to enable the
      disclosing Party to seek protective orders. In such event, the receiving
      Party shall provide the disclosing Party with written notice of such
      requirement, to the extent permitted by Law, as soon as possible and,
      where possible, prior to such disclosure. The disclosing Party may then
      seek appropriate protective relief from all or part of such requirement,
      and the receiving Party shall use reasonable efforts to cooperate with the
      disclosing Party in attempting to obtain any protective relief which such
      disclosing Party chooses to obtain.

            29.4.4 Upon request by the disclosing Party, the receiving Party
shall return all tangible copies of Proprietary Information, whether written,
graphic, electromagnetic or otherwise.


                                       72


            29.4.5 Notwithstanding any other provision of this Agreement, the
provisions of this subsection 29.4 shall apply to all Proprietary Information
furnished by either Party to the other in furtherance of the purpose of this
Agreement, even if furnished before the Effective Date.

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

      29.5 Choice of Law

      The construction, interpretation and performance of this Agreement shall
be governed by and construed in accordance with the laws of the state in which
this Agreement is to be performed, except for its conflicts of laws provisions.
In addition, insofar as and to the extent federal law may apply, federal law
will control.

      29.6 Taxes

            29.6.1 In General. With respect to any purchase hereunder of
services, facilities or arrangements, if any federal, state or local tax, fee,
surcharge or other tax-like charge (a "Tax") is required or permitted by
Applicable Law to be collected from the purchasing Party by the providing Party,
then (i) the providing Party shall properly ג–‡ג–‡ג–‡ג–‡ the purchasing Party for such
Tax, (ii) the purchasing Party shall timely remit such Tax to the providing
Party and (iii) the providing Party shall timely remit such collected Tax to the
applicable taxing authority.

            29.6.2 Taxes Imposed on the Providing Party With respect to any
purchase hereunder of services, facilities or arrangements, if any federal,
state or local Tax is imposed by Applicable Law on the receipts of the providing
Party, which Law permits the providing Party to exclude certain receipts
received from sales for resale to a public utility, distributor, telephone
company, local exchange carrier, telecommunications company or other
communications company ("Telecommunications Company"), such exclusion being
based solely on the fact that the purchasing Party is also subject to a tax
based upon receipts ("Receipts Tax"), then the purchasing Party (i) shall
provide the providing Party with notice in writing in accordance with subsection
29.6.6 of this Agreement of its intent to pay the Receipts Tax and (ii) shall
timely pay the Receipts Tax to the applicable tax authority.

            29.6.3 Taxes Imposed on Customers With respect to any purchase
hereunder of services, facilities or arrangements that are resold to a third
party, if any federal, state or local Tax is imposed by Applicable Law on the
subscriber, end-user, Customer or ultimate consumer ("Subscriber") in connection
with any such purchase, which a Telecommunications Company is required to impose
and/or collect from a Subscriber, then the purchasing Party (i) shall be
required to impose and/or collect such Tax from the Subscriber and (ii) shall
timely remit such Tax to the applicable taxing authority.

            29.6.4 Liability for Uncollected Tax, Interest and Penalty If the
providing Party has not received an exemption certificate and fails to collect
any Tax as required by subsection


                                       73


29.6.1, then, as between the providing Party and the purchasing Party, (i) the
purchasing Party shall remain liable for such uncollected Tax and (ii) the
providing Party shall be liable for any interest assessed thereon and any
penalty assessed with respect to such uncollected Tax by such authority. If the
providing Party properly bills the purchasing Party for any Tax but the
purchasing Party fails to remit such Tax to the providing Party as required by
subsection 29.6.1, then, as between the providing Party and the purchasing
Party, the purchasing Party shall be liable for such uncollected Tax and any
interest assessed thereon, as well as any penalty assessed with respect to such
uncollected Tax by the applicable taxing authority. If the providing Party does
not collect any Tax as required by subsection 29.6.1 because the purchasing
Party has provided such providing Party with an exemption certificate that is
later found to be inadequate by a taxing authority, then, as between the
providing Party and the purchasing Party, the purchasing Party shall be liable
for such uncollected Tax and any interest assessed thereon, as well as any
penalty assessed with respect to such uncollected Tax by the applicable taxing
authority. If the purchasing Party fails to pay the Receipts Tax as required by
subsection 29.6.2, then, as between the providing Party and the purchasing
Party, (x) the providing Party shall be liable for any Tax imposed on its
receipts and (y) the purchasing Party shall be liable for any interest assessed
thereon and any penalty assessed upon the providing Party with respect to such
Tax by such authority. If the purchasing Party fails to impose and/or collect
any Tax from Subscribers as required by subsection 29.6.3, then, as between the
providing Party and the purchasing Party, the purchasing Party shall remain
liable for such uncollected Tax and any interest assessed thereon, as well as
any penalty assessed with respect to such uncollected Tax by the applicable
taxing authority. With respect to any Tax that the purchasing Party has agreed
to pay, or is required to impose on and/or collect from Subscribers, the
purchasing Party agrees to indemnify and hold the providing Party harmless on an
after-tax basis for any costs incurred by the providing Party as a result of
actions taken by the applicable taxing authority to recover the Tax from the
providing Party due to the failure of the purchasing Party to timely pay, or
collect and timely remit, such Tax to such authority. In the event either Party
is audited by a taxing authority, the other Party agrees to cooperate fully with
the Party being audited in order to respond to any audit inquiries in a proper
and timely manner so that the audit and/or any resulting controversy may be
resolved expeditiously.

            29.6.5 Tax Exemptions and Exemption Certificates If Applicable Law
clearly exempts a purchase hereunder from a Tax, and if such Law also provides
an exemption procedure, such as an exemption-certificate requirement, then, if
the purchasing Party complies with such procedure, the providing Party shall not
collect such Tax during the effective period of such exemption. Such exemption
shall be effective upon receipt of the exemption certificate or affidavit in
accordance with the terms set forth in subsection 29.6.6. If Applicable Law
clearly exempts a purchase hereunder from a Tax, but does not also provide an
exemption procedure, then the providing Party shall not collect such Tax if the
purchasing Party (i) furnishes the providing Party with a letter signed by an
officer requesting such an exemption and citing the provision in the Law which
clearly allows such exemption and (ii) supplies the providing Party with an
indemnification agreement, reasonably acceptable to the providing Party (e.g.,
an agreement commonly used in the industry), which holds the providing Party
harmless on an after-tax basis with respect to its forbearing to collect such
Tax.


                                       74


            29.6.6 If any discount or portion of a discount in price provided to
Covad under this Agreement (including, but not limited to, a wholesale discount
provided for in Exhibit A) is based on anticipated Tax savings to BA because it
was anticipated that receipts from sales of BA services that would otherwise be
subject to a Tax on such receipts could be excluded from such Tax under
Applicable Law because the BA services would be sold to Covad for resale, and BA
is, in fact, required by Applicable Law to pay such Tax on receipts from sales
of BA services to Covad, then, as between BA and Covad, Covad shall be liable
for, and shall indemnify and hold harmless BA against (on an after-tax basis),
any such Tax and any interest and/or penalty assessed by the applicable taxing
authority on either Covad or BA with respect to the Tax on BA's receipts.

            29.6.7 All notices, affidavits, exemption-certificates or other
communications required or permitted to be given by either Party to the other,
for purposes of this subsection 29.6, shall be made in writing and shall be
delivered in person or sent by certified mail, return receipt requested, or
registered mail, or a courier service providing proof of service, and sent to
the addressees set forth in subsection 29.10 as well as to the following:

      To ג–‡ג–‡ג–‡ג–‡ Atlantic:       Tax Administration
                              ג–‡ג–‡ג–‡ג–‡ Atlantic Corporation
                              1095 Avenue of the Americas
                              Room 3109
                              ג–‡ג–‡ג–� ג–‡ג–‡ג–‡ג–‡, ג–‡ג–‡ ג–‡ג–‡ג–‡ג–‡ג–�

      To Covad:               Tax Administration
                              DIECA Communications, Inc.
                              ג–‡ג–‡ג–‡ג–‡ ג–‡ג–‡ג–‡ג–‡ג–‡ג–‡ג–� ג–‡ג–‡ג–‡ג–‡ג–‡ג–‡ג–‡ג–‡ג–‡ג–‡
                              ג–‡ג–‡ג–‡ג–‡ג–� ג–‡ג–‡ג–‡ג–‡ג–�, ג–‡ג–‡ ג–‡ג–‡ג–‡ג–‡ג–�-ג–‡ג–‡ג–‡ג–‡

Either Party may from time to time designate another address or other addressees
by giving notice is accordance with the terms of this subsection 29.6. Any
notice or other communication shall be deemed to be given when received.

      29.7 Assignment

      Neither Party may assign or transfer (whether by operation of Law or
otherwise) this Agreement or any of its rights or obligations hereunder to a
third partywithout the other Party's prior written consent, which consent shall
not be unreasonably withheld or delayed; provided , however, each Party may
assign this Agreement to a corporate Affiliate or an entity under its common
control or an entity acquiring all or substantially all of its assets or equity
by providing prior written notice to the other Party of such assignment or
transfer, together with a properly executed acceptance of the assigning Party's
obligations and duties hereunder. Any attempted assignment or transfer that is
not permitted shall be void ab initio. All obligations and duties of any Party
shall be binding on all successors in interest and assigns of such Party.

      29.8 Billing and Payment; Disputed Amounts


                                       75


            29.8.1 Except as may otherwise be provided in this Agreement, each
Party shall submit on a monthly basis an itemized statement of charges incurred
by the other Party during the preceding month(s) for services rendered
hereunder. Payment of billed amounts under this Agreement, whether billed on a
monthly basis or as otherwise provided herein, shall be due, in immediately
available U.S. funds, within thirty (30) days of the date of such statement.

            29.8.2 Although it is the intent of both Parties to submit timely
and accurate statements of charges, failure by either Party to present
statements to the other Party in a timely manner shall not constitute a breach
or default, or a waiver of the right to payment of the incurred charges, by the
billing Party under this Agreement, and the billed Party shall not be entitled
to dispute the billing Party's statement(s) based on such Party's failure to
submit them in a timely fashion.

            29.8.3 If any portion of an amount due to a Party (the "Billing
Party") under this Agreement is subject to a bona fide dispute between the
Parties, the Party billed (the "Non-Paying Party") shall within sixty (60) days
of its receipt of the invoice containing such disputed amount give notice to the
Billing Party of the amounts it disputes ("Disputed Amounts") and include in
such notice the specific details and reasons for disputing each item. The
Non-Paying Party shall pay when due (i) all undisputed amounts to the Billing
Party and (ii) the Disputed Amount up to the higher of $10,000 or 50% of the
Disputed Amount into an interest bearing escrow account with a third party
escrow agent mutually agreed upon by the Parties. The remaining balance of the
Disputed Amount not placed into escrow shall thereafter be paid, if appropriate,
upon final determination of such dispute.

            29.8.4 If the Parties are unable to resolve the issues related to
the Disputed Amounts in the normal course of business within ninety (90) days
after delivery to the Billing Party of notice of the Disputed Amounts, each of
the Parties shall appoint a designated representative that has authority to
settle the dispute and that is at a higher level of management than the persons
with direct responsibility for administration of this Agreement. The designated
representatives shall meet as often as they reasonably deem necessary in order
to discuss the dispute and negotiate in good faith in an effort to resolve such
dispute. The specific format for such discussions will be left to the discretion
of the designated representatives, however all reasonable requests for relevant
information made by one Party to the other Party shall be honored.

            29.8.5 If the Parties are unable to resolve issues related to the
Disputed Amounts within forty-five (45) days after the Parties' appointment of
designated representatives pursuant to subsection 29.8.4, or if either Party
fails to appoint a designated representative within forty five (45) days, then
either Party may file a complaint with the Board to resolve such issues or
proceed with any other remedy pursuant to law or equity. The Board may direct
release of any or all funds (including any accrued interest) in the escrow
account, plus applicable late fees, to be paid to either Party.

            29.8.6 The Parties agree that all negotiations pursuant to this
subsection 29.8 shall


                                       76


remain confidential and shall be treated as compromise and settlement
negotiations for purposes of the Federal Rules of Evidence and state rules of
evidence.

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

      29.9 Dispute Resolution

      Any dispute between the Parties regarding the interpretation or
enforcement of this Agreement or any of its terms shall be addressed by good
faith negotiation between the Parties, in the first instance. Should such
negotiations fail to resolve the dispute in a reasonable time, either Party may
initiate an appropriate action in any regulatory or judicial forum of competent
jurisdiction.

      29.10 Notices

      Except as otherwise provided in this Agreement, notices given by one Party
to the other Party under this Agreement shall be in writing and shall be (a)
delivered personally, (b) delivered by express delivery service, (c) mailed,
certified mail or first class U.S. mail postage prepaid, return receipt
requested, or (d) delivered by telecopy to the following addresses of the
Parties:

            To Covad:

            DIECA Communications, Inc.
            ג–‡ג–‡ג–‡ג–‡ ג–‡ג–‡ג–‡ג–‡ג–‡ג–‡ג–� ג–‡ג–‡ג–‡ג–‡ג–‡ג–‡ג–‡ג–‡ג–‡ג–‡
            ג–‡ג–‡ג–‡ג–‡ג–� ג–‡ג–‡ג–‡ג–‡ג–�, ג–‡ג–‡   ג–‡ג–‡ג–‡ג–‡ג–�-ג–‡ג–‡ג–‡ג–‡
            Attn: Vice President and General Counsel
            Facsimile: (ג–‡ג–‡ג–�) ג–‡ג–‡ג–�-ג–‡ג–‡ג–‡ג–‡

            with a copy to:

            DIECA Communications, Inc.
            ג–‡ג–‡ג–‡ג–‡ ג–‡ג–‡ג–� ג–‡ג–‡ג–‡ג–‡ג–‡ג–‡ג–‡ג–‡ ג–‡ג–‡ג–‡ג–‡ג–�, ג–‡ג–‡ג–‡ג–‡ג–� ג–‡ג–‡ג–�
            ג–‡ג–‡ג–‡ג–‡ג–‡ג–‡, ג–‡ג–‡  ג–‡ג–‡ג–‡ג–‡ג–�
            Att: Assistant General Counsel
            Facsimile: (ג–‡ג–‡ג–�) ג–‡ג–‡ג–�-ג–‡ג–‡ג–‡ג–‡

            To BA:

            ג–‡ג–‡ג–‡ג–‡ Atlantic
            Telecom Industry Services
            ג–‡ג–‡ג–‡ג–‡ ג–‡ג–‡ג–‡ג–‡ג–‡ג–‡ ג–‡ג–‡ ג–‡ג–‡ג–� ג–‡ג–‡ג–‡ג–‡ג–‡ג–‡ג–‡ג–‡
            ג–‡ג–‡ג–‡ג–‡ ג–‡ג–‡ג–‡ג–‡ג–�
            ג–‡ג–‡ג–� ג–‡ג–‡ג–‡ג–‡, ג–‡ג–‡ ג–‡ג–‡ג–‡ג–‡ג–�


                                       77


            Facsimile: (ג–‡ג–‡ג–�) ג–‡ג–‡ג–�-ג–‡ג–‡ג–‡ג–‡

            with a copy to:

            General Attorney
            ג–‡ג–‡ג–‡ג–‡ Atlantic
            ג–‡ג–‡ג–‡ג–‡ ג–�. ג–‡ג–‡ג–‡ג–‡ג–‡ג–‡ג–‡ג–‡ג–‡ג–‡ ג–‡ג–‡ג–‡ג–‡
            ג–‡ג–‡ג–� ג–‡ג–‡ג–‡ג–‡ג–�
            ג–‡ג–‡ג–‡ג–‡ג–‡ג–‡ג–‡ג–‡ג–�, ג–‡ג–‡ ג–‡ג–‡ג–‡ג–‡ג–�
            Facsimile: (ג–‡ג–‡ג–�) ג–‡ג–‡ג–�-ג–‡ג–‡ג–‡ג–‡

or to such other address as either Party shall designate by proper notice.
Notices will be deemed given as of the earlier of (i) the date of actual
receipt, (ii) the next business day when notice is sent via express mail or
personal delivery, (iii) three (3) days after mailing in the case of first class
or certified U.S. mail, or (iv) on the date set forth on the confirmation in the
case of telecopy.

      29.11 Section 252(i) Obligations

            29.11.1 To the extent required under Applicable Law, BA shall make
available without unreasonable delay to Covad any individual interconnection,
service or network element contained in any agreement to which it is a party
that is approved by the Board pursuant to Section 252 of the Act, upon the same
rates, terms, and conditions as those provided in the agreement.

            29.11.2 To the extent the exercise of the foregoing options requires
a rearrangement of facilities by the providing Party, the opting Party shall be
liable for the non-recurring charges associated therewith.

            29.11.3 The Party electing to exercise such option shall do so by
delivering written notice to the first Party. Upon receipt of said notice by the
first Party, the Parties shall amend this Agreement to provide the same rates,
terms and conditions to the notifying Party for the remaining term of this
Agreement; provided, however, that the Party exercising its option under this
subsection 29.11 must continue to provide the same services or arrangements to
the first Party as required by this Agreement, subject either to the rates,
terms, and conditions applicable to the first Party in its agreement with the
third party or to the rates, terms, and conditions of this Agreement, whichever
is more favorable to the first Party in its sole determination.

      29.12 ְײּלֳּappֲֿװ״t Work Product

      This Agreement is the joint work product of the Parties and has been
negotiated by the Parties and their respective counsel and shall be fairly
interpreted in accordance with its terms and, in the event of any ambiguities,
no inferences shall be drawn against either Party.


                                       78


      29.13 No Third Party Beneficiaries; Disclaimer of Agency

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

      29.14 No License

            29.14.1 Except as may be expressly provided herein, nothing in this
Agreement shall be construed as the grant of a license with respect to any
patent, copyright, trademark, trade name, trade secret or any other proprietary
or intellectual property now or hereafter owned, controlled or licensable by
either Party. Neither Party may use any patent, copyrightable materials,
trademark, trade name, trade secret or other intellectual property right of the
other Party except in accordance with the terms of a separate license agreement
between the Parties granting such rights.

            29.14.2 Neither Party shall have any obligation to defend, indemnify
or hold harmless, or acquire any license or right for the benefit of, or owe any
other obligation or have any liability to, the other Party or its customers
based on or arising from any claim, demand, or proceeding by any third party
alleging or asserting that the use of any circuit, apparatus, or system, or the
use of any software, or the performance of any service or method, or the
provision of any facilities by either Party under this Agreement, alone or in
combination with that of the other Party, constitutes direct, vicarious or
contributory infringement or inducement to infringe, misuse or misappropriation
of any patent, copyright, trademark, trade secret, or any other proprietary or
intellectual property right of any Party or third party. Each Party, however,
shall offer to the other reasonable cooperation and assistance in the defense of
any such claim.

            29.14.3 NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, THE
PARTIES AGREE THAT NEITHER PARTY HAS MADE, AND THAT THERE DOES NOT EXIST, ANY
WARRANTY, EXPRESS OR IMPLIED, THAT THE USE BY THE PARTIES OF THE OTHER'S
FACILITIES, ARRANGEMENTS, OR SERVICES PROVIDED UNDER THIS AGREEMENT SHALL NOT
GIVE RISE TO A CLAIM BY ANY THIRD PARTY OF INFRINGEMENT, MISUSE, OR
MISAPPROPRIATION OF ANY INTELLECTUAL PROPERTY RIGHT OF SUCH THIRD PARTY.

      29.15 Technology Upgrades

      Nothing in this Agreement shall limit BA's ability to upgrade its network
through the


                                       79


incorporation of new equipment, new software or otherwise. BA shall provide
Covad written notice at least ninety (90) days prior to the incorporation of any
such upgrades in BA's network that will materially affect Covad's service, and
shall exercise reasonable efforts to provide at least one hundred eighty (180)
days notice where practicable. In addition, BA shall comply with the FCC Network
Disclosure rules, promulgated purusant to Title II of the Act and, in
particular, Section 251(c)(5) of the Act, set forth in the FCC Regulations to
the extent applicable. Covad shall be solely responsible for the cost and effort
of accommodating such changes in its own network.

      29.16 Survival

      The Parties' obligations under this Agreement which by their nature are
intended to continue beyond the termination or expiration of this Agreement,
including but not limited to Section 29.4, shall survive the termination or
expiration of this Agreement.

      29.17 Entire Agreement

      The terms contained in this Agreement and any Schedules, Exhibits, Tariffs
and other documents or instruments referred to herein, which are incorporated
into this Agreement by this reference, constitute the entire agreement between
the Parties with respect to the subject matter hereof, superseding all prior
understandings, proposals and other communications, oral or written. Neither
Party shall be bound by any preprinted terms additional to or different from
those in this Agreement that may appear subsequently in the other Party's form
documents, purchase orders, quotations, acknowledgments, invoices or other
communications.

      29.18 Counterparts

      This Agreement may be executed in two or more counterparts, each of which
shall be deemed an original and all of which together shall constitute one and
the same instrument.

      29.19 Modification, Amendment, Supplement, or Waiver

      No modification, amendment, supplement to, or waiver of the Agreement or
any of its provisions shall be effective and binding upon the Parties unless it
is made in writing and duly signed by the Parties. A failure or delay of either
Party to enforce any of the provisions hereof, to exercise any option which is
herein provided, or to require performance of any of the provisions hereof shall
in no way be construed to be a waiver of such provisions or options.

      29.20 Successors and Assigns

      This Agreement shall be binding on and inure to the benefit of the Parties
and their respective legal successors and permitted assigns.

      29.21 Publicity and Use of Trademarks or Service Marks


                                       80


      Neither Party nor its subcontractors or agents shall use the other Party's
trademarks, service marks, logos or other proprietary trade dress in any
advertising, press releases, publicity matters or other promotional materials
without such Party's prior written consent.

      29.22 Integrity of ג–‡ג–‡ג–‡ג–‡ ATLANTIC Network

      The Parties acknowledge that BA, at its election, may deploy fiber
throughout its network and that such fiber deployment may inhibit or facilitate
Covad's ability to provide service using certain technologies. Notwithstanding
any other provision of this Agreement, BA shall have the right to deploy,
upgrade, migrate and maintain its network at its discretion pursuant to Section
29.15 of this Agreement.

      29.23 Merger Conditions

      Nothing in this Agreement shall constitute a waiver by Covad of any rights
it may have under the FCC Order in the Application of ג–‡ג–‡ג–‡ג–‡ Atlantic Corporation,
Transferee, For Consent to Transfer control of ג–‡ג–‡ג–‡ג–‡ Atlantic Corporation and its
Subsidiaries, NSD-L-96-10, Memorandum Opinion and Order (August 14, 1997) ("the
FCC Merger Order"). Any such rights under the FCC Merger Order shall supplement
Covad's rights under this Agreement. Upon Covad's request, BA shall BA will
provide Covad with the then current Installment Payment Option outlined in the
FCC Merger Order.


                                       81


            IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to
be executed as of this 7th day of October, 1998.


DIECA Communications, Inc.                ג–‡ג–‡ג–‡ג–‡ ATLANTIC-
                                            NEW JERSEY, INC.


By:                                         By:
    ------------------------------              -------------------------------


Printed: ג–‡ג–‡ג–‡ג–‡ג–� ג–‡ג–‡ג–‡ג–‡ג–‡ג–‡                       Printed: ג–‡ג–‡ג–‡ג–‡ג–‡ג–‡ג–� ג–�. ג–‡ג–‡ג–‡ג–‡ג–‡ג–‡ג–�
         -------------------------                   --------------------------
Title: Vice President and General Counsel   Title: Vice President -
       ----------------------------------          Interconnection Services
                                                   Policy & Planning
                                                   ----------------------------


                                       82


SCHEDULE 1.0

CERTAIN TERMS AS DEFINED IN THE ACT AS OF EFFECTIVE DATE

      "Affiliate" means a person that (directly or indirectly) owns or controls,
is owned or controlled by, or is under common ownership or control with, another
person. For purposes of this paragraph, the term "own" means to own an equity
interest (or the equivalent thereof) of more than ten percent (10%).

      "Customer Proprietary Network Information" means (A) information that
relates to the quantity, technical configuration, type, destination, and amount
of use of a telecommunications service subscribed to by any customer of a
telecommunications carrier, and that is made available to the carrier by the
customer solely by virtue of the carrier-customer relationship; and (B)
information contained in the bills pertaining to telephone exchange service or
telephone toll service received by a customer of a carrier; except that such
term does not include subscriber list information.

      "Dialing Parity" means that a person that is not an affiliate of a local
exchange carrier is able to provide Telecommunications Services in such a manner
that Customers have the ability to route automatically, without the use of any
access code, their Telecommunications to the Telecommunications Services
provider of the customer's designation from among two (2) or more
Telecommunications Services providers (including such LEC).

      "Exchange Access" means the offering of access to Telephone Exchange
Services or facilities for the purpose of the origination or termination of
Telephone Toll Services.

      "Incumbent Local Exchange Carrier" means, with respect to an area, the
Local Exchange Carrier, that (A) on the date of enactment of the
Telecommunications Act, provided Telephone Exchange Service in such area, and
(B)(i) on such date of enactment, was deemed to be a member of the exchange
carrier association pursuant to Section 69.601(b) of the FCC's regulations (47
C.F.R. 69.601(b)), or (ii) is a person or entity that, on or after such date of
enactment, became a successor or assign of a member described in clause (i).

      "InterLATA" means Telecommunications between a point located in a local
access and transport area and a point located outside such area.

      "Local Access and Transport Area" or "LATA" means a contiguous geographic
area: (a) established before the date of enactment of the Act by a ג–‡ג–‡ג–‡ג–‡
operating company such that no Exchange Area includes points within more than
one (1) metropolitan statistical area, consolidated metropolitan statistical
area, or State, except as expressly permitted under the AT&T Consent Decree; or
(b) established or modified by a ג–‡ג–‡ג–‡ג–‡ operating company after such date of
enactment and approved by the FCC.

      "Local Exchange Carrier" means any person that is engaged in the provision
of Telephone


                                       83


Exchange Service or Exchange Access. Such term does not include a person insofar
as such person is engaged in the provision of a commercial mobile service under
Section 332(c) of the Act, except to the extent that the FCC finds that such
service should be included in the definition of such term.

      "Network Element" means a facility or equipment used in the provision of a
Telecommunications Service. Such term also includes features, functions, and
capabilities that are provided by means of such facility or equipment, including
subscriber numbers, databases, signaling systems, and information sufficient for
billing and collection or used in the transmission, routing, or other provision
of a Telecommunications Service.

      "Number Portability" means the ability of end users of telecommunications
services to retain, at the same location, existing telecommunications numbers
without impairment of quality, reliability, or convenience when switching from
one telecommunications carrier to another.

      "Telecommunications" means the transmission, between or among points
specified by the user, of information of the user's choosing, without change in
the form or content of the information as sent and received.

      "Telecommunications Carrier" means any provider of Telecommunications
Services, except that such term does not include aggregators of
Telecommunications Services (as defined in Section 226 of the Communications
Act).

      "Telecommunications Service" means the offering of Telecommunications for
a fee directly to the public, or to such classes of users as to be effectively
available directly to the public, regardless of the facilities used.

      "Telephone Exchange Service" means (a) service within a telephone exchange
or within a connected system of telephone exchanges within the same exchange
area operated to furnish subscribers intercommunicating service of the character
ordinarily furnished by a single exchange, and which is covered by the exchange
service charge, or (b) comparable service provided through a system of switches,
transmission equipment, or other facilities (or combination thereof) by which a
subscriber can originate and terminate a telecommunications service.

      "Telephone Toll Service" means telephone service between stations in
different exchange areas for which there is made a separate charge not included
in contracts with subscribers for exchange service.


                                       84


SCHEDULE 4.5

INTERCONNECTION POINTS FOR DIFFERENT TYPES OF TRAFFIC

      Each Party shall provide the other Party with Interconnection to its
network at the following points for transmission, routing and termination. Each
Party shall make available at its Interconnection Points facilities to route the
traffic it receives to the appropriate final destination. Compensation for such
facilities will be as set forth in Exhibit A or as provided elsewhere herein.

      1. For the termination of Local Traffic or Toll Traffic originated by one
Party's Customer and terminated to the other Party's Customer, at the points set
forth in subsections 4.2 and/or 4.3 of the main body of the Agreement.

      2. For the termination of Meet Point Billing Traffic from an IXC to:

            (a) Covad, at the Covad-IP in LATA in which the Traffic is to
terminate.

            (b) BA, at the BA-IP in LATA in which the Traffic is to terminate.

      3. For the termination of Transit Traffic from an ITC, wireless carrier,
or other CLEC to:

            (a) Covad, at the Covad-IP in which the Traffic is to terminate.

            (b) BA, at the BA-IP in LATA in which the Traffic is to terminate.

      4. For 911/E911 traffic originated on Covad's network, at the PSAP in
areas where only Basic 911 service is available, or at the BA 911 Tandem Office
serving the area in which the Covad Customer is located, in accordance with
applicable state laws and regulations and PSAP requirements.

      5. For Directory Assistance (411 or NPA-555-1212) traffic, at the
applicable BA Wire Center or the BA operator services Tandem Office subtended by
such Wire Center.

      6. For Operator Services (call completion) traffic, at the applicable BA
Wire Center or the BA operator services Tandem Office subtended by such Wire
Center.

      7. For LSV/VCI traffic, at the terminating Party's Wire Center or operator
services Tandem Office subtended by such Wire Center.

      8. For SS7 signaling originated by:

            (a) Covad, at mutually agreed-upon Signaling Point of
Interconnection(s) ("SPOI") in the LATA in which the Local or Toll Traffic
originates, over CCSAC links provisioned in accordance with Bellcore GR-905 and
ג–‡ג–‡ג–‡ג–‡ Atlantic Supplement Common Channel


                                       85


Signaling Network Interface Specification (BA_905).

            (b) BA, at mutually agreed-upon SPOIs in the LATA in which the Local
or Toll Traffic originates, over a CCSAC links provisioned in accordance with
Bellcore GR-905 and BA-905.

Alternatively, either Party may elect to interconnect for SS7 signaling through
a commercial SS7 hub provider.

      9. For 800/888 database inquiry traffic, at any BA Signaling Transfer
Point in the LATA in which the originating Covad Wire Center is located, over a
CCSAC link. Alternatively, Covad may elect to interconnect through a commercial
SS7 hub provider.

      10. For Line Information Database ("LIDB") inquiry traffic, at any BA
Signaling Transfer Point in the LATA in which the LIDB is located, over a CCSAC
link. Alternatively, Covad may elect to interconnect through a commercial SS7
hub provider.

      11. For any other type of traffic, at reasonable points to be agreed upon
by the Parties, based on the network architecture of the terminating Party's
network.


                                       86


SCHEDULE 11.3

ACCESS TO NETWORK INTERFACE DEVICE

      1. Due to the wide variety of NIDs utilized by BA (based on Customer size
and environmental considerations), Covad may access the Customer's Inside Wire
by any of the following means:

            (a) Where an adequate length of Inside Wire is present and
environmental conditions permit, Requesting Carrier may remove the Inside Wire
from BA's NID and connect that wire to Covad's NID;

            (b) Enter the Customer access chamber or "side" of "dual chamber"
NID enclosures for the purpose of extending a connecterized or spliced jumper
wire from the Inside Wire through a suitable "punch-out" hole of such NID
enclosures;

            (c) Request BA to make other rearrangements to the Inside Wire
terminations or terminal enclosure on a time and materials cost basis to be
charged to the requesting party (i.e., Covad, its agent, the building owner or
the Customer).

      2. If Covad accesses the Customer's Inside Wire as described in Paragraph
1(c) above, the Tariffed time and materials charges will be billed to the
requesting party (i.e., Covad, the building owner or the Customer).

      3. In no case shall Covad remove or disconnect BA's loop facilities from
BA's NIDs, enclosures, or protectors.

      4. In no case shall Covad remove or disconnect ground wires from BA's
NIDs, enclosures, or protectors.

      5. In no case shall Covad remove or disconnect NID modules, protectors, or
terminals from BA's NID enclosures.

      6. Maintenance and control of premises wiring (Inside Wire) is the
responsibility of the Customer. Any conflicts between service providers for
access to the Customer's Inside Wire must be resolved by the Customer.

      7. Due to the wide variety of NID enclosures and outside plant
environments, BA will work with Covad to develop specific procedures to
establish the most effective means of implementing this Schedule 11.3.


                                       87


SCHEDULE 11.4

UNBUNDLED SWITCHING ELEMENTS

Local Switching

      The unbundled local Switching Elements include line side and trunk side
facilities (e.g. line and trunk side Ports such as analog and ISDN line side
Ports and DS1 trunk side Ports) plus the features, functions, and capabilities
of the switch. It consists of the line-side Port (including connection between a
loop termination and a switch line card, telephone number assignment, basic
intercept, one primary directory listing, presubscription, and access to 911,
operator services, and directory assistance), line and line group features
(including all vertical features and line blocking options that the switch and
its associated deployed switch software is capable of providing and are
currently offered to BA's local exchange customers), usage (including the
connection of lines to lines, lines to trunks, trunks to lines, and trunks to
trunks), and trunk features (including the connection between the trunk
termination and a trunk card).

      BA shall offer, as an optional chargeable feature, daily usage tapes.
Covad may request activation or deactivation of features on a per-port basis at
any time, and shall compensate BA for the non-recurring charges associated with
processing the order. Covad may submit a Bona Fide Request for other switch
features and functions that the switch is capable of providing, but which BA
does not currently provide, or for customized routing of traffic other than
operator services and/or directory assistance traffic. BA shall develop and
provide these requested services where technically feasible with the agreement
of Covad to pay the recurring and non-recurring costs of developing, installing,
updating, providing and maintaining these services.

Tandem Switching

      The unbundled tandem Switching Element includes trunk-connect facilities,
the basic switching function of connecting trunks to trunks, and the functions
that are centralized in Tandem Switches. Unbundled tandem switching creates a
temporary transmission path between interoffice trunks that are interconnected
at a BA Access Tandem for the purpose of routing a call or calls.


                                       88


SCHEDULE 3.0

INITIAL NETWORK IMPLEMENTATION SCHEDULE FOR NEW JERSEY

      In accordance with the provisions of Section 3 of the Agreement, the
Parties shall make their best efforts to meet the following initial Milestones
no later than the listed Dates.

================================================================================
LATA in              Milestone                                Date
NEW JERSEY
--------------------------------------------------------------------------------
LATA ___             LATA Start Date                          TBD
                     -----------------------------------------------------------
                     SS7 Certification, Collocation,          TBD
                     Operator Services/DA Facilities, and
                     NXX(s) Applied For
                     -----------------------------------------------------------
                     Parties Agree on Trunking Arrangements   TBD
                     for Traffic Exchange
                     -----------------------------------------------------------
                     Valid Access Service Request(s)          TBD
                     ("ASRs") for Traffic Exchange Trunk
                     Groups and Routing Information Received
                     by BA
                     -----------------------------------------------------------
                     Valid Orders for 911 Facilities          TBD
                     Received by BA
                     -----------------------------------------------------------
                     All Trunks (Traffic Exchange, Operator   TBD
                     Services/DA, 911) Tested and Turned Up
                     -----------------------------------------------------------
                     SS7 Certification Achieved; 1            TBD
                     Collocation Arrangements Complete for
                     Trunk Interconnection and Access to
                     Network Elements
                     -----------------------------------------------------------
                     Arrangements for Alternate-Billed Calls  TBD
                     Agreed Upon
                     -----------------------------------------------------------
                     Call-through Testing Completed;          TBD
                     "Interconnection Activation Date"
================================================================================

      Failure of a Party or the Parties to meet an earlier Milestone Date shall
not relieve either Party of the responsibility to make its best efforts to meet
subsequent Milestone Date(s) in the LATA, unless, and only to the extent that,
the subsequent Milestone Date(s) depend on the timely completion of such earlier
Milestone Date.

      For purposes of Section 3, (i) business Telephone Exchange Service shall
be considered "fully operational" in a LATA in New Jersey when Covad has an
effective Tariff for business Telephone Exchange Service in New Jersey and a
significant number of Telephone Exchange Service Customer lines in service for
business Telephone Exchange Service Customers in that LATA in New Jersey that
are not affiliates or employees of either BA or Covad, and (ii) residential
Telephone Exchange Service shall be considered "fully operational" in a LATA in
New Jersey when Covad has an effective Tariff for

----------
(1) SS7 certification scheduling depends on actual schedule availability at time
of request. Initial implementation will be multi-frequency until SS7
certification is achieved.


1


residential Telephone Exchange Service in New Jersey and has a significant
number of Telephone Exchange Service Customer lines in service for residential
Telephone Exchange Service Customers in that LATA in New Jersey that are not
affiliates or employees of either BA or Covad.


2


SCHEDULE 6.3

RATE ELEMENTS UNDER MEET POINT BILLING

Interstate Access - Terminating to or originating from COVAD Customers

Rate Element                                  Billing Company
------------                                  ---------------
Carrier Common Line                                COVAD
Local Switching                                    COVAD
Interconnection Charge                             COVAD
Local Transport Facility/
  Tandem Switched Transport Per Mile               Based on negotiated billing
                                                   percentage (BIP)
Tandem Switching                                   BA
Local Transport Termination/
  Tandem Switched Transport Fixed                  BA
Entrance Facility                                  BA
800 Database Query                                 Party that performs query

Intrastate Access - Terminating to or originating from COVAD Customers (Pre-LTR
tariff)

Rate Element                                  Billing Company
------------                                  ---------------
Carrier Common Line                                COVAD
Local Switching                                    COVAD
Transport                                          Based on negotiated billing
                                                   percentage (BIP)

Intrastate Access - Terminating to or originating from COVAD Customers (Post-LTR
tariff)

Rate Element                                  Billing Company
------------                                  ---------------
Carrier Common Line                                COVAD
Local Switching                                    COVAD
Interconnection Charge                             COVAD
Local Transport Facility/
  Tandem Switched Transport Per Mile               Based on negotiated billing
                                                   percentage (BIP)
Tandem Switching                                   BA
Local Transport Termination/
  Tandem Switched Transport Fixed                  BA
Entrance Facility                                  BA
800 Database Query                                 Party that performs query


SCHEDULE 12.3

                           SUPPORT SERVICES FOR RESALE

1.    BA OSS SERVICES

      1.1 Definitions

      As used in the Schedule 12.3, the following terms shall have the meanings
      stated below:

      1.1.1 "BA Operations Support Systems" means BA systems for pre-ordering,
      ordering, provisioning, maintenance and repair, and billing.

      1.1.2 "BA OSS Services" means access to BA Operations Support Systems
      functions. The term "BA OSS Services" includes, but is not limited to: (a)
      BA's provision of Covad Usage Information to Covad pursuant to Section 1.3
      below; and, (b) "BA OSS Information", as defined in Section 1.1.4 below.

      1.1.3 "BA OSS Facilities" means any gateways, interfaces, databases,
      facilities, equipment, software, or systems, used by BA to provide BA OSS
      Services to Covad.

      1.1.4 "BA OSS Information" means any information accessed by, or disclosed
      or provided to, Covad through or as a part of BA OSS Services. The term
      "BA OSS Information" includes, but is not limited to: (a) any Customer
      Information related to a BA Customer or a Covad Customer accessed by, or
      disclosed or provided to, Covad through or as a part of BA OSS Services;
      and, (b) any Covad Usage Information (as defined in Section 1.1.6 below)
      accessed by, or disclosed or provided to, Covad.

      1.1.5 "BA Retail Telecommunications Service" means any Telecommunications
      Service that ג–‡ג–‡ג–‡ג–‡ Atlantic provides at retail to subscribers that are not
      Telecommunications Carriers. The term "BA Retail Telecommunications
      Service" does not include any exchange access service (as defined in
      Section 3(16) of the Act, 47 U.S.C. ss. 153(16)) provided by BA.

      1.1.6 "Covad Usage Information" means the usage information for a BA
      Retail Telecommunications Service purchased by Covad under this Agreement
      that BA would record if BA was furnishing such BA Retail
      Telecommunications Service to a BA end-user retail Customer.

      1.1.7 "Customer Information" means CPNI of a Customer and any other
      non-public, individually identifiable information about a Customer or the
      purchase by a Customer of the services or products of a Party.


                                       1


      1.2 BA OSS Services

      1.2.1 Upon request by Covad, BA shall provide to Covad, pursuant to
      Section 251(c)(3) of the Act, 47 U.S.C. ss. 251(c)(3), BA OSS Services.

      1.2.2 Subject to the requirements of Applicable Law, BA Operations Support
      Systems, BA Operations Support Systems functions, BA OSS Facilities, BA
      OSS Information, and the BA OSS Services that will be offered by BA, shall
      be as determined by BA. Subject to the requirements of Applicable Law, BA
      shall have the right to change BA Operations Support Systems, BA
      Operations Support Systems functions, BA OSS Facilities, BA OSS
      Information, and the BA OSS Services, from time-to-time, without the
      consent of Covad.

      1.3 Covad Usage Information

      1.3.1 Upon request by Covad, BA shall provide to Covad, pursuant to
      Section 251(c)(3) of the Act, 47 U.S.C. ss. 251(c)(3), Covad Usage
      Information.

      1.3.2 Covad Usage Information will be available to Covad through the
      following:

            (a) Daily Usage File on Data Tape.

            (b) Daily Usage File through Network Data Mover ("NDM").

      1.3.3.1 Covad Usage Information will be provided in a Bellcore Exchange
      Message Records ("EMR") format.

      1.3.3.2 Daily Usage File Data Tapes provided pursuant to Section 1.3.2(a)
      above will be issued each day, Monday through Friday, except holidays
      observed by BA.

      1.3.4 Except as stated in this Section 1.3, subject to the requirements of
      Applicable Law, the manner in which, and the frequency with which, Covad
      Usage Information will be provided to Covad shall be determined by BA.

      1.5 Access to and Use of BA OSS Facilities

      1.5.1 BA OSS Facilities may be accessed and used by Covad only to the
      extent necessary for Covad's access to and use of BA OSS Services pursuant
      to the Agreement.

      1.5.2 BA OSS Facilities may be accessed and used by Covad only to provide
      Telecommunications Services to Covad Customers.

      1.5.3 Covad shall restrict access to and use of BA OSS Facilities to
      Covad. This Schedule 12.3 does not grant to Covad any right or license to
      grant sublicenses to other


                                       2


      persons, or permission to other persons (except Covad's employees, agents
      and contractors, in accordance with Section 1.5.7 below), to access or use
      BA OSS Facilities.

      1.5.4 Covad shall not (a) alter, modify or damage the BA OSS Facilities
      (including, but not limited to, BA software), (b) copy, remove, derive,
      reverse engineer, or decompile, software from the BA OSS Facilities, or
      (c) obtain access through BA OSS Facilities to BA databases, facilities,
      equipment, software, or systems, which are not offered for Covad's use
      under this Schedule 12.3.

      1.5.5 Covad shall comply with all practices and procedures established by
      BA for access to and use of BA OSS Facilities (including, but not limited
      to, BA practices and procedures with regard to security and use of access
      and user identification codes).

      1.5.6 All practices and procedures for access to and use of BA OSS
      Facilities, and all access and user identification codes for BA OSS
      Facilities: (a) shall remain the property of BA; (b) shall be used by
      Covad only in connection with Covad's use of BA OSS Facilities permitted
      by this Schedule 12.3; (c) shall be treated by Covad as Confidential
      Information of BA pursuant to subsection 29.4 of the Agreement; and, (d)
      shall be destroyed or returned by Covad to BA upon the earlier of request
      by BA or the expiration or termination of the Agreement.

      1.5.7 Covad's employees, agents and contractors may access and use BA OSS
      Facilities only to the extent necessary for Covad's access to and use of
      the BA OSS Facilities permitted by this Agreement. Any access to or use of
      BA OSS Facilities by Covad's employees, agents, or contractors, shall be
      subject to the provisions of the Agreement, including, but not limited to,
      subsection 29.4 thereof and Sections 1.5.6 and 1.6.3.3 of this Schedule
      12.3.

      1.6 BA OSS Information

      1.6.1 Subject to the provisions of this Schedule 12.3 and Applicable Law,
      BA grants to Covad a non-exclusive license to use BA OSS Information.

      1.6.2 All BA OSS Information shall at all times remain the property of BA.
      Except as expressly stated in this Schedule 12.3, Covad shall acquire no
      rights in or to any BA OSS Information.

      1.6.3.1 The provisions of this Section 1.6.3 shall apply to all BA OSS
      Information, except (a) Covad Usage Information, (b) CPNI of Covad, and
      (c) CPNI of a BA Customer or a Covad Customer, to the extent the Customer
      has authorized Covad to use the Customer Information.

      1.6.3.2 BA OSS Information may be accessed and used by Covad only to
      provide Telecommunications Services to Covad Customers.


                                       3


      1.6.3.3 Covad shall treat BA OSS Information that is designated by BA,
      through written or electronic notice (including, but not limited to,
      through the BA OSS Services), as "Confidential" or "Proprietary" as
      Confidential Information of BA pursuant to subsection 29.4 of the
      Agreement.

      1.6.3.4 Except as expressly stated in this Schedule 12.3, this Agreement
      does not grant to Covad any right or license to grant sublicenses to other
      persons, or permission to other persons (except Covad's employees, agents
      or contractors, in accordance with Section 1.6.3.5 below, to access, use
      or disclose BA OSS Information.

      1.6.3.5 Covad's employees, agents and contractors may access, use and
      disclose BA OSS Information only to the extent necessary for Covad's
      access to, and use and disclosure of, BA OSS Information permitted by this
      Schedule 12.3. Any access to, or use or disclosure of, BA OSS Information
      by Covad's employees, agents or contractors, shall be subject to the
      provisions of this Agreement, including, but not limited to, subsection
      29.4 of the Agreement and Section 1.6.3.3 above.

      1.6.3.6 Covad's license to use BA OSS Information shall expire upon the
      earliest of: (a) the time when the BA OSS Information is no longer needed
      by Covad to provide Telecommunications Services to Covad Customers; (b)
      termination of the license in accordance with this Schedule 12.3; or (c)
      expiration or termination of the Agreement.

      1.6.3.7 All BA OSS Information received by Covad shall be destroyed or
      returned by Covad to BA, upon expiration, suspension or termination of the
      license to use such BA OSS Information.

      1.6.4 Unless sooner terminated or suspended in accordance with the
      Agreement or this Schedule 12.3 (including, but not limited to, subsection
      22.3 of the Agreement and Section 1.7.1 above), Covad's access to BA OSS
      Information through BA OSS Services shall terminate upon the expiration or
      termination of the Agreement.

      1.6.5.1 Without in any way limiting subsection 18.3 of the Agreement, BA
      shall have the right (but not the obligation) to audit Covad to ascertain
      whether Covad is complying with the requirements of Applicable Law and
      this Agreement with regard to Covad's access to, and use and disclosure
      of, BA OSS Information.

      1.6.5.2 Without in any way limiting any other rights BA may have under the
      Agreement or Applicable Law, BA shall have the right (but not the
      obligation) to monitor Covad's access to and use of BA OSS Information
      which is made available by BA to Covad pursuant to this Agreement, to
      ascertain whether Covad is complying with the requirements of Applicable
      Law and this Agreement, with regard to Covad's access to, and use and
      disclosure of, such BA OSS Information. The foregoing right shall include,
      but not be limited to, the right (but not the obligation) to
      electronically monitor Covad's access to and use of BA OSS Information
      which is made available by BA to Covad through BA OSS Facilities.


                                       4


      1.6.5.3 Information obtained by BA pursuant to this Section 1.6.5 shall be
      treated by BA as Confidential Information of Covad pursuant to subsection
      29.4 of the Agreement; provided that, BA shall have the right (but not the
      obligation) to use and disclose information obtained by BA pursuant to
      this Section 1.6.5 to enforce BA's rights under the Agreement or
      Applicable Law.

      1.6.6 Covad acknowledges that the BA OSS Information, by its nature, is
      updated and corrected on a continuous basis by BA, and therefore that BA
      OSS Information is subject to change from time to time.

      1.7 Liabilities and Remedies

      1.7.1 Any breach by Covad, or Covad's employees, agents or contractors, of
      the provisions of Sections 1.5 or 1.6 above shall be deemed a material
      breach of the Agreement. In addition, if Covad or an employee, agent or
      contractor of Covad at any time breaches a provision of Sections 1.5 or
      1.6 above and such breach continues for more than ten (10) days after
      written notice thereof from BA, then, except as otherwise required by
      Applicable Law, BA shall have the right, upon notice to Covad, to suspend
      the license to use BA OSS Information granted by Section 1.6.1 above
      and/or the provision of BA OSS Services, in whole or in part.

      1.7.2 Covad agrees that BA would be irreparably injured by a breach of
      Sections 1.5 or 1.6 above by Covad or the employees, agents or contractors
      of Covad, and that BA shall be entitled to seek equitable relief,
      including injunctive relief and specific performance, in the event of any
      such breach. Such remedies shall not be deemed to be the exclusive
      remedies for any such breach, but shall be in addition to any other
      remedies available under this Agreement or at law or in equity.

      1.8 Relation to Applicable Law

      The provisions of Sections 1.5, 1.6 and 1.7 above shall be in addition to
      and not in derogation of any provisions of Applicable Law, including, but
      not limited to, 47 U.S.C. ss. 222, and are not intended to constitute a
      waiver by BA of any right with regard to protection of the confidentiality
      of the information of BA or BA Customers provided by Applicable Law.

      1.9 Cooperation

      Covad, at Covad's expense, shall reasonably cooperate with BA in using BA
      OSS Services. Such cooperation shall include, but not be limited to, the
      following:

      1.9.1 Upon request by BA, Covad shall by no later than the fifteenth
      (15th) day of each calendar month submit to BA reasonable, good faith
      estimates (by central office or other BA office or geographic area
      designated by BA) of the volume of each BA Retail


                                       5


      Telecommunications Service for which Covad anticipates submitting orders
      in each week of the next calendar month.

      1.9.2 Upon request by BA, Covad shall submit to BA reasonable, good faith
      estimates of other types of transactions or use of BA OSS Services that
      Covad anticipates.

      1.9.3 Covad shall reasonably cooperate with BA in submitting orders for BA
      Retail Telecommunications Services and otherwise using the BA OSS
      Services, in order to avoid exceeding the capacity or capabilities of such
      BA OSS Services.

      1.9.4 Covad shall participate in cooperative testing of BA OSS Services
      and shall provide assistance to BA in identifying and correcting mistakes,
      omissions, interruptions, delays, errors, defects, faults, failures, or
      other deficiencies, in BA OSS Services.

      1.10 BA Access to Information Related to Covad Customers

      1.10.1 BA shall have the right to access, use and disclose information
      related to Covad Customers that is in BA's possession (including, but not
      limited to, in BA OSS Facilities) to the extent such access, use and/or
      disclosure has been authorized by the Covad Customer in the manner
      required by Applicable Law.

      1.10.2 Upon request by BA, Covad shall negotiate in good faith and enter
      into a contract with BA, pursuant to which BA may obtain access to Covad's
      operations support systems (including, systems for pre-ordering, ordering,
      provisioning, maintenance and repair, and billing) and information
      contained in such systems, to permit BA to obtain information related to
      Covad Customers (as authorized by the applicable Covad Customer), to
      permit Customers to transfer service from one Telecommunications Carrier
      to another, and for such other purposes as may be permitted by Applicable
      Law.

2.    ג–‡ג–‡ג–‡ג–‡ ATLANTIC PRE-OSS SERVICES

      2.1 As used in this Schedule 12.3, "BA Pre-OSS Service" means a service
      which allows the performance of an activity which is comparable to an
      activity to be performed through a BA OSS Service and which BA offers to
      provide to Covad prior to, or in lieu of, BA's provision of the BA OSS
      Service to Covad. The term "BA Pre-OSS Service" includes, but is not
      limited to, the activity of placing orders for BA Retail
      Telecommunications Services through a telephone facsimile communication.

      2.2 Subject to the requirements of Applicable Law, the BA Pre-OSS Services
      that will be offered by BA shall be as determined by BA and BA shall have
      the right to change BA Pre-OSS Services, from time-to-time, without the
      consent of Covad.

      2.3 Subject to the requirements of Applicable Law, the prices for BA
      Pre-OSS Services shall be as determined by BA and shall be subject to
      change by BA from time-to-time.


                                       6


      2.4 The provisions of Sections 1.5 through 1.9 above shall also apply to
      BA Pre-OSS Services. For the purposes of this Section 2.4: (a) references
      in Sections 1.5 through 1.9 above to BA OSS Services shall be deemed to
      include BA Pre-OSS Services; and, (b) references in Sections 1.5 through
      1.9 above to BA OSS Information shall be deemed to include information
      made available to Covad through BA Pre-OSS Services.

3.    RATES AND CHARGES

      The prices for the foregoing services shall be as set forth in BA's
      Tariffs or, in the absence of an applicable BA Tariff price, in Exhibit A
      or, if not set forth in either, as may be determined by BA from time to
      time. If BA at any time offers another resale support service the prices
      for which are not stated in BA's Tariffs or Exhibit A, BA shall have the
      right to revise Exhibit A to add such prices.


                                       7


SCHEDULE 13.4

                      COLLOCATION: SHARED CAGE ARRANGEMENT

1.    Service Description

      (A)   Shared Cages provide an additional option to Covad for
            Interconnection and access to unbundled Network Elements. Shared
            Cages refers to an arrangement in which a Collocation node is shared
            by two CLECs purusant to terms and conditions agreed to by those
            CLECs.

      (B)   For established collocation nodes, the initial CLEC is the
            "Collocator of Record" ("COR"), or "host" collocator; the other
            collocator participating in the sharing arrangement is referred to
            in this Agreement as the "guest". When two collocators request
            establishment of a new Collocation node, to be used as a Shared
            Cage, one of the participating CLECs must agree to be the COR and
            the other to be the guest. The host collocator is BA's customer, and
            has all of the rights and obligations applicable under this
            Agreement and the applicable Tariff to CLECs purchasing
            Collocation-related services, including, without limitation, the
            obligation to pay all applicable charges, whether or not the COR is
            reimbursed for all or any portion of such charges by the guest.
            Neither this Agreement, nor any actions taken by BA or the COR in
            compliance with this Agreement or the applicable Tariff, shall
            create a contractual, agency, or any other type of relationship
            between BA and the guest collocator in a sharing arrangement; and BA
            does not assume any liability or obligation to the guest for any
            actions of the COR. The two involved collocators are solely
            responsible for determining whether to share a cage, and if so upon
            what terms and conditions.

2.    Shared Cage Arrangement

      (A)   The host CLEC must notify BA in writing of its intention to share
            its cage space and provide BA with a certificate of insurance from
            the guest before the guest occupies the cage.

      (B)   All orders for Telecommunications Services or unbundled Network
            Elements must be placed by or on behalf of the COR. The host and
            guest may agree that such orders may be placed by the guest on
            behalf of the host, but in such case BA must be provided with an
            acceptable Letter of Authorization explicitly authorizing the guest
            to place such orders. Where an order is placed by the guest in
            conformity with this section BA will send bills for the ordered
            services to the guest, and will accept payments from the guest on
            the COR's account. Notwithstanding such ordering and billing
            arrangements, the obligation to pay BA for such services


                                       1


            remains exclusively with the COR, regardless of whether the guest
            complies with its obligations under its contract with the COR to
            make payments to the COR or to BA. BA may pursue any available
            rights and remedies against the COR in the event of non-payment,
            without first seeking payment from the guest, regardless of whether
            the services for which payment is due are being used by the COR or
            by the guest.

      (C)   All terms and conditions for Physical Collocation as described in
            applicable Tariffs and in Section 13.0 of this Agreement will apply.
            In addition, the following terms and conditions will apply to shared
            cages:

            (1)   The guest must be a CLEC.

            (2)   The host and guest must each be collocating for the purpose of
                  interconnecting to BA or accessing BA's unbundled Network
                  Elements.

            (3)   In its use of a Shared Cage, the guest must comply with the
                  same BA rules and regulations and municipal/zoning regulations
                  as are applicable to the COR.

            (4)   The COR assumes the responsibility for the guest's violation
                  of all Tariff regulations and other requirements related to a
                  Shared Cage arrangement, and will be liable for any damage or
                  injury to BA caused by the conduct of the guest, to the same
                  extent as the COR would be liable if it had engaged in such
                  conduct itself. The COR will also indemnify BA against any
                  third-party claims resulting from the guest's conduct, to the
                  same extent as it would be responsible for such
                  indemnification if it had engaged in such conduct itself.

            (5)   The host and guest will participate in Method of Procedure
                  (MOP) meetings detailing the installation work to be performed
                  by the guest. This shall be completed for all Physical
                  Collocation equipment installation. The host shall prominently
                  display the signed MOP at the multiplexing node while any
                  installation functions are performed.

            (6)   The host must provide BA's designated representative(s) with a
                  list of the names of all technicians who will need access to
                  the Shared Cage for support, maintenance and repair purposes.
                  The host is responsible for supplying such representative(s)
                  with the required completed non-employee ID badge application
                  forms and all appropriate indentification material for its
                  employees/agents as well as those of the guest.

            (7)   BA will issue only one identifying cage and POT Bay CLLI code
                  and provide it to the host. The host will assume connecting
                  facility assignment (CFA) responsibilities.

            (8)   All occupancy and specific cage construction communications
                  (e.g., cage


                                       2


                  augments, cage access or deployment requirements) will be
                  between the host and BA as specified in this Agreement.

            (9)   The host will remain responsible for all costs associated with
                  the cage (e.g., cage construction, POT Bay installation). BA
                  will not split ג–‡ג–‡ג–‡ג–‡ any of the rate elements associated with
                  the Collocation cage between the host and its tenant (e.g.,
                  recurring square foot charges, power, cable racking).


                                       3


                                  SCHEDULE 27.2
             PERFORMANCE MONITORING REPORTS, STANDARDS AND REMEDIES

1. Performance Monitoring Reports

1.1. Subject to the provisions of this Schedule 27.2, BA shall provide to Covad
performance monitoring reports ("Performance Monitoring Reports") for services
and facilities provided by BA. Subject to the provisions of Appendix 1, the
Performance Monitoring Reports will include the measurements set forth in
subsections (a) through (d) of this Section 1.1, to the extent the measurements
set forth in a subsection are applicable to the services set forth in such
subsection: (a) for services provided to BA's retail customers, in the
aggregate, the measurements stated in ג–‡ג–‡ג–‡ג–‡ג–‡ג–‡ג–‡ג–‡ ג–�, ג–‡ג–‡ג–‡ג–‡ג–‡ג–‡ג–� ג–�, "ג–‡ג–‡ג–‡ג–‡ג–‡ג–‡"; (ג–�) for
services and facilities provided to any BA local exchange affiliate purchasing
Interconnection,(1) if BA decides to operate a wholesale carrier, the
measurements stated in Appendix 1, Section 2, "Unbundled Network Elements",
Section 3, "Resale", and Section 4, "Network Interconnection Trunks"; (c) for
services and facilities provided to carriers purchasing Interconnection, in the
aggregate, the measurements stated in Appendix 1, Section 1, "OSS", Section 2,
"Unbundled Network Elements", Section 3, "Resale", Section 4, "Network
Interconnection Trunks", and Section 5, "CLEC Billing"; and, (d) for services
and facilities provided to Covad, the measurements stated in Appendix 1, Section
2, "Unbundled Network Elements", Section 3, "Resale", and Section 4, "Network
Interconnection Trunks".(2)

----------
(1) As used in this Schedule 27.2, Section 1.1, "Interconnection" includes
interconnection, transport and termination, services for resale, and/or access
to unbundled network elements, under Section 251 of the Act, as amended.

(2) The measurements listed in subsections (b) and (d) do not include Section 2,
"Unbundled Network Elements", Measurement 7, "% Flow Through Orders", and
Section 3, "Resale", Measurement 7, "% Flow Through Orders".


1


1.2 The Performance Monitoring Reports shall be provided on a calendar quarter
basis (January through March, April through June, July through September,
October through December) with monthly information detail. The Performance
Monitoring Reports shall be provided within forty-five (45) days after the
completion of each calendar quarter. The first Performance Monitoring Reports
shall cover the calendar quarter of [?], 1998.

2. Performance Metrics, Standards and Remedies

2.1 Appendix 2 sets out performance standards for 21 service quality measurement
items ("Performance Metrics") listed in the Performance Monitoring Reports. BA
shall measure on a calendar quarter basis BA's performance for each Performance
Metric for service provided to Covad.

2.2 If for any calendar quarter BA fails to meet the standard for a Performance
Metric for service provided to Covad, BA will conduct an investigation with
regard to the failure. The investigation will review the validity of the
measurement for the Performance Metric, and, if the measurement is concluded to
be valid, identify the cause of the failure. After identifying the cause of the
failure, BA will take commercially reasonable action to correct the failure
resulting from such cause. Covad shall provide all information and support
reasonably requested by BA in order to enable BA to conduct the investigation
and to correct any failure.

2.3.1 BA shall not be obligated to take investigative or corrective action
pursuant to Section 2.2, above, to the extent the failure to meet the standard
for a Performance Metric is caused by a Delaying Event. As used in this Schedule
27.2, "Delaying Event" means: (a) a failure by Covad to perform any of its
obligations set forth in this Agreement; (b) any delay, act or failure to act by
Covad or a customer, end-user, agent, affiliate, representative, vendor, or
contractor of Covad; (c) any Force Majeure Event


2


as defined in Section 28.3; (d) any event, delay, act or failure to act, beyond
the reasonable control of BA; or, (e) such other event, delay, act or failure to
act upon which the Parties may agree. In calculating a Performance Metric, BA
may adjust the performance data to exclude any negative effect upon BA's meeting
the standard for the Performance Metric caused by a Delaying Event. If, pursuant
to this Section 2.3.1, BA adjusts performance data to exclude a negative effect
upon BA's meeting the standard for a Performance Metric caused by a Delaying
Event, BA shall provide to Covad a reasonably detailed description of the
adjustment. If Covad disputes the appropriateness of the adjustment, either
Party may seek resolution of the dispute in accordance with Section 28.11 of the
Agreement.

2.3.2 BA shall not be obligated to take investigative or corrective action
pursuant to Section 2.2 for any Performance Metric that shows a failure to meet
a performance standard if BA can reasonably show that (a) the measurement for
the Performance Metric does not have a statistically valid basis, or (b) the
data measured for service provided to Covad cannot be validly compared to the
measurement to which Appendix 2 specifies such data is to be compared (e.g., the
measurement for service provided to BA retail customers). If, pursuant to the
preceding sentence of this Section 2.3.2, BA excludes from action under Section
2.2 any Performance Metric, BA shall provide to Covad a reasonably detailed
explanation of the basis for the exclusion. If Covad disputes the
appropriateness of the exclusion, either Party may seek resolution of the
dispute in accordance with Section 28.11 of the Agreement.

2.3.3 BA may exclude from consideration in calculating Performance Metrics any
activities where Covad has requested a date due or other performance interval
different from (greater or less than) that which BA provides for its own retail
customers or its other telecommunications carrier customers.

2.3.4 BA shall not be obligated to take investigative or corrective action
pursuant to Section 2.2 for any Performance Metric where the data for two or
more months in a calendar quarter have been


3


excluded from consideration pursuant to the provisions of this Agreement.

2.4 For each Performance Metric related to UNE or Resale Services that requires
calculation of a percentage, a minimum of 200 items per calendar quarter for the
denominator shall be a prerequisite (e.g., a/200 x 100 = b%). Lack of the
minimum 200 items will result in BA being deemed to have met the standard for
that Performance Metric. For each Performance Metric related to Interconnection
Trunks that requires calculation of a percentage, a minimum of 50 items per
calendar quarter for the denominator shall be a prerequisite (e.g., a/50 x 100 =
b%). Lack of the minimum 50 items will result in BA being deemed to have met the
standard for that Performance Metric.

2.5 As used in Appendix 2 for those Performance Metrics where "Parity" is the
standard, "Parity" will be determined in accordance with Appendix 4,
"Statistical Methodology for Determining 'Parity' Range".

3. Performance Measurements, Standards and Remedies

3.1 Appendix 3 sets forth nine (9) performance categories ("Performance
Categories"). Each Performance Category is composed of one or more performance
measurements, which are listed in the left-hand column of each Performance
Category matrix ("Performance Measurements"). Each Performance Category
point-score, when calculated, will be the sum of the point-scores of the
Performance Measurements composing that Performance Category, and may be "0", a
positive number (+1 or higher), or a negative number (-1 or less).

3.2 BA shall measure on a calendar quarter basis BA's performance for each
Performance Measurement for service provided to Covad. No later than sixty (60)
days after the completion of each calendar quarter, BA shall forward to Covad a
statement showing BA's performance for each Performance Measurement for service
provided to Covad and a calculation of each Performance


4


Category point-score ("Performance Statement").

3.3 If for any calendar quarter BA fails to obtain a point-score of "0" or
higher for a Performance Measurement for service provided to Covad, BA will
conduct an investigation with regard to the failure. The investigation will
review the validity of the measurement for the Performance Measurement, and, if
the measurement is concluded to be valid, identify the cause of the failure.
After identifying the cause of the failure, BA will take commercially reasonable
action to correct the failure resulting from such cause. Covad shall provide all
information and support reasonably requested by BA in order to enable BA to
conduct this investigation and to correct any failure to obtain a point-score of
"0" or higher for the Performance Measurement.

3.4.1 Subject to the provisions of this Schedule 27.2 and other applicable
provisions of this Agreement, if the point-score for a Performance Category for
service provided to Covad is a negative number (-1 or less) for two (2)
consecutive calendar quarters, BA shall give a billing credit to Covad in the
amount provided for in Appendix 3 ("Performance Credit"). A Performance Credit
shall be given for the second consecutive calendar quarter and for each
subsequent consecutive calendar quarter for which the point-score for the
Performance Category is a negative number (-1 or less). Each Performance
Statement shall include a statement showing any Performance Credit due to Covad.
Each Performance Credit which is due shall be applied to an appropriate Covad
ג–‡ג–‡ג–‡ג–‡ no later than thirty (30) days after the Performance Statement stating that
the Performance Credit is due is delivered to Covad.

3.4.2 If the point-score for a Performance Category for service provided to
Covad is a positive number (+1 or more), BA may use the positive point-score for
that Performance Category to off-set a negative point-score for that Performance
Category for the next calendar quarter.

3.4.3.1 BA shall not be obligated to take investigative or corrective action
pursuant to Section 3.3, or


5


to pay a Performance Credit, to the extent the negative point-score for a
Performance Measurement or Performance Category is caused by a Delaying Event,
as defined in Section 2.3.1, above. In calculating a Performance Measurement, BA
may adjust the performance data to exclude any negative effect on BA's meeting
the performance standard for the Performance Measurement caused by a Delaying
Event. If, pursuant to this Section 3.4.3.1, BA adjusts performance data to
exclude a negative effect on BA's meeting the performance standard for a
Performance Measurement caused by a Delaying Event, BA shall provide to Covad a
reasonably detailed description of the adjustment. If Covad disputes the
appropriateness of the adjustment, either Party may seek resolution of the
dispute in accordance with Section 28.11 of the Agreement.

3.4.3.2 BA may exclude from consideration in calculating Performance Category
Point Scores and Performance Credits, and shall not be obligated to take
investigative or corrective action pursuant to Section 3.3 with regard to, any
Performance Measurement that shows a failure to meet a performance standard if
BA can reasonably show that (a) the measurement for the Performance Measurement
does not have a statistically valid basis, or (b) the data measured for service
provided to Covad cannot be validly compared to the measurement to which
Appendix 3 specifies such data is to be compared (e.g., the measurement for
service provided to BA retail customers). If, pursuant to the preceding sentence
of this Section 3.4.3.2, BA excludes from consideration in calculating
Performance Category Point Scores and Performance Credits and from action under
Section 3.3 any Performance Measurement, BA shall provide to Covad a reasonably
detailed explanation of the basis for the exclusion. If Covad disputes the
appropriateness of the exclusion, either Party may seek resolution of the
dispute in accordance with Section 28.11 of the Agreement.

3.4.3.3 BA may exclude from consideration in calculating Performance
Measurements any activities


6


where Covad has requested a date due or other performance interval different
from (greater or less than) that which BA provides for its own retail customers
or its other telecommunications carrier customers.

3.4.3.4 BA may also exclude from consideration in calculating Performance
Category point-scores and Performance Credits, and shall not be obligated to
take investigative or corrective action pursuant to Section 3.3 with regard to,
any Performance Measurement where the data for two or more months in a calendar
quarter have been excluded from consideration pursuant to the provisions of this
Agreement.

3.4.4 For each Performance Measurement related to OSS, UNE, Resale Services or
Billing, that requires calculation of a percentage, a minimum of 200 items per
calendar quarter for the denominator shall be a prerequisite (e.g., a/200 x 100
= b%). Lack of the minimum 200 items will result in BA receiving a "0 Points"
score for that Performance Measurement. For each Performance Measurement related
to Interconnection Trunks that requires calculation of a percentage, a minimum
of 50 items per calendar quarter for the denominator shall be a prerequisite
(e.g., a/50 x 100 = b%). Lack of the minimum 50 items will result in BA
receiving a "0 Points" score for that Performance Measurement.

3.4.5 As used in Appendix 3 for those Performance Measurements where "Parity" is
the standard, "Parity" will be determined in accordance with Appendix 4,
"Statistical Methodology for Determining 'Parity' Range".

4. Notwithstanding anything in this Agreement to the contrary, the Performance
Metrics, Performance Metrics standards, Performance Measurements, Performance
Measurements standards, Performance Categories, and Performance Credits,
provided for in this Schedule 27.2 shall also apply to Covad with regard to OSS,
UNE, Resale Services, Interconnection Trunks,


7


and other services and arrangements, purchased by BA from Covad. Covad shall for
OSS, UNE, Resale Services, Interconnection Trunks, and other services and
arrangements, purchased by BA from Covad, provide to BA Performance Monitoring
Reports and Performance Statements similar to those to be provided by BA to
Covad. If Covad fails to meet a standard for a Performance Metric or a
Performance Measurement or incurs a negative point-score on a Performance
Category, Covad shall (a) undertake correction of the failure, to the same
extent as BA would be required to undertake correction of the failure under this
Schedule 27.2, and (b) give Performance Credits to BA, to the same extent as BA
would be required to give Performance Credits to Covad under this Schedule 27.2.

5. Appendix 1 sets out definitions for terms that are used in this Schedule
27.2. Except as clearly stated otherwise in a particular instance, these
definitions apply throughout this Schedule 27.2.

6. Covad agrees that the information contained in the Performance Reports and
the information contained in the Performance Statements is confidential and
proprietary to BA, and shall be used by Covad solely for internal performance
assessment purposes, for purposes of joint Covad and BA assessments of service
performance, and for reporting to the Commission, the FCC, or courts of
competent jurisdiction, under cover of an agreed-upon protective order, for the
sole purpose of enforcing BA's obligations under this Agreement. Covad shall not
otherwise disclose the information contained in the Performance Reports or
Performance Statements to third-persons.

7. BA shall provide Covad with access to the available data and information
necessary for Covad to verify the accuracy of the Performance Monitoring Reports
provided by BA to Covad. Covad agrees that such data and information is
confidential and proprietary to BA and shall be used by Covad solely for the
purpose of verifying the accuracy of the Performance Monitoring Reports. Covad
shall not disclose such data and information to third-persons. BA shall be
obligated to retain data and information for access by Covad under this Section
7 only for the period of time required by Applicable


8


Laws.

8. In providing Performance Reports to Covad, providing Performance Statements
to Covad, providing Covad with access to data and information pursuant to
Section 7, above, and otherwise performing its obligations under this Schedule
27.2, BA shall not be obligated, and may decline, to disclose to Covad any
individually identifiable information pertaining to a person other than Covad,
including, but not limited to, any other carrier customer of BA or any retail
customer of BA.

9. The Parties acknowledge that this Schedule 27.2 is intended to implement
obligations of BA under the FCC's Memorandum Opinion and Order in "In the
Applications of NYNEX Corporation, Transferor, and ג–‡ג–‡ג–‡ג–‡ Atlantic Corporation,
Transferee, For Consent to Transfer Control of NYNEX Corporation and Its
Subsidiaries", File No. NSD-L-96-10, Released August 14, 1997. This Schedule
27.2 shall be interpreted and construed in a manner consistent with the FCC's
Memorandum Opinion and Order.


9


                                  SCHEDULE 27.2

                                   APPENDIX 1

                         PERFORMANCE MONITORING REPORTS

1. OSS

--------------------------------------------------------------------------------
Key Service Quality Measurements                                   Notes
--------------------------------------------------------------------------------
OSS:
--------------------------------------------------------------------------------
Pre-Order Process:
--------------------------------------------------------------------------------
1.  Pre-Order Response Time:                                Not Carrier Specific
--------------------------------------------------------------------------------
       o  a. Customer Service Records
--------------------------------------------------------------------------------
       o  b. Other Pre-Order (Aggregate of the following):
             o  Due Date Availability
             o  Product & Service Availability Information
             o  Address Validation
             o  Telephone number availability and
                reservation
--------------------------------------------------------------------------------
2.  Availability of BA interface to OSS access:             Not Carrier Specific
--------------------------------------------------------------------------------
       o  % Interface Uptime(3)
--------------------------------------------------------------------------------

----------
(3) This Schedule contemplates that measurements will be conducted in connection
with the use and/or operations of various BA systems (including, but not limited
to, ECG, EDI, WebGUI, and BA systems for pre-ordering, ordering, provisioning,
maintenance and repair, and billing). The Parties, through good faith
negotiation, shall amend this Schedule from time-to-time as necessary to conform
the Schedule to changes in, discontinuance of, or replacement of, BA systems.
Nothing in this Schedule shall be deemed to prevent BA from changing,
discontinuing or replacing any BA system or any version, issue or edition of a
BA system.


10


2.  UNBUNDLED NETWORK ELEMENTS ("UNE"):

--------------------------------------------------------------------------------
Key Service Quality Measurements                                    Notes
--------------------------------------------------------------------------------
Ordering Process:
--------------------------------------------------------------------------------
3.  Order Confirmation Timeliness:                                    .
--------------------------------------------------------------------------------
       POTS:
--------------------------------------------------------------------------------
       o  a.  Average Response Time: Order Confirmation
              o  Mechanized (Flow-Through) Orders
              o  Manual Orders:
                      o  [less than] 10 Lines
                      o  [greater than or equal to] 10 Lines
--------------------------------------------------------------------------------
       o  b.  % On Time - Order Confirmation
                      o  [less than] 10 Lines
                      o  [greater than or equal to] 10 Lines
--------------------------------------------------------------------------------
       Specials:
       o  Average Response Time: Order Confirmation
              o  Mechanized (Flow-Through) Orders
              o  Manual Orders:
                      o  [less than] 10 Lines
                      o  [greater than or equal to] 10 Lines
--------------------------------------------------------------------------------
4.  Reject Timeliness
--------------------------------------------------------------------------------
       POTS:
       o  a.  Average Response Time - Rejects
              o  Mechanized (Flow-Through) Orders
              o  Manual Orders:
                      o  [less than] 10 Lines
                      o  [greater than or equal to] 10 Lines
--------------------------------------------------------------------------------
       o  b.  % On Time -Rejects
                      o  [less than] 10 Lines
                      o  [greater than or equal to] 10 Lines
--------------------------------------------------------------------------------
       Specials:
       o  Average Response Time - Rejects
              o  Mechanized (Flow-Through) Orders
              o  Manual Orders:
                      o  [less than] 10 Lines
                      o  [greater than or equal to] 10 Lines
--------------------------------------------------------------------------------
5.  % Rejects:
--------------------------------------------------------------------------------
       o  % Rejects
--------------------------------------------------------------------------------
6.  Timeliness of Completion Notification:
--------------------------------------------------------------------------------
       o  Average Response Time - Notice of Completion
--------------------------------------------------------------------------------


11


2. UNBUNDLED NETWORK ELEMENTS:

--------------------------------------------------------------------------------
Key Service Quality Measurements                                   Notes
--------------------------------------------------------------------------------
7.  % Flow Through Orders                                         Tracked
                                                            Not Carrier Specific
--------------------------------------------------------------------------------
Provisioning Process
--------------------------------------------------------------------------------
8.  Average Interval - Offered
--------------------------------------------------------------------------------
      POTS:
              o  Avg. Interval Offered - Dispatch
              o  Avg. Interval Offered - No Dispatch
--------------------------------------------------------------------------------
      Specials:
              o  Avg. Interval  Offered
--------------------------------------------------------------------------------
9.  Average Interval - Completed
--------------------------------------------------------------------------------
      POTS:
              o  Avg. Interval Completed - Dispatch
              o  Avg. Interval Completed - No Dispatch
--------------------------------------------------------------------------------
      Specials:
              o  Avg. Interval  Completed
--------------------------------------------------------------------------------
10.  % Completed within 5 business days - Total
--------------------------------------------------------------------------------
      POTS:
              o  % Completed within 5 Days (1 to 5 Lines)
--------------------------------------------------------------------------------
11.  % Missed Installation Appointment -BA Reasons
--------------------------------------------------------------------------------
      POTS:
              o  % Missed Installation Appt. - Dispatch
              o  % Missed Installation Appt. - No Dispatch
--------------------------------------------------------------------------------
      Specials:
              o  % Missed Installation Appt.
--------------------------------------------------------------------------------
12.  % Missed Installation Appointment - Facilities
--------------------------------------------------------------------------------
      POTS:
              o  % Missed Installation Appointment -
                 Facilities
--------------------------------------------------------------------------------
      Specials:
              o  % Missed Installation Appointment -
                 Facilities
--------------------------------------------------------------------------------
13.  % Installation Troubles within 30 Days
--------------------------------------------------------------------------------
      POTS:
              o  % Installation Troubles within 30 days
--------------------------------------------------------------------------------
      Specials:
              o  % Installation Troubles within 30 days
--------------------------------------------------------------------------------


12


2. UNBUNDLED NETWORK ELEMENTS:

--------------------------------------------------------------------------------
Key Service Quality Measurements                                    Notes
--------------------------------------------------------------------------------
Maintenance and Repair Process
--------------------------------------------------------------------------------
14.  Network Trouble Report Rate
--------------------------------------------------------------------------------
      POTS:
              o  Trouble Report Rate - Dispatch
              o  Trouble Report Rate - No Dispatch
--------------------------------------------------------------------------------
      Specials:
              o  Network Trouble Report Rate (Dispatch +
                 No Dispatch)
--------------------------------------------------------------------------------
15.  % Missed Repair Appointments
--------------------------------------------------------------------------------
      POTS:
              o  % Missed Repair Appt - Dispatch
              o  % Missed Repair Appt - No Dispatch
--------------------------------------------------------------------------------
16.  Mean Time to Repair
--------------------------------------------------------------------------------
      POTS:
              o  Mean Time to Repair - Dispatch (Run
                 Clock)
              o  Mean Time to Repair - No Dispatch (Run
                 Clock)
Parity
--------------------------------------------------------------------------------
17.  % Out of Service [greater than] 24 Hours
--------------------------------------------------------------------------------
      POTS:
              o  % Out of Service [greater than] 24 Hours
--------------------------------------------------------------------------------
      Specials:
              o  % Out of Service [greater than] 24 Hours
--------------------------------------------------------------------------------
18.  % Repeat Reports within 30 days
--------------------------------------------------------------------------------
      POTS:
              o  % Repeat Reports within 30 Days
--------------------------------------------------------------------------------
      Specials:
              o  % Repeat Reports within 30 Days
--------------------------------------------------------------------------------


13


3. RESALE:

--------------------------------------------------------------------------------
Key Service Quality Measurements                                    Notes
--------------------------------------------------------------------------------
Ordering Process:
--------------------------------------------------------------------------------
3.  Order Confirmation Timeliness:                                    .
--------------------------------------------------------------------------------
      POTS:
--------------------------------------------------------------------------------
       o  a.  Average Response Time: Order Confirmation
              o  Mechanized (Flow-Through) Orders
              o  Manual Orders:
                      o  [less than] 10 Lines
                      o  [greater than or equal to] 10 Lines
--------------------------------------------------------------------------------
       o  b.  % On Time - Order Confirmation
                      o  [less than] 10 Lines
                      o  [greater than or equal to] 10 Lines
--------------------------------------------------------------------------------
      Specials:
       o  Average Response Time: Order Confirmation
              o  Mechanized (Flow-Through) Orders
              o  Manual Orders:
                      o  [less than] 10 Lines
                      o  [greater than or equal to] 10 Lines
--------------------------------------------------------------------------------
4.  Reject Timeliness
      POTS:
       o  a.  Average Response Time - Rejects
              o  Mechanized (Flow-Through) Orders
              o  Manual Orders:
                      o  [less than] 10 Lines
                      o  [greater than or equal to] 10 Lines
--------------------------------------------------------------------------------
       o  b.  % On Time -Rejects
                      o  [less than] 10 Lines
                      o  [greater than or equal to] 10 Lines
--------------------------------------------------------------------------------
      Specials
       o  Average Response Time - Rejects
              o  Mechanized (Flow Through) Orders
              o  Manual Orders:
                      o  [less than] 10 Lines
                      o  [greater than or equal to] 10 Lines
--------------------------------------------------------------------------------
5.  % Rejects:
--------------------------------------------------------------------------------
          % Rejects
--------------------------------------------------------------------------------
6.  Timeliness of Completion Notification:
--------------------------------------------------------------------------------
          Average Response Time -  Notice of Completion
--------------------------------------------------------------------------------


14


3. RESALE:

--------------------------------------------------------------------------------
Key Service Quality Measurements                                   Notes
--------------------------------------------------------------------------------
7.  % Flow Through Orders                                         Tracked
                                                            Not Carrier Specific
--------------------------------------------------------------------------------
Provisioning Process
--------------------------------------------------------------------------------
8.  Average Interval - Offered
--------------------------------------------------------------------------------
      POTS:
              o  Avg. Interval Offered - Dispatch
              o  Avg. Interval Offered - No Dispatch
--------------------------------------------------------------------------------
      Specials:
              o  Avg. Interval  Offered
--------------------------------------------------------------------------------
9.  Average Interval - Completed
--------------------------------------------------------------------------------
      POTS:
              o  Avg. Interval Completed - Dispatch
              o  Avg. Interval Completed -No Dispatch
--------------------------------------------------------------------------------
      Specials:
              o  Avg. Interval  Completed
--------------------------------------------------------------------------------


15


3. RESALE:

--------------------------------------------------------------------------------
Key Service Quality Measurements                                    Notes
--------------------------------------------------------------------------------
10.  % Completed within 5 business days - Total
--------------------------------------------------------------------------------
      POTS:
              o  % Completed within 5 Days (1 to 5 Lines)
--------------------------------------------------------------------------------
11.  % Missed Installation Appointment -BA Reasons
--------------------------------------------------------------------------------
      POTS:
              o  % Missed Installation Appt. (BA) -
                 Dispatch
              o  % Missed Appt. (BA) - No Dispatch
--------------------------------------------------------------------------------
      Specials:
              o  % Missed Appt. (BA)
--------------------------------------------------------------------------------
12.  % Missed Installation Appointment - Facilities
--------------------------------------------------------------------------------
      POTS:
              o  % Missed Installation Appointment -
                 Facilities
--------------------------------------------------------------------------------
      Specials:
              o  % Missed Installation Appointment -
                 Facilities
--------------------------------------------------------------------------------
13.  % Installation Troubles within 30 Days
--------------------------------------------------------------------------------
      POTS:
              o  % Installation Trouble within 30 days
--------------------------------------------------------------------------------
      Specials:
              o  % Installation Trouble within 30 days
--------------------------------------------------------------------------------
Maintenance and Repair Process
--------------------------------------------------------------------------------
14.  Network Trouble Report Rate
--------------------------------------------------------------------------------
      POTS:
              o  Network Trouble Report Rate (Dispatch +
                 No Dispatch)
--------------------------------------------------------------------------------
      Specials:
              o  Network Trouble Report Rate (Dispatch +
                 No Dispatch)
--------------------------------------------------------------------------------
15.  % Missed Repair Appointments
--------------------------------------------------------------------------------
      POTS:
              o  % Missed Repair Appt. - Dispatch
              o  % Missed Repair Appt. - No Dispatch
--------------------------------------------------------------------------------
16.  Mean Time to Repair
--------------------------------------------------------------------------------
      POTS:
              o  Mean Time to Repair (Run Clock)
--------------------------------------------------------------------------------
      Specials:
              o  Mean Time to Repair (Stop Clock)
--------------------------------------------------------------------------------


16


3. RESALE:

--------------------------------------------------------------------------------
Key Service Quality Measurements                                    Notes
--------------------------------------------------------------------------------
17.  % Out of Service [greater than] 24 Hours
--------------------------------------------------------------------------------
      POTS:
              o  % Out of Service [greater than] 24 Hours
--------------------------------------------------------------------------------
      Specials:
              o  % Out of Service [greater than] 24 Hours
--------------------------------------------------------------------------------
18.  % Repeat Reports within 30 days
--------------------------------------------------------------------------------
      POTS:
              o  % Repeat Reports within 30 Days
--------------------------------------------------------------------------------
      Specials:
              o  % Repeat Reports within 30 Days
--------------------------------------------------------------------------------


17


4. NETWORK INTERCONNECTION TRUNKS:

--------------------------------------------------------------------------------
Key Service Quality Measurements                                    Notes
--------------------------------------------------------------------------------
Ordering Process:
--------------------------------------------------------------------------------
3.  Order Confirmation Timeliness:
--------------------------------------------------------------------------------
        o  a.  Average Response Time: Firm Order
               Confirmation
--------------------------------------------------------------------------------
        o  b.  % [greater than] 10 days
--------------------------------------------------------------------------------
4.  Reject Timeliness                                          Manual Tracking
--------------------------------------------------------------------------------
        o  a.  Average Response Time: Rejects
--------------------------------------------------------------------------------
        o  b.  % [greater than] 10 days
--------------------------------------------------------------------------------
5.  % Rejects:
--------------------------------------------------------------------------------
        o  % Rejects
--------------------------------------------------------------------------------
6.  Timeliness of Completion Notification:
--------------------------------------------------------------------------------
        o  Average Response Time -  Notice of Completion       Manual Tracking
           (Requires Serial Number)
--------------------------------------------------------------------------------
Provisioning Process
--------------------------------------------------------------------------------
8.  Average Interval - Offered
--------------------------------------------------------------------------------
        o  Average Interval - Offered
--------------------------------------------------------------------------------
9.  Average Interval - Completed
--------------------------------------------------------------------------------
        o  Average Interval - Completed
--------------------------------------------------------------------------------
10.  [Intentionally Omitted]
--------------------------------------------------------------------------------
11.  % Missed Installation Appointment -BA Reasons
--------------------------------------------------------------------------------
        o  % Missed Installation Appointment (BA Reasons)
--------------------------------------------------------------------------------
12.  % Missed Installation Appointment - Facilities
--------------------------------------------------------------------------------
        o  % Missed Installation Appointment - Facilities
--------------------------------------------------------------------------------
13.  % Installation Troubles within 30 Days
--------------------------------------------------------------------------------
        o  % Installation Trouble within 30 days
--------------------------------------------------------------------------------


18


4. NETWORK INTERCONNECTION TRUNKS:

--------------------------------------------------------------------------------
Key Service Quality Measurements                                    Notes
--------------------------------------------------------------------------------
Maintenance and Repair Process
--------------------------------------------------------------------------------
14.  Network Trouble Report Rate
--------------------------------------------------------------------------------
        o  Network Trouble Report Rate
--------------------------------------------------------------------------------
15.  [Intentionally Omitted]
--------------------------------------------------------------------------------
16.  Mean Time to Repair
--------------------------------------------------------------------------------
        o  Mean Time to Repair (Stop Clock)
--------------------------------------------------------------------------------
17.  % Out of Service [greater than] 24 Hours
--------------------------------------------------------------------------------
        o  % Out of Service [greater than] 24 Hours
--------------------------------------------------------------------------------
18.  % Repeat Reports within 30 days
--------------------------------------------------------------------------------
        o  % Repeat Reports within 30 Days
--------------------------------------------------------------------------------
Network Performance
--------------------------------------------------------------------------------
20.  % Dedicated Final Trunk Blockage
--------------------------------------------------------------------------------


19


5. CLEC BILLING (All Services, Interconnection, UNE and Resale):

--------------------------------------------------------------------------------
Billing:
--------------------------------------------------------------------------------
21.  Timeliness of Daily Usage Feed
--------------------------------------------------------------------------------
     o  Timeliness of Usage Information
              o  % Usage in 3 business days
--------------------------------------------------------------------------------
              o  % Usage in 4 business days
              o  % Usage in 5 business days
              o  % Usage in 8 business days
--------------------------------------------------------------------------------
22.  Timeliness of ג–‡ג–‡ג–‡ג–‡ג–‡ג–‡ג–� ג–‡ג–‡ג–‡ג–‡                            Not Carrier Specific
--------------------------------------------------------------------------------


20


6.  RETAIL:

--------------------------------------------------------------------------------
Key Service Quality Measurements                                    Notes
--------------------------------------------------------------------------------
Pre-Order Process:
--------------------------------------------------------------------------------
1.  Pre-Order Response Time:
--------------------------------------------------------------------------------
        o  a.  Customer Service Records
--------------------------------------------------------------------------------
        o  b. Other Pre-Order (Aggregate of the following):
              o  Due Date Availability
              o  Product & Service Availability Information
              o  Address Validation
              o  Telephone number availability and reservation
--------------------------------------------------------------------------------
Provisioning Process
--------------------------------------------------------------------------------
8.  Average Interval - Offered
--------------------------------------------------------------------------------
      POTS:
              o  Avg. Interval Offered - Dispatch
              o  Avg. Interval Offered - No Dispatch
--------------------------------------------------------------------------------
      Specials:
              o  Avg. Interval  Offered
--------------------------------------------------------------------------------
9.  Average Interval - Completed
--------------------------------------------------------------------------------
      POTS:
              o  Avg. Interval Completed - Dispatch
              o  Avg. Interval Completed - No Dispatch
--------------------------------------------------------------------------------
      Specials:
              o  Avg. Interval  Completed
--------------------------------------------------------------------------------


21


6. RETAIL:

--------------------------------------------------------------------------------
Key Service Quality Measurements                                    Notes
--------------------------------------------------------------------------------
10.  % Completed within 5 business days - Total
--------------------------------------------------------------------------------
      POTS:
              o  % Completed within 5 Days (1 to 5 Lines):
--------------------------------------------------------------------------------
11.  % Missed Installation Appointment -BA Reasons
--------------------------------------------------------------------------------
      POTS:
              o  % Missed Installation Appt. (BA) - Dispatch
              o  % Missed Appt. (BA) - No Dispatch
--------------------------------------------------------------------------------
      Specials:
              o  % Missed Appt. (BA)
--------------------------------------------------------------------------------
12.  % Missed Installation Appointment - Facilities
--------------------------------------------------------------------------------
      POTS:
              o  % Missed Installation Appointment - Facilities
--------------------------------------------------------------------------------
      Specials:
              o  % Missed Installation Appointment - Facilities
--------------------------------------------------------------------------------
13.  % Installation Troubles within 30 Days
--------------------------------------------------------------------------------
      POTS:
              o  % Installation Trouble within 30 days
--------------------------------------------------------------------------------
      Specials:
              o  % Installation Trouble within 30 days
--------------------------------------------------------------------------------
Maintenance and Repair Process
--------------------------------------------------------------------------------
14.  Network Trouble Report Rate
--------------------------------------------------------------------------------
      POTS:
              o  Network Trouble Report Rate - Total
              o  Network Trouble Report Rate - Dispatch
              o  Network Trouble Report Rate - No Dispatch
--------------------------------------------------------------------------------
      Specials:
              o  Network Trouble Report Rate (Dispatch +
                 No Dispatch)
--------------------------------------------------------------------------------
15.  % Missed Repair Appointments
--------------------------------------------------------------------------------
      POTS:
              o  % Missed Repair Appt. - Dispatch
              o  % Missed Repair Appt. - No Dispatch
--------------------------------------------------------------------------------
16.  Mean Time to Repair
--------------------------------------------------------------------------------
      POTS:
              o  Mean Time to Repair - Total (Run Clock)
              o  Mean Time to Repair - Dispatch (Run Clock)
              o  Mean Time to Repair - No Dispatch (Run
                 Clock)
--------------------------------------------------------------------------------
      Specials:
              o  Mean Time to Repair (Stop Clock)
--------------------------------------------------------------------------------


22


6. RETAIL:

--------------------------------------------------------------------------------
Key Service Quality Measurements                                     Notes
--------------------------------------------------------------------------------
17.  % Out of Service [greater than] 24 Hours
--------------------------------------------------------------------------------
      POTS:
              o  % Out of Service [greater than] 24 Hours
--------------------------------------------------------------------------------
      Specials:
              o  % Out of Service [greater than] 24 Hours
--------------------------------------------------------------------------------
18. % Repeat Reports within 30 days
--------------------------------------------------------------------------------
      POTS:
              o  % Repeat Reports within 30 Days
--------------------------------------------------------------------------------
      Specials:
              o  % Repeat Reports within 30 Days
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
Trunks
--------------------------------------------------------------------------------
Key Service Quality Measurements                                     Notes
--------------------------------------------------------------------------------
Provisioning Process
--------------------------------------------------------------------------------
8.  Average Interval - Offered
--------------------------------------------------------------------------------
        o  Average Interval - Offered                                 FGD
--------------------------------------------------------------------------------
9.  Average Interval - Completed
--------------------------------------------------------------------------------
        o  Average Interval - Completed                               FGD
--------------------------------------------------------------------------------
10.  [Intentionally Omitted]
--------------------------------------------------------------------------------
11.  % Missed Installation Appointment -BA Reasons
--------------------------------------------------------------------------------
        o  % Missed Installation Appointment (BA Reasons)             FGD
--------------------------------------------------------------------------------
12.  % Missed Installation Appointment - Facilities
--------------------------------------------------------------------------------
        o  % Missed Installation Appointment - Facilities             FGD
--------------------------------------------------------------------------------
13.  % Installation Troubles within 30 Days
--------------------------------------------------------------------------------
        o  % Installation Trouble within 30 days                      FGD
--------------------------------------------------------------------------------
Maintenance and Repair Process
--------------------------------------------------------------------------------
14.  Network Trouble Report Rate
--------------------------------------------------------------------------------
        o  Network Trouble Report Rate                                FGD
--------------------------------------------------------------------------------
15.  [Intentionally Omitted]
--------------------------------------------------------------------------------
16.  Mean Time to Repair
--------------------------------------------------------------------------------
        o  Mean Time to Repair (Stop Clock)                           FGD
--------------------------------------------------------------------------------
17.  % Out of Service [greater than] 24 Hours
--------------------------------------------------------------------------------
        o  % Out of Service [greater than] 24 Hours                   FGD
--------------------------------------------------------------------------------
18.  % Repeat Reports within 30 days
--------------------------------------------------------------------------------
        o  % Repeat Reports within 30 Days                            FGD
--------------------------------------------------------------------------------
19.  % Common Final Trunk Blockage
--------------------------------------------------------------------------------


23


DEFINITIONS

The following definitions apply to the terms used in this Schedule 27.2.

Product Definitions:

--------------------------------------------------------------------------------
Products:                     Definition:
--------------------------------------------------------------------------------
o  POTS services              Retail and Resale POTS includes all non-designed
                              lines/circuits that originate at a customer's
                              premise and terminate on an OE (switch Office
                              Equipment). All others are considered specials.
                              POTS includes Centrex, Basic ISDN and PBX trunks.
--------------------------------------------------------------------------------
                              UNE POTS includes Basic 2-Wire Analog Loop,
                              Customer specified signaling loops, Analog Line
                              Port, and Interim Number Portability. Includes
                              both new loops and "coordinated cutover" loop
                              orders. "Coordinated cutover" loops are orders
                              where a live customer is converted to a CLEC
                              re-using the outside plant facilities.
                              Coordination of all parties is necessary to
                              minimize disruption of service to the end user.
--------------------------------------------------------------------------------
o Special Services            Special Services ("Specials") are services or
                              elements that require design intervention. These
                              include such services/elements as: high capacity
                              services (DS1 or DS3), Primary rate ISDN, digital
                              services, private lines, multiplexing, and
                              Interoffice Facilities.
--------------------------------------------------------------------------------
o Interconnection Trunks      Includes switched local interconnection (message)
                              trunks carrying traffic between BA and CLEC
                              offices. Includes End Office and Tandem trunks.
--------------------------------------------------------------------------------
o Number of Installation      Total number of "N", "T", or "C" type orders.
  Orders                      These orders include new orders, orders where the
                              service is moving to a different location, or
                              changes for existing service.
--------------------------------------------------------------------------------


24


Key Service Quality Measurement Definitions:

--------------------------------------------------------------------------------
Pre-Ordering:                 .
--------------------------------------------------------------------------------
1.  Response Time:            Note: All Pre-Order measures are reported on an
                              aggregated basis and are not CLEC specific. Where
                              BA uses an access platform and Operations Support
                              System (OSS) that serve multiple states, BA may
                              combine measurement data from those states for
                              this measurement.

                              "Response time" is defined as the time, in
                              seconds, that elapses from issuance of a query
                              request to receipt of a response. For CLECs, this
                              performance is measured at the ECG access
                              platform. For BA, this performance is measured
                              directly to and from the Operations Support System
                              (OSS). (This measurement does not apply to the
                              WebGUI interface.)

                              Methodology: BA to sample ten (10) transactions
                              per hour per transaction type, for each interface,
                              from Monday to Friday, 8 a.m. to 5 p.m., via
                              Sentinel system. Sentinel will replicate the
                              transaction of a BA service representative going
                              directly to the OSS as well as a CLEC
                              representative going to the OSS through ECG.
--------------------------------------------------------------------------------
o Customer Service Record     Customer Service Records can range from 1 to about
                              200 pages.

                              BA may combine measurement data for PA and DE for
                              this measurement.

                              BA may combine measurement data for DC, MD, VA and
                              WV for this measurement.
--------------------------------------------------------------------------------
o Other Pre-Order             Includes the average response time for the
                              aggregate performance of the following: (1) due
                              date availability; (2) address validation; (3)
                              product & service availability; and, (4) telephone
                              number availability/reservation.

                              BA may combine measurement data from all BA--South
                              states (DE, DC, MD, NJ, PA, VA, WV) for this
                              measurement.
--------------------------------------------------------------------------------


25


Key Service Quality Measurement Definitions:

--------------------------------------------------------------------------------
2. OSS Interface              Note: All Pre-Order measures are reported on an
Availability                  aggregated basis and are not CLEC specific. Where
                              BA uses an access platform that serves multiple
                              states, BA may combine measurement data from those
                              states for this measurement.

                              Measures the percentage of time the OSS interface
                              is available compared to scheduled availability.

                              BA may combine measurement data from all BA--South
                              states (DE, DC, MD, NJ, PA, VA, (%) WV) for this
                              measurement.
--------------------------------------------------------------------------------
Ordering:
--------------------------------------------------------------------------------
3.  Order Confirmation Timeliness:
--------------------------------------------------------------------------------
o UNE and Resale Average      Average response time (in hours) from EDI or
Response Time: Mechanized     WebGUI4 receipt of a valid order request to EDI or
Orders                        WebGUI distribution of service order confirmation.
                              Hours exclude weekends and holidays. Includes
                              orders received via EDI or WebGUI that
                              flow-through to legacy OSS ordering and
                              provisioning systems. Does not include orders with
                              negotiated intervals.
--------------------------------------------------------------------------------
o UNE and Resale Average      Average response time (in hours) from EDI or
Response Time: Manual Orders  WebGUI receipt of a valid order request to EDI or
                              WebGUI distribution of service order confirmation.
                              Hours exclude weekends and holidays. Includes
                              orders received via EDI or WebGUI that require
                              manual input to legacy OSS ordering and
                              provisioning systems. Does not include orders with
                              negotiated intervals.
--------------------------------------------------------------------------------
o Interconnection Trunks      Average response time (in days) from receipt of a
                              valid Access Service Request ("ASR") to
                              distribution of a Firm Order Confirmation ("FOC").
                              Hours exclude weekends and holidays. Includes
                              orders for less than 96 trunks for which
                              facilities are available. All ASRs must be
                              electronically transmitted for this measurement to
                              apply. Does not include orders with negotiated
                              intervals.
--------------------------------------------------------------------------------

----------
(4) As of the effective date of this Agreement, BA's WebGUI may not be fully
available for use in the BA-South states (DE, DC, MD, NJ, PA, VA, WV).
Accordingly, references in this Schedule 27.2 to BA's WebGUI are to BA's WebGUI
when and to the extent it is available for use by [CLEC].


26


--------------------------------------------------------------------------------
o Interconnection Trunks: %   For Interconnection Trunk orders (non-negotiated
[greater than] 10 Days        due dates), the percentage of ASRs where the Firm
                              Order Confirmations are sent more than ten (10)
                              days after receipt of a valid ASR. Days exclude
                              weekends and holidays. All ASRs must be
                              electronically transmitted for this measurement to
                              apply. Does not include orders with negotiated
                              intervals.
--------------------------------------------------------------------------------
o Application Date/Time       Orders received after 12 Noon Eastern Time will be
                              considered received the next business day.
--------------------------------------------------------------------------------


27



Key Service Quality Measurement Definitions:

--------------------------------------------------------------------------------
4.  Reject Notice Timeliness:
--------------------------------------------------------------------------------
o UNE and Resale Average      Average response time (in hours) from EDI or
  Response Time - Mechanized  WebGUI receipt of an order request to EDI or
                              WebGUI distribution of reject or query. Hours
                              exclude weekends and holidays. Includes orders
                              received via EDI or WebGUI that flow-through to
                              legacy OSS ordering and provisioning systems. Does
                              not include orders with negotiated intervals.
--------------------------------------------------------------------------------
o UNE and Resale Average      Average response time (in hours) from EDI or
  Response Time - Manual      WebGUI receipt of a service request to EDI or
                              WebGUI distribution of reject or query. Includes
                              orders received via EDI or WebGUI that require
                              manual input to legacy OSS ordering and
                              provisioning systems. Does not include orders with
                              negotiated intervals.
--------------------------------------------------------------------------------
o Interconnection Trunks      Average response time (in days) from receipt of an
                              Access Service Request ("ASR") to distribution of
                              a reject or query. Hours exclude weekends and
                              holidays. Includes orders for less than 96 trunks
                              for which facilities are available. All ASRs must
                              be electronically transmitted for measurement to
                              apply. Does not include orders with negotiated
                              intervals.

                              This measurement is currently under development
                              for Network Interconnection Trunks and will be
                              furnished for Network Interconnection Trunks when
                              available.
--------------------------------------------------------------------------------
o Interconnection Trunks: %   For Interconnection Trunk orders (non-negotiated
[greater than] 10 Days        due dates), the percentage of ASRs where the
                              reject or query is sent more than 10 days after
                              receipt of an ASR. Days exclude weekends and
                              holidays. All ASRs must be electronically
                              transmitted for measurement to apply. Does not
                              include orders with negotiated intervals.

                              This measurement is currently under development
                              for Network Interconnection Trunks and will be
                              furnished for Network Interconnection Trunks when
                              available.
--------------------------------------------------------------------------------
o Application Date/Time       Orders received after 12 Noon Eastern Time will be
                              considered received the next business day.
--------------------------------------------------------------------------------


28


--------------------------------------------------------------------------------
5. % Rejects                  The percent of total orders received that are
                              rejected or queried by BA.

                              This measurement is currently under development
                              for Network Interconnection Trunks and will be
                              furnished for Network Interconnection Trunks when
                              available.
--------------------------------------------------------------------------------
6. Timeliness of Completion   The average interval (in days) from work
Notification                  completion to the distribution of the order
                              completion notification. Under the current
                              process: UNE non-loop and Resale order completion
                              notifications are transmitted either
                              electronically via EDI or WebGUI or via FAX; for
                              UNE loop orders, measurement is from the turnover
                              of the loop to telephonic acceptance by the CLEC;
                              and, for Interconnection Trunks, measurement is
                              from work completion to telephonic acceptance by
                              the CLEC at turn-up. Does not include orders with
                              negotiated intervals.

                              This measurement is currently under development
                              for Network Interconnection Trunks and will be
                              furnished for Network Interconnection Trunks when
                              available.
--------------------------------------------------------------------------------
7. % Flow Through Orders      The percentage of valid orders received via EDI or
                              WebGUI and processed directly to legacy service
                              order processor without manual intervention.
                              Flow-Through measurements are reported on an
                              aggregated basis and not on a CLEC specific basis.
                              Where BA uses an access platform and OSS that
                              serve multiple states, BA may combine measurement
                              data from those states for this measurement.
--------------------------------------------------------------------------------
Provisioning:
--------------------------------------------------------------------------------
8. Average Interval -         Average number of business days between order
Offered                       application date and committed due date. The
                              application date is the date that a valid service
                              request is received. For orders received after 12
                              Noon Eastern Time the next business day is
                              considered the application date. Includes "W"
                              coded orders only. Does not include an order with
                              a due date that is beyond the standard available
                              appointment interval. Does not include coordinated
                              cut-over orders.
--------------------------------------------------------------------------------


29


Key Service Quality Measurement Definitions:

--------------------------------------------------------------------------------
9. Average Interval -         Average number of business days between order
   Completed                  application date and actual work completion date.
                              The application date is the date that a valid
                              service request is received. Completion date is
                              the field completion date noted on the Service
                              Order. Includes "W" coded orders only. Orders
                              completed late due to a CLEC or CLEC end user
                              caused delay are excluded from this performance
                              measure. Does not include an order with a due date
                              that is beyond the standard available appointment
                              interval.
--------------------------------------------------------------------------------
10. % Completed within        For POTS orders of 1 to 5 lines. The percentage of
    5 business days - Total   orders completed in 5 business days between order
                              application date and actual work completion date.
                              The application date is the date that a valid
                              service request is received. Includes "W" coded
                              orders only. Orders completed late due to a CLEC
                              or CLEC end user caused delay are excluded from
                              this performance measure. Does not include an
                              order with a due date that is beyond the standard
                              available appointment interval. Does not include
                              coordinated cut-over orders, such as loop or
                              number portability orders.
--------------------------------------------------------------------------------
11. % Missed Installation     Percentage of all orders completed for which there
    Appointment - BA - Total  was a missed installation appointment caused by
                              BA. Excludes missed installation appointments
                              caused by CLEC or end user, including required
                              access not available during appointment interval.
--------------------------------------------------------------------------------
   o  % Missed Installation   Same as above, for orders that require the
      Appointment - Dispatch  assignment of loop facilities, switching
                              office equipment, or both.
--------------------------------------------------------------------------------
   o  % Missed Installation   Same as above, for orders that require
      Appointment - No        switching translations work only. These
      Dispatch                are primarily "feature orders".
--------------------------------------------------------------------------------
12. % Missed Installation     Percentage of all orders completed for which there
    Appointment - Facilities  was a missed installation appointment due to lack
                              of BA facilities.
--------------------------------------------------------------------------------


30


--------------------------------------------------------------------------------
13. % Installation Troubles   Percentage of lines/circuits/trunks ordered for
    within 30 Days            which a Network Trouble (Disposition Codes, 3, 4
                              and 5) is reported and found within 30 days of
                              order completion. Excludes subsequent reports
                              (additional customer calls while the trouble is
                              pending), Customer Provided Equipment (CPE)
                              troubles, troubles reported but not found (Found
                              OK and Test OK), and troubles closed due to
                              customer action. Trouble reports on unregulated
                              services, such as Voice Messaging, are excluded.
--------------------------------------------------------------------------------


31


Key Service Quality Measurement Definitions:

--------------------------------------------------------------------------------
Maintenance:
--------------------------------------------------------------------------------
14. Network Trouble Report    Total Initial Customer direct or referred Troubles
    Rate                      reported on services by customer, where the
                              trouble disposition was found to be a network
                              problem (Disposition Codes 3, 4 and 5), per 100
                              lines/circuits/trunks in service. Excludes
                              subsequent reports (additional customer calls
                              while the trouble is pending), Customer Provided
                              Equipment (CPE) troubles, troubles reported but
                              not found (Found OK and Test OK), and troubles
                              closed due to customer action. Trouble reports on
                              unregulated services, such as Voice Messaging, are
                              excluded.
--------------------------------------------------------------------------------
   o Trouble Report Rate -    Same as above, Disposition Codes 3 (Drop Wire) and
     Dispatch                 4 (Outside Plant) only. Troubles found to be in
                              the Outside Plant facilities.
--------------------------------------------------------------------------------
   o Trouble Report Rate -    Same as above, Disposition Code 5 (Central Office)
     No Dispatch              only. Troubles found to be within the Central
                              Office, including translation troubles.
--------------------------------------------------------------------------------
15. % Missed Repair           The percentage of Initial Network Trouble Reports
    Appointments              (Disposition Codes 3, 4 and 5) that are not
                              repaired and cleared by the time committed.
                              Excludes subsequent reports (additional customer
                              calls while the trouble is pending), Customer
                              Provided Equipment (CPE) troubles, troubles
                              reported but not found (Found OK and Test OK), and
                              troubles closed due to customer action. Also
                              excludes missed repair appointments caused by CLEC
                              or end user, including required access not
                              available during appointment interval. Trouble
                              reports on unregulated services, such as Voice
                              Messaging, are excluded.
--------------------------------------------------------------------------------
   o % Missed Repair          Same as above, for troubles where a dispatch was
     Appointment - Dispatch   required outside of the BA Central Office and the
                              trouble was found in Outside Plant (Disposition
                              Codes 3 and 4). Troubles where there was both an
                              inside and an outside dispatch are included if the
                              final resolution was a loop trouble.
--------------------------------------------------------------------------------
   o % Missed Repair          Same as above, for troubles where a dispatch may
     Appointment - No         have been required outside of the BA Central
     Dispatch                 Office, but the trouble was resolved within the
                              Central Office. Includes translation type troubles
                              as well as Central Office type troubles.
--------------------------------------------------------------------------------


32


--------------------------------------------------------------------------------
16. Mean Time to Repair       For Initial Customer Trouble Reports found to be
                              network troubles (Disposition Codes 3, 4 and 5),
                              the average duration time from trouble receipt to
                              trouble clearance. Running clock for POTS
                              troubles. Stop Clock for Specials troubles and
                              Interconnection Trunk troubles. Excludes
                              subsequent reports (additional customer calls
                              while the trouble is pending), Customer Provided
                              Equipment (CPE) troubles, troubles reported but
                              not found (Found OK and Test OK), and troubles
                              closed due to customer action. Trouble reports on
                              unregulated services, such as Voice Messaging, are
                              excluded.
--------------------------------------------------------------------------------
17. % Out of Service          Network troubles (Disposition Codes 3, 4 and 5)
    [greater than] 24 Hours   out of service, repaired and cleared more than 24
                              hours after receipt of a customer trouble report,
                              as a percentage of total network troubles
                              (Disposition Codes 3, 4 and 5) out of service. Out
                              of Service means that there is no dial tone, the
                              customer cannot call out, or the customer cannot
                              be called. The Out of Service period commences
                              when the trouble is entered into BA's designated
                              trouble reporting interface either directly by the
                              CLEC or by a BA representative upon notification
                              by the CLEC. Excludes subsequent reports
                              (additional customer calls while the trouble is
                              pending), Customer Provided Equipment (CPE)
                              troubles, troubles reported but not found (Found
                              OK and Test OK), troubles closed due to customer
                              action, and troubles not out of service. Trouble
                              reports on unregulated services, such as Voice
                              Messaging, are excluded.
--------------------------------------------------------------------------------

Key Service Quality Measurement Definitions:


33


--------------------------------------------------------------------------------
18. % Repeat Trouble          The percentage of network troubles (Disposition
    Reports within 30 days    Codes 3, 4 and 5) cleared that have an additional
                              trouble within thirty (30) days for which a
                              network trouble (Disposition Codes 3, 4 and 5) is
                              found. A "Repeat Trouble Report" is a trouble on
                              the same line/circuit/trunk as a previous trouble
                              reported within the last thirty (30) calendar
                              days. A trouble report is not treated as a "Repeat
                              Trouble Report" where the original trouble report
                              was: trouble that had an originating disposition
                              code of CPE (customer premises
                              equipment--disposition codes 12 and 13); trouble
                              that had an originating disposition code of
                              Customer Action (disposition code 6); or, trouble
                              that originally closed as a Front End Close-Out. A
                              trouble report is also not treated as a "Repeat
                              Trouble Report" where the repeat report is: a
                              subsequent report (an additional customer call
                              while the trouble is pending); customer provided
                              equipment (CPE) trouble; trouble reported but not
                              found (Found OK and Test OK); or, trouble closed
                              due to customer action.
--------------------------------------------------------------------------------
Network Performance:
--------------------------------------------------------------------------------
19. % Common Final Trunk      Measures the percentage of BA Common Final Trunk
    Blockage                  Groups that exceed the applicable blocking design
                              threshold (either B.01 or B.005).

                              Common Final Trunks: Common Final Trunks carry
                              local traffic between BA end offices and the BA
                              Tandem and between BA end offices.

                              Does not include Common Final Trunks carrying only
                              IXC traffic.

                              Blockage: The system used to measure trunk
                              performance is TNDS (Total Network Data System).
                              Monthly trunk blockage studies are based on a time
                              consistent busy hour. The percentage of BA trunk
                              groups exceeding the applicable blocking design
                              threshold (either B.01 or B.005) will be reported.
                              For B.01 design, this is trunk groups exceeding a
                              threshold of about 3% blocking. For B.005 design,
                              this is trunk groups exceeding a threshold of
                              about 2% blocking.

                              BA may combine measurement data for PA and DE for
                              this measurement.
--------------------------------------------------------------------------------


34


--------------------------------------------------------------------------------
20. % Dedicated Final Trunk   Measures the percentage of BA Dedicated Final
    Blockage                  Trunk Groups that exceed the applicable blocking
                              design threshold (either B.01 or B.005).

                              Dedicated Final Trunks: Dedicated final trunk
                              groups carry local traffic from a BA Access Tandem
                              to a CLEC switch. A dedicated final trunk group
                              does not overflow.

                              Does not include IXC dedicated trunks or Dedicated
                              Final Trunks carrying only IXC traffic.

                              Blockage: The system used to measure trunk
                              performance is TNDS (Total Network Data System).
                              Monthly trunk blockage studies are based on a time
                              consistent busy hour. The percentage of BA to CLEC
                              dedicated final trunk groups exceeding the
                              applicable blocking design (either B.01 or B.005)
                              will be reported. For B.01 design, this is trunk
                              groups exceeding a threshold of about 3% blocking.
                              For B.005 design, this is trunk groups exceeding a
                              threshold of about 2% blocking.

                              BA may combine measurement data for PA and DE for
                              this measurement.


35


--------------------------------------------------------------------------------
Billing:
--------------------------------------------------------------------------------
21. Timeliness of Daily       Measures the number of business days from the
    Usage Feed                creation of the message to the date that the usage
                              information is made available to the CLEC on the
                              daily usage feed. Measured in percentage of usage
                              records available for transmission in 3, 4, 5, and
                              8 business days. The measurement includes both UNE
                              and Resale.
--------------------------------------------------------------------------------
22. Timeliness of Carrier     Measures the percentage of carrier bills ready for
    ג–‡ג–‡ג–‡ג–‡                      distribution to the carriers within 10 business
                              days of the ג–‡ג–‡ג–‡ג–‡ date. Includes mechanized and
                              paper carrier CABS bills for both carrier access
                              and CLECs. Does not include summary bills sent
                              from ג–‡ג–‡ג–‡ג–‡. This is an aggregate measurement and
                              not CLEC specific.
--------------------------------------------------------------------------------


36


                                  SCHEDULE 27.2

                                   APPENDIX 2

                   PERFORMANCE METRICS, STANDARDS AND REMEDIES

A.  Unbundled Network Elements

1.  Ordering and Provisioning

--------------------------------------------------------------------------------
                   Performance Metric                          Standard

--------------------------------------------------------------------------------
% Installation Troubles within 30 Days (POTS)
(UNE KSQM 13)(5)                                                Parity

----------
(5) "(UNE KSQM 13)" identifies the Key Service Quality Measurement listed in
Appendix 1 which is the basis for measurement of this Performance Metric.


37


--------------------------------------------------------------------------------
% Installation Troubles within 30 Days (Specials)
(UNE KSQM 13)                                                   Parity
--------------------------------------------------------------------------------

2.  Maintenance

--------------------------------------------------------------------------------
                   Performance Metric                          Standard

--------------------------------------------------------------------------------
Mean Time to Repair - Dispatch (POTS)
(UNE KSQM 16)                                                   Parity
--------------------------------------------------------------------------------
Mean Time to Repair - No Dispatch (POTS)
(UNE KSQM 16)                                                   Parity
--------------------------------------------------------------------------------
Mean Time to Repair (Specials)
(UNE KSQM 16)                                                   Parity
--------------------------------------------------------------------------------

B.  Resale Services

1.  Ordering and Provisioning

--------------------------------------------------------------------------------
                   Performance Metric                          Standard

--------------------------------------------------------------------------------
Average Interval Offered (POTS) - Dispatch
(Resale KSQM 8)                                                 Parity
--------------------------------------------------------------------------------
Average Interval Offered (POTS) - No Dispatch
(Resale KSQM 8)                                                 Parity
--------------------------------------------------------------------------------
Average Interval Offered (Specials)
(Resale KSQM 8)                                                 Parity
--------------------------------------------------------------------------------
Average Interval Completed (POTS) - Dispatch
(Resale KSQM 9)                                                 Parity
--------------------------------------------------------------------------------
Average Interval Completed (POTS) - No Dispatch
(Resale KSQM 9)                                                 Parity
--------------------------------------------------------------------------------


                                       38


--------------------------------------------------------------------------------
Average Interval Completed (Specials)
(Resale KSQM 9)                                                 Parity
--------------------------------------------------------------------------------
% Installation Troubles within 30 Days (POTS)
(Resale KSQM 13)                                                Parity
--------------------------------------------------------------------------------
% Installation Troubles within 30 Days (Specials)
(Resale KSQM 13)                                                Parity
--------------------------------------------------------------------------------

2.  Maintenance

--------------------------------------------------------------------------------
                   Performance Metric                          Standard

--------------------------------------------------------------------------------
Mean Time to Repair (POTS)
(Resale KSQM 16)                                                Parity
--------------------------------------------------------------------------------
Mean Time to Repair (Specials)
(Resale KSQM 16)                                                Parity
--------------------------------------------------------------------------------

C.  Interconnection Trunks

1.  Ordering and Provisioning

--------------------------------------------------------------------------------
                   Performance Metric                          Standard

--------------------------------------------------------------------------------
FOC Timeliness                                           [greater than or equal
(Network Interconnection Trunks {"IT"}  KSQM 3.b)          to] 90% in 10 Days
--------------------------------------------------------------------------------
Rejects Timeliness                                       [greater than or equal
(IT KSQM 4.b)                                              to] 90% in 10 Days
--------------------------------------------------------------------------------
Average Interval Offered
(IT KSQM 8)                                                     Parity
--------------------------------------------------------------------------------
Average Interval Completed
(IT KSQM 9)                                                     Parity
--------------------------------------------------------------------------------

D.  Network Performance

1.  Final Trunk Group Blocking

--------------------------------------------------------------------------------
                   Performance Metric                          Standard

--------------------------------------------------------------------------------
                                                         (B.01 Design Standard
                                                            or B.005 Design
Dedicated Final Trunk Group Blockage (CLEC Trunks)           Standard, as
(IT KSQM 20)                                                  applicable)
--------------------------------------------------------------------------------
                                                         (B.01 Design Standard
                                                            or B.005 Design
Common Final Trunk Group Blockage (Retail Trunks)            Standard, as
(IT KSQM 19)                                                  applicable)
--------------------------------------------------------------------------------


39


Parity

"Parity" will be determined in accordance with the statistical methodology set
forth in Appendix 4, "Statistical Methodology for Determining 'Parity' Range".
"Parity" for UNE and Resale Services will be based upon a comparison of BA's
performance for the above Performance Metrics with BA's performance for the
appropriate corresponding Retail measurements set forth in Appendix 1, or, in
the absence of appropriate corresponding Retail measurements set forth in
Appendix 1, Retail measurements as reasonably determined and provided by BA.


Definitions, Conditions, Requirements & Exclusions for Appendix 2

See, "UNE Definitions, Conditions, Requirements & Exclusions", "Resale
Definitions, Conditions, Requirements & Exclusions", "Interconnection Trunk
Definitions, Conditions, Requirements & Exclusions", and "Billing Definitions,
Conditions, Requirements & Exclusions", in Appendix 3, which are incorporated
here by reference. As used in this Appendix 2, references to Performance
Measurements in "UNE Definitions, Conditions, Requirements & Exclusions",
"Resale Definitions, Conditions, Requirements & Exclusions", "Interconnection
Trunk Definitions, Conditions, Requirements & Exclusions", and "Billing
Definitions, Conditions, Requirements & Exclusions", in Appendix 3, shall be
deemed to be references to Performance Metrics.

Resale Services

1. Ordering and Provisioning. Average Interval Offered and Average Interval
Completed Performance Measurements do not include orders with negotiated
intervals.

Interconnection Trunks

1. FOC and Rejects measurements apply only to electronically received ASRs.

2. FOC and Rejects measurements apply only to additions to existing trunk
groups, adding less than 96 trunks, with no routing or translations changes.

3. Average Interval Offered measurement comparison is to IXC Feature Group D
switched access trunks provided by BA to IXCs.

4. Average Interval Offered measurement applies only to additions to existing
trunk groups, adding less than 96 trunks, with no routing or translations
changes.

5. Average Interval Completed comparison is to IXC Feature Group D switched
access trunks provided by BA to IXCs.

6. Average Interval Completed measurement applies only to additions to existing
trunk groups, adding less than 96 trunks, with no routing or translations
changes.


40


                                  SCHEDULE 27.2

                                   APPENDIX 3

                 PERFORMANCE MEASURMENTS, STANDARDS AND REMEDIES

A.  Operational Support Systems

1.  Performance Category 1  -- OSS Pre-Order Response Time and Availability



-------------------------------------------------------------------------------------
     Performance Measurement      Misses Standard  Equals Standard  Exceeds Standard
                                     - 1 point         0 points        + 1 point
-------------------------------------------------------------------------------------
                                                              
Response Time - Customer Service   [greater than]     7.0 to 8.5       [less than]
Records                              8.5 seconds       seconds         7.0 seconds
(OSS KSQM 1.a)(6)                    difference       difference       difference
-------------------------------------------------------------------------------------


----------
(6) "(OSS KSQM 1)" identifies the Key Service Quality Measurement listed in
Appendix 1 which is the basis for measurement of this Performance Measurement.


41




-------------------------------------------------------------------------------------
                                                              
Response Time - Aggregated Other   [greater than]     7.0 to 8.5       [less than]
Pre-Order Transactions               8.5 seconds       seconds         7.0 seconds
(OSS KSQM 1.b)                       difference       difference       difference
-------------------------------------------------------------------------------------
Access Platform Availability (1)  [less than] 99 %  [greater than
(OSS KSQM 2)                        Availability   or equal to] 99%
                                                     Availability
-------------------------------------------------------------------------------------


(1) Excludes (a) scheduled maintenance and (b) unavailability of Operations
Support Systems (e.g., BOSS, Livewire) other than the access platform.

Calculation of Performance Credit:

                                  Total Score:
                                  ------------

                   0 or Greater Points = No Performance Credit

     -1 to -2 points = 1 % of OSS Charges for the Measured Calendar Quarter

        -3 points = 2 % of OSS Charges for the Measured Calendar Quarter


42


OSS Definitions, Conditions, Requirements & Exclusions:

The following definitions, conditions, requirements and exclusions shall apply.
In addition, all applicable definitions, conditions, requirements and exclusions
set out in other provisions of this Schedule 27.2 shall apply (including, but
not limited to, definitions, conditions, requirements and exclusions, pertaining
to measurements set out in Appendix 1).

Response Time:

1. Performance Measurements and Performance Credits apply only to use of the ECG
gateway or such successor OSS gateway as shall be implemented and designated for
measurement under this Performance Category by BA.

2. Performance Measurements and Performance Credits will be calculated only if
the ECG gateway (or such successor OSS gateway as shall be implemented and
designated for measurement under this Performance Category by BA) has been fully
tested by the Parties and accepted by Covad, and is used by Covad for all
transactions.

3. Performance Measurements apply only to CSR Retrieval and Aggregated Other
Pre-Order Transactions. Aggregated Other Pre-Order Transactions will initially
include Telephone Number Availability and Reservation, and Address Validation.
Product & Service Availability Information and Due Date Availability will be
added in the future.

4. Covad shall provide to BA forecasts of volumes at least six (6) months prior
to the commencement of the measured calendar quarter. Forecasts for UNE and
Resale Services volumes (including both number of orders to be submitted and
number of items of service to be ordered) shall be submitted by Covad for each
month. Forecasts for Interconnection Trunk volumes (including both number of
orders to be submitted and number of items of service to be ordered) shall be
submitted by Covad either (a) for each month or (b) for each quarter, in which
case the quarterly volume will be pro-rated to a monthly volume. If submission
volumes for any one month in a measured calendar quarter vary from forecasted
volumes for such month stated in timely submitted forecasts by more than 15%
(plus or minus), BA may exclude that month from consideration in calculating
Performance Measurements and Performance Credits and determining whether BA is
obligated to take investigative or corrective action under Section 3.3. If Covad
fails to timely provide the forecasts of volumes to BA, BA may exclude
Performance Category 1 and the Performance Measurements in Category 1 from
calculation of Performance Credits and from taking investigative and corrective
action under Section 3.3.

5. When the Covad submitted work load for any one hour in a day is more than
twice (2x) the daily average hour Covad submitted work load,(7)

----------
(7) In calculating "the daily average hour Covad submitted work load", the
"daily" period used for the calculation shall be deemed to be twelve (12) hours
in length.


43


all transactions for that day will be deemed to have at least met "Equals
Standard" ("O" Points).

6. These Performance Measurements are not carrier specific.

Access Platform Availability:

1. This Performance Measurement is not carrier specific. This Performance
Measurement measures the overall availability performance of the OSS access
platform and is not service or function specific.

2. Performance Measurements and Performance Credits will be calculated only if
the ECG gateway (or such successor OSS gateway as shall be implemented and
designated for measurement under this Performance Category by BA) has been fully
tested by the Parties and accepted by Covad, and is used by Covad for all
transactions.


44


B. Unbundled Network Elements:

1. Performance Category 2 - UNE Ordering and Provisioning: (8)

----------
(8) "Performance Category 2 - UNE Ordering and Provisioning" does not include
measurement of Provisioning (measurement of Missed Installation Appointments)
for new 2 - Wire ISDN Digital Grade ULLs (BRI ISDN).



--------------------------------------------------------------------------------------------------------------------------
            Performance Measurement                  Misses Standard         Equals Standard         Exceeds Standard
                                                        - 1 point                0 points                + 1 point
--------------------------------------------------------------------------------------------------------------------------
                                                                                          
POTS - OC Timeliness: [less than] 10 Lines         [less than] 89.5%          89.5 - 90.5%         [greater than] 90.5%
(UNE KSQM 3.b)                                    [less than or equal      [less than or equal     [less than or equal
                                                    to] 24 Hours(1)          to] 24 Hours(1)          to] 24 Hours(1)
--------------------------------------------------------------------------------------------------------------------------
POTS - OC Timeliness: [greater than or equal       [less than] 89.5%          89.5 - 90.5%         [greater than] 90.5%
                      to] 10 Lines                [less than or equal      [less than or equal     [less than or equal
(UNE KSQM 3.b)                                      to] 96 Hours(1)          to] 96 Hours(1)          to] 96 Hours(1)
--------------------------------------------------------------------------------------------------------------------------
POTS - Reject Timeliness: [less than] 10 Lines     [less than] 89.5%          89.5 - 90.5%         [greater than] 90.5%
(UNE KSQM 4.b)                                    [less than or equal      [less than or equal     [less than or equal
                                                    to] 24 Hours(1)          to] 24 Hours(1)          to] 24 Hours(1)
--------------------------------------------------------------------------------------------------------------------------
POTS - Reject Timeliness: [greater than or equal   [less than] 89.5%          89.5 - 90.5%         [greater than] 90.5%
                          to] 10 Lines            [less than or equal      [less than or equal     [less than or equal
(UNE KSQM 4.b)                                      to] 96 Hours(1)          to] 96 Hours(1)          to] 96 Hours(1)
--------------------------------------------------------------------------------------------------------------------------
Missed Installation Appointments:                   Moderate to High            Parity (2)           Moderate to High
POTS - Dispatch                                   probability less than                             probability better
(UNE KSQM 11)                                          Parity (2)                                     than Parity (2)
--------------------------------------------------------------------------------------------------------------------------
Missed Installation Appointments:                   Moderate to High            Parity (2)           Moderate to High
POTS - No Dispatch                                probability less than                             probability better
(UNE KSQM 11)                                          Parity (2)                                     than Parity (2)
--------------------------------------------------------------------------------------------------------------------------
Missed Installation Appointments:                   Moderate to High            Parity (2)           Moderate to High
Specials                                          probability less than                             probability better
(UNE KSQM 11)                                          Parity (2)                                     than Parity (2)
--------------------------------------------------------------------------------------------------------------------------


OC = Order confirmation

(1) Orders received after 12:00 Noon Eastern Time shall have the "clock" start
at 8:00 a.m. on the next business day.

(2) "Parity" will be determined in accordance with the statistical methodology
set forth in Appendix 4, "Statistical Methodology for Determining 'Parity'
Range". "Parity" will be based upon a comparison of BA's performance for the
above Performance Measurements with BA's performance for the appropriate
corresponding Retail measurements set forth in Appendix 1, or, in the absence of
appropriate corresponding Retail measurements set forth in Appendix 1, Retail
measurements to be reasonably determined and provided by BA.

Calculation of Performance Credit:

                                  Total Score:
                                  ------------

                  0 or Greater Points = No Performance Credits

 -1 to -3 points = 5 % of UNE POTS and Specials Non-Recurring Charges for Covad
    for the measured calendar quarter times the Missed Installation Factor(1)

-4 to -5 points = 10 % of UNE POTS and Specials Non-Recurring Charges for Covad
    for the measured calendar quarter times the Missed Installation Factor(1)

-6 to -7 points = 15 % of UNE POTS and Specials Non-Recurring Charges for Covad
    for the measured calendar quarter times the Missed Installation Factor(1)


45


(1) Missed Installation Factor = (Missed Installation Appointments for UNE POTS
and Specials provided by BA to Covad for the measured calendar quarter as a
percentage of Installation Appointments for UNE POTS and Specials provided by BA
to Covad for the measured calendar quarter) - (Missed Installation Appointments
for POTS and Specials provided by BA to BA retail customers for the measured
calendar quarter as a percentage of Installation Appointments for POTS and
Specials provided by BA to BA retail customers for the measured calendar
quarter).

If more than 10% of Covad's orders are rejected or queried by BA, (9) BA shall
not be obligated to calculate this Performance Category, to pay a Performance
Credit in connection with this Performance Category, or to take investigative or
corrective action under Section 3.3 with regard to any Performance Measurement
in this Performance Category.

----------
(9) Orders that are rejected or queried by BA because of a failure in the
operation of a BA ordering system will not be included in calculations to
determine the percentage of Covad's orders that are rejected or queried by BA.


46


2. Category 3 - Provisioning of 2-Wire ISDN Digital Grade ULLs (BRI ISDN) (10)

This section applies to missed installation appointments for orders of new(11)
2-Wire ISDN Digital Grade ULLs (BRI ISDN) as described in Section 11.2.3 of this
Agreement.



------------------------------------------------------------------------------------
    Performance Measurement      Misses Standard  Equals Standard  Exceeds Standard
                                    - 1 point         0 points        + 1 point
------------------------------------------------------------------------------------
                                                            
% Missed Installation              Moderate to       Parity (1)      Moderate to
Appointments - Dispatch                High                              High
                                   probability                       probability
                                    less than                        better than
                                    Parity(1)                         Parity(1)
------------------------------------------------------------------------------------
% Missed Installation              Moderate to       Parity (1)      Moderate to
Appointments - No Dispatch             High                              High
                                   probability                       probability
                                    less than                        better than
                                    Parity(1)                         Parity(1)
------------------------------------------------------------------------------------


(1) "Parity" will be determined in accordance with the statistical methodology
set forth in Appendix 4, "Statistical Methodology for Determining 'Parity'
Range". "Parity" will be based upon a comparison of BA's performance for the
above Performance Measurements with BA's performance for the corresponding BA
retail measurements for orders of new 2-Wire ISDN Digital Grade lines (BRI
ISDN).

----------
(10) BA is currently developing the means to perform the Performance
Measurements listed in this Category 3. BA will take commercially reasonable
efforts to implement performance of these Performance Measurements within a
reasonable period of time. Until BA has implemented its performance of the
Performance Measurements listed in this Performance Category 3, Performance
Category 3 will not apply and BA will not have an obligation to take
investigative or corrective action pursuant to Section 3.3 with regard to the
Performance Measurements listed in Category 3 or to calculate or provide
Performance Credits pursuant to Category 3.

(11) This section does not apply to the cutover of existing 2-Wire ISDN Digital
Grade loops from BA to Covad.


47


Calculation of Performance Credit:

                                  Total Score:
                                  ------------

                  0 or Greater Points = No Performance Credits

       -1 point = 2.5 % of Non-Recurring Charges for orders of new 2-Wire
       ISDN Digital Grade ULLs (BRI ISDN) provided by BA to Covad for the
        measured calendar quarter times the Missed Installation Factor(1)

         -2 = 5 % of Non-Recurring Charges for orders of new 2-Wire ISDN
          Digital Grade ULLs (BRI ISDN) provided by BA to Covad for the
        measured calendar quarter times the Missed Installation Factor(1)

(1) Missed Installation Factor = (Missed Installation Appointments for orders of
new 2-Wire ISDN Digital Grade ULLs (BRI ISDN) provided by BA to Covad for the
measured calendar quarter as a percentage of Installation Appointments for
orders of new 2-Wire ISDN Digital Grade ULLs (BRI ISDN) provided by BA to Covad
for the measured calendar quarter) - (Missed Installation Appointments for
orders of new 2-Wire ISDN Digital Grade lines (BRI ISDN) provided by BA to BA
retail customers for the measured calendar quarter as a percentage of
Installation Appointments for orders of new 2-Wire ISDN Digital Grade lines (BRI
ISDN) provided by BA to BA retail customers for the measured calendar quarter).


48


3. Performance Category 4 - UNE Maintenance:

--------------------------------------------------------------------------------
  Performance Measurement    Misses Standard  Equals Standard  Exceeds Standard
                                - 1 point         0 points        + 1 point
--------------------------------------------------------------------------------
POTS: % Out of Service         Moderate to       Parity (1)      Moderate to
[greater than] 24 Hours            High                              High
(UNE KSQM 17)                  probability                       probability
                                less than                        better than
                                Parity(1)                         Parity(1)
--------------------------------------------------------------------------------
SPECIALS: % Out of Service     Moderate to       Parity (1)      Moderate to
[greater than] 24 Hours            High                              High
(UNE KSQM 17)                  probability                       probability
                                less than                        better than
                                Parity(1)                         Parity(1)
--------------------------------------------------------------------------------
POTS: % Repeat Reports         Moderate to       Parity (1)      Moderate to
w/in 30 Days                       High                              High
(UNE KSQM 18)                  probability                       probability
                                less than                        better than
                                Parity(1)                         Parity(1)
--------------------------------------------------------------------------------

(1) "Parity" will be determined in accordance with the statistical methodology
set forth in Appendix 4, "Statistical Methodology for Determining 'Parity'
Range". "Parity" will be based upon a comparison of BA's performance for the
above Performance Measurements with BA's performance for the appropriate
corresponding Retail measurements set forth in Appendix 1, or, in the absence of
appropriate corresponding Retail measurements set forth in Appendix 1, Retail
measurements to be reasonably determined and provided by BA.

Calculation of Performance Credit:

                                  Total Score:
                                  ------------

                   0 or Greater Points = No Performance Credit

     -1 point = 2 % of UNE POTS and Specials Recurring Charges for Covad for
     the measured calendar quarter times the Lines Out of Service Factor(1)

    -2 points = 4 % of UNE POTS and Specials Recurring Charges for Covad for
     the measured calendar quarter times the Lines Out of Service Factor(1)

    -3 points = 6 % of UNE POTS and Specials Recurring Charges for Covad for
     the measured calendar quarter times the Lines Out of Service Factor(1)

(1) Lines Out of Service Factor = (Percentage of Covad UNE POTS and Specials
lines network troubles out of service [greater than] 24 hours - Percentage of BA
retail customer POTS and Specials lines network troubles out of service [greater
than] 24 hours) x (Covad UNE POTS and Specials lines with network troubles out
of service [greater than] 24 hours, as a percentage of the measured calendar
quarter average total Covad UNE POTS and Specials lines in service).

Adjustment of Performance Credit:

In the repair/maintenance function, mutual responsibilities exist. The
responsibility for testing unbundled loops and the identification of a required
dispatch for UNE reside with Covad. Reductions


49


will be made in the Performance Credit if necessary access is not available, or
if a dispatch is made and no trouble is found,(12) or if trouble is found to be
on the Covad customer's side of the network demarcation point (e.g., in premises
wiring or customer premises equipment), at a statistically higher rate than BA
experiences for BA's own retail customers.



-------------------------------------------------------------------------------------
                                  Misses Standard  Equals Standard  Exceeds Standard
                                     - 1 point         0 points        + 1 point
-------------------------------------------------------------------------------------
                                                             
% No Access                         Moderate to       Parity (1)      Moderate to
                                        High                              High
                                    probability                       probability
                                     less than                        better than
                                     Parity(1)                         Parity(1)
-------------------------------------------------------------------------------------
% Found OK or Trouble Found on      Moderate to       Parity (1)      Moderate to
Customer Premises                       High                              High
                                    probability                       probability
                                     less than                        better than
                                     Parity(1)                         Parity(1)
-------------------------------------------------------------------------------------


(1) "Parity" will be determined in accordance with the statistical methodology
set forth in Appendix 4, "Statistical Methodology for Determining 'Parity'
Range".

                                  Total Score:
                                  ------------

      0 or Greater Points = No Adjustment to Maintenance Performance Credit

           -1 point = 25 % Reduction of Maintenance Performance Credit

          -2 points = 50 % Reduction of Maintenance Performance Credit

----------
(12) BA will not include in calculations to determine reductions in the
Performance Credit a dispatch where no trouble is found if a trouble which
should have been found on such dispatch is found on a subsequent dispatch.


50


UNE Definitions, Conditions, Requirements & Exclusions:

The following definitions, conditions, requirements and exclusions shall apply.
In addition, all applicable definitions, conditions, requirements and exclusions
set out in other provisions of this Schedule 27.2 shall apply (including, but
not limited to, definitions, conditions, requirements and exclusions, pertaining
to measurements set out in Appendix 1).

Ordering (OC Timeliness and Reject Timeliness):

1. Unbundled Switching Network Elements are included for measurement after the
establishment of unbundled switching in the switch through the joint
planning/services establishment process.

2. Performance Measurements and Performance Credits will apply only if: (a) EDI
Issue 8 implementing LSOG Issue 2 ordering interface specifications (or such
later ordering interface specifications, supported by BA, as BA shall have made
available for Covad's use) is in place and is being used by Covad for all UNE
ordering which can be performed via EDI; or, (b) BA's WebGUI is in place and
being used by Covad for all UNE ordering which can be performed via BA's WebGUI.
Covad must implement later specifications of EDI and later versions of WebGUI
within 90 days (or such other shorter period as may be required by this
Agreement) after BA has made them available for Covad's use.

3. Covad shall provide to BA forecasts of UNE volumes at least six (6) months
prior to the commencement of the measured calendar quarter. Forecasts for UNE
volumes (including both number of orders to be submitted and number of items of
service to be ordered) shall be submitted by Covad for each month. If submission
volumes for any one month in a measured calendar quarter vary from forecasted
volumes for such month stated in submitted forecasts by more than 15% (plus or
minus), BA may exclude that month from consideration in calculating Performance
Measurements and Performance Credits and determining whether BA is obligated to
take investigative or corrective action under Section 3.3. If Covad fails to
timely provide to BA the forecasts of UNE volumes for UNEs covered by Category
2, BA may exclude Performance Category 2 and the Performance Measurements in
Category 2 from calculation of Performance Credits and from taking investigative
and corrective action under Section 3.3. If Covad fails to timely provide to BA
the forecasts of UNE volumes for UNEs covered by Category 3, BA may exclude
Performance Category 3 and the Performance Measurements in Category 3 from
calculation of Performance Credits and from taking investigative and corrective
action under Section 3.3.

4. When the Covad submitted work load for any one hour in a day is more than
twice (2x) the daily average hour Covad submitted work load,(13) all
transactions for that day will be deemed to have at least met "Equals Standard"
("O" Points).

----------
(13) In calculating "the daily average hour Covad submitted work load", the
"daily" period used for the calculation shall be deemed to be twelve (12) hours
in length.


51


5. OC and Reject Timeliness Performance Measurements do not apply to orders with
negotiated due dates.

Provisioning (Missed Installation Appointments):

1. Covad Missed Installation Appointments do not include appointments missed or
rescheduled due to the delay, act or omission of Covad, Covad's contractors or
vendors,(14) or Covad's customers (including, but not limited to, inability to
access customer interfaces and terminals).

2. If the Expedited Due Dates(15) for UNEs covered by Performance Category 2 for
any one month in a measured calendar quarter exceed 10% of the total
appointments for such UNEs for that month, BA will not be obligated to calculate
Performance Category 2 for that month, or the Performance Measurements in
Performance Category 2 for that month, and may exclude Performance Category 2
for that month, and the Performance Measurements in Performance Category 2 for
that month, from calculation of Performance Credits and from taking
investigative and corrective action under Section 3.3.

If the Expedited Due Dates for UNEs covered by Performance Category 3 for any
one month in a measured calendar quarter exceed 10% of the total appointments
for such UNEs for that month, BA will not be obligated to calculate Performance
Category 3 for that month, or the Performance Measurements in Performance
Category 3 for that month, and may exclude Performance Category 3 for that
month, and the Performance Measurements in Performance Category 3 for that
month, from calculation of Performance Credits and from taking investigative and
corrective action under Section 3.3.

3. Covad Missed Installation Appointments will be included in the computation
only if:

      a.    Loop Orders:

            (i) ANI to Covad telephone number, verification successful from
            DEMARC by BA field technician.

            (ii) All order information submitted by Covad was valid, accurate
            and complete (e.g., street address, end user local contact (LCON),
            floor/unit number, appropriate Covad transmission equipment
            assignment information).

            (iii) Covad and Covad's customer were available and ready for
            service at appointed date and time.

            (iv) Verifiable Covad dial tone and correct Covad telephone number
            at POT bay testable by BA technician, by 8:00 a.m. on the date due
            minus one (1) day.

----------
(14) For the purposes of Paragraph 1, above, the phrase "Covad's contractors or
vendors" does not include BA.

(15) An "Expedited Due Date" is any due date with a shorter interval than the
standard interval being offered by BA for the transaction at the time the
transaction is requested.


52


            (v) Accurate account and end user information was submitted on the
            service request.

            (vi) Orders were completed as submitted without cancellation after
            Order Confirmation.

            (vii) Covad and Covad's customer were available for testing and
            cooperative coordination as requested by BA.

            (viii) For ISDN loops, copper ISDN loops are available that, without
            conditioning, meet BA's technical specifications for ISDN loops.

4. Covad shall provide to BA forecasts of UNE volumes at least six (6) months
prior to the commencement of the measured calendar quarter. Forecasts for UNE
volumes (including both number of orders to be submitted and number of items of
service to be ordered) shall be submitted by Covad for each month. If submission
volumes for any one month in a measured calendar quarter vary from forecasted
volumes for such month stated in submitted forecasts by more than 15% (plus or
minus), BA may exclude that month from consideration in calculating Performance
Measurements and Performance Credits and determining whether BA is obligated to
take investigative or corrective action under Section 3.3. If Covad fails to
timely provide to BA the forecasts of UNE volumes for UNEs covered by Category
2, BA may exclude Performance Category 2 and the Performance Measurements in
Category 2 from calculation of Performance Credits and from taking investigative
and corrective action under Section 3.3. If Covad fails to timely provide to BA
the forecasts of UNE volumes for UNEs covered by Category 3, BA may exclude
Performance Category 3 and the Performance Measurements in Category 3 from
calculation of Performance Credits and from taking investigative and corrective
action under Section 3.3.

5. If more than 10% of Covad's orders in a month fall out of BA's provisioning
systems (i.e., require manual investigation and/or correction), or require
correction of Covad provided information during provisioning, BA may exclude the
Missed Installation Appointments Performance Measurements for that month from
the calculation of calendar quarter Performance Measurements and Performance
Credits.

6. Performance Measurement calculations for provisioning will exclude UNEs
provided pursuant to negotiated installation intervals.

Maintenance:

1. Out of Service Over 24 Hours: Excluded will be reports where access was
required but not available during the first 24 hours.

2. Measured Trouble Reports include those found to be in the Network:
Disposition Codes 03 (Drops), 04 (Loops) and 05 (Inside Central Office).

3. UNE loops that meet the standards identified in appropriate BA unbundled loop
Technical References will not be treated as Out of Service.

4. Covad shall establish a toll free 800 number for BA repair technicians to
call for trouble related questions and trouble closeout.


53


5. The Covad repair center and toll free number must be available 24 hours per
day, seven days per week.


54


C. Resale Services:

1. Performance Category 5 - Resale Services Ordering and Provisioning:



--------------------------------------------------------------------------------------------------------------------------
            Performance Measurement                  Misses Standard         Equals Standard         Exceeds Standard
                                                        - 1 point                0 points                + 1 point
--------------------------------------------------------------------------------------------------------------------------
                                                                                          
POTS - OC Timeliness: [less than] 10 Lines         [less than] 89.5%          89.5 - 90.5%         [greater than] 90.5%
(Resale KSQM 3.b)                                 [less than or equal      [less than or equal     [less than or equal
                                                    to] 24 Hours(1)          to] 24 Hours(1)          to] 24 Hours(1)
--------------------------------------------------------------------------------------------------------------------------
POTS - OC Timeliness: [greater than or equal       [less than] 89.5%          89.5 - 90.5%         [greater than] 90.5%
                      to] 10 Lines                [less than or equal      [less than or equal     [less than or equal
(Resale KSQM 3.b)                                   to] 96 Hours(1)          to] 96 Hours(1)          to] 96 Hours(1)
--------------------------------------------------------------------------------------------------------------------------
POTS - Reject Timeliness: [less than] 10 Lines     [less than] 89.5%          89.5 - 90.5%         [greater than] 90.5%
(Resale KSQM 4.b)                                 [less than or equal      [less than or equal     [less than or equal
                                                    to] 24 Hours(1)          to] 24 Hours(1)          to] 24 Hours(1)
--------------------------------------------------------------------------------------------------------------------------
POTS - Reject Timeliness: [greater than or equal   [less than] 89.5%          89.5 - 90.5%         [greater than] 90.5%
                          to] 10 Lines            [less than or equal      [less than or equal     [less than or equal
(Resale KSQM 4.b)                                   to] 96 Hours(1)          to] 96 Hours(1)          to] 96 Hours(1)
--------------------------------------------------------------------------------------------------------------------------
Missed Installation Appointments:                   Moderate to High            Parity (2)           Moderate to High
POTS - Dispatch                                   probability less than                             probability better
(Resale KSQM 11)                                       Parity (2)                                     than Parity (2)
--------------------------------------------------------------------------------------------------------------------------
Missed Installation Appointments:                   Moderate to High            Parity (2)           Moderate to High
POTS - No Dispatch                                probability less than                             probability better
(Resale KSQM 11)                                       Parity (2)                                     than Parity (2)
--------------------------------------------------------------------------------------------------------------------------
Missed Installation Appointments:                   Moderate to High            Parity (2)           Moderate to High
Specials                                          probability less than                             probability better
(Resale KSQM 11)                                       Parity (2)                                     than Parity (2)
--------------------------------------------------------------------------------------------------------------------------


OC = Order Confirmation

(1) Orders Received after 12:00 Noon Eastern Time will have the "clock" start at
8:00 a.m. on the next business day.

(2) "Parity" will be determined in accordance with the statistical methodology
set forth in Appendix 4, "Statistical Methodology for Determining 'Parity'
Range". "Parity" will be based upon a comparison of BA's performance for the
above Performance Measurements with BA's performance for the appropriate
corresponding Retail measurements set forth in Appendix 1, or, in the absence of
appropriate corresponding Retail measurements set forth in Appendix 1, Retail
measurements to be reasonably determined and provided by BA.

Calculation of Performance Credit:

                                  Total Score:
                                  ------------

                   0 or Greater Points = No Performance Credit

-1 to -3 points = 5 % of Resale Services Non-Recurring Charges for Covad for the
   measured calendar quarter multiplied by the Missed Installation Factor(1)

 -4 to -5 points = 10 % of Resale Services Non-Recurring Charges for Covad for
 the measured calendar quarter multiplied by the Missed Installation Factor(1)


55


 -6 to -7 points = 15 % of Resale Services Non-Recurring Charges for Covad for
 the measured calendar quarter multiplied by the Missed Installation Factor(1)

(1) Missed Installation Factor = (Missed Installation Appointments for Resale
Services provided by BA to Covad for the measured calendar quarter as a
percentage of Installation Appointments for Resale Services provided by BA to
Covad for the measured calendar quarter) - (Missed Installation Appointments for
corresponding retail services provided by BA to BA retail customers for the
measured calendar quarter as a percentage of Installation Appointments for
corresponding retail services provided by BA to BA retail customers for the
measured calendar quarter).

If more than 10% of Covad's orders are rejected or queried by BA,(16) BA shall
not be obligated to calculate this Performance Category, to pay a Performance
Credit in connection with this Performance Category, or to take investigative or
corrective action under Section 3.3 with regard to any Performance Measurement
in this Performance Category.

2. Performance Category 6 - Resale Services Maintenance:

--------------------------------------------------------------------------------
  Performance Measurement    Misses Standard  Equals Standard  Exceeds Standard
                                - 1 point         0 points        + 1 point
--------------------------------------------------------------------------------
POTS: % Out of Service         Moderate to       Parity (1)      Moderate to
[greater than] 24 Hours            High                              High
(Resale KSQM 17)               probability                       probability
                                less than                        better than
                                Parity(1)                         Parity(1)
--------------------------------------------------------------------------------
SPECIALS: % Out of Service     Moderate to       Parity (1)      Moderate to
[greater than] 24 Hours            High                              High
(Resale KSQM 17)               probability                       probability
                                less than                        better than
                                Parity(1)                         Parity(1)
--------------------------------------------------------------------------------
POTS: % Repeat Reports         Moderate to       Parity (1)      Moderate to
w/in 30 Days                       High                              High
(Resale KSQM 18)               probability                       probability
                                less than                        better than
                                Parity(1)                         Parity(1)
--------------------------------------------------------------------------------

(1) "Parity" will be determined in accordance with the statistical methodology
set forth in Appendix 4, "Statistical Methodology for Determining 'Parity'
Range". "Parity" will be based upon a comparison of BA's performance for the
above Performance Measurements with BA's performance for the corresponding
Retail measurements set forth in Appendix 1, or, in the absence of appropriate
corresponding Retail measurements set forth in Appendix 1, Retail measurements
to be reasonably determined and provided by BA.

Calculation of Performance Credit:

                                  Total Score:
                                  ------------

                   0 or Greater Points = No Performance Credit

----------
(16) Orders that are rejected or queried by BA because of a failure in the
operation of a BA ordering system will not be included in calculations to
determine the percentage of Covad's orders that are rejected or queried by BA.


56


 -1 point = 2 % of Resale Services Recurring Charges for Covad for the measured
       calendar quarter multiplied by the Lines Out of Service Factor.(1)

-2 points = 4 % of Resale Services Recurring Charges for Covad for the measured
       calendar quarter multiplied by the Lines Out of Service Factor.(1)

-3 points = 6 % of Resale Services Recurring Charges for Covad for the measured
       calendar quarter multiplied by the Lines Out of Service Factor.(1)

(1) Lines Out of Service Factor = (Percentage of Covad Resale Services POTS and
Specials lines network troubles out of service [greater than] 24 hours -
Percentage of BA retail customer POTS and Specials lines network troubles out of
service [greater than] 24 hours) x (Covad Resale Services POTS and Specials
lines with network troubles out of service [greater than] 24 hours, as a
percentage of the measured calendar quarter average total Covad Resale Services
POTS and Specials lines in service).

Adjustment of Performance Credit:

In the repair function, mutual responsibilities exist. The responsibility for
authorizing a dispatch resides with Covad. Reductions will be made in the
Performance Credit if necessary access is not available, or if a dispatch is
made and no trouble is found,17 or if trouble is found to be on the Covad
customer's side of the network demarcation point (e.g., in premises wiring or
customer premises equipment), at a statistically higher rate than the same
performance that BA experiences for BA's own retail customers.

--------------------------------------------------------------------------------
                                                   Equals
      Measurement           Misses Standard       Standard     Exceeds Standard
                               - 1 point          0 points         + 1 point
--------------------------------------------------------------------------------
% No Access Rate           Moderate to High      Parity (1)    Moderate to High
                         probability less than                probability better
                               Parity(1)                        than Parity(1)
--------------------------------------------------------------------------------
% Found OK or Trouble      Moderate to High      Parity (1)    Moderate to High
Found on Customer        probability less than                probability better
Premises                       Parity(1)                        than Parity(1)
--------------------------------------------------------------------------------

(1) "Parity" will be determined in accordance with the statistical methodology
set forth in Appendix 4, "Statistical Methodology for Determining 'Parity'
Range".

                                  Total Score:
                                  ------------

      0 or Greater Points = No Adjustment to Maintenance Performance Credit

           -1 point = 25 % Reduction of Maintenance Performance Credit

          -2 points = 50 % Reduction of Maintenance Performance Credit

----------
(17) BA will not include in calculations to determine reductions in the
Performance Credit a dispatch where no trouble is found if a trouble which
should have been found on such dispatch is found on a subsequent dispatch.


57


Resale Definitions, Conditions, Requirements & Exclusions:

The following definitions, conditions, requirements and exclusions shall apply.
In addition, all applicable definitions, conditions, requirements and exclusions
set out in other provisions of this Schedule 27.2 shall apply (including, but
not limited to, definitions, conditions, requirements and exclusions, pertaining
to measurements set out in Appendix 1).

Ordering (OC Timeliness and Reject Timeliness):

1. Performance Measurements and Performance Credits will apply only if: (a) EDI
Issue 8 implementing LSOG Issue 2 ordering interface specifications (or such
later ordering interface specifications, supported by BA, as BA shall have made
available for Covad's use) is in place and is being used by Covad for all Resale
Services ordering which can be performed via EDI; or, (b) BA's WebGUI is in
place and being used by Covad for all Resale Services ordering which can be
performed via BA's WebGUI. Covad must implement later specifications of EDI and
later versions of WebGUI within 90 days (or such other shorter period as may be
required by this Agreement) after BA has made them available for Covad's use.

2. Covad shall provide to BA forecasts of Resale Services volumes at least six
(6) months prior to the commencement of the measured calendar quarter. Forecasts
for Resale Services volumes (including both number of orders to be submitted and
number of items of service to be ordered) shall be submitted by Covad for each
month. If submission volumes for any one month in a measured calendar quarter
vary from forecasted volumes for such month stated in submitted forecasts by
more than 15% (plus or minus), BA may exclude that month from consideration in
calculating Performance Measurements and Performance Credits and determining
whether BA is obligated to take investigative or corrective action under Section
3.3. If Covad fails to timely provide the forecasts of Resale Services volumes
to BA, BA may exclude Performance Category 5 and the Performance Measurements in
Category 5 from calculation of Performance Credits and from taking investigative
or corrective action under Section 3.3.

3. When Covad submitted work load for any one hour in a day is more than twice
(2x) the daily average hour Covad submitted work load,(18) all transactions for
that day will be deemed to have at least met "Equals Standard" ("O" Points).

4. OC and Reject Timeliness Performance Measurements do not apply to orders with
negotiated due dates.

----------
(18) In calculating "the daily average hour Covad submitted work load", the
"daily" period used for the calculation shall be deemed to be twelve (12) hours
in length.


58


Provisioning (Missed Installation Appointments):

1. Covad Missed Installation Appointments do not include appointments missed or
rescheduled due to the delay, act or omission of Covad, Covad's contractors or
vendors,(19) or Covad's customers (including, but not limited to, inability to
access interfaces and terminals).

2. If the Expedited Due Dates(20) for any one month in a measured calendar
quarter exceed 10% of the total appointments for that month, BA will not be
obligated to calculate Performance Category 5 for that month, or the Performance
Measurements in Performance Category 5 for that month, and may exclude
Performance Category 5 for that month, and the Performance Measurements in
Performance Category 5 for that month, from calculation of Performance Credits
and from taking investigative or corrective action under Section 3.3.

3. Covad Missed Installation Appointments will be included in the computation
only if:

      (a) All order information submitted by Covad was valid (e.g., street
      address, end user local contact (LCON), Floor/unit number).

      (b) Covad and Covad's customer were available and ready for service at the
      appointed date and time. Access to Terminal Equipment was available.

      (c) Accurate account and customer information was submitted by Covad.

      (d) Orders were completed as submitted without cancellation after Order
      Confirmation.

      (e) Covad and Covad's customer were available for testing and cooperative
      coordination as requested by BA.

4. Covad shall provide to BA forecasts of Resale Services volumes at least six
(6) months prior to the commencement of the measured calendar quarter. Forecasts
for Resale Services volumes (including both number of orders to be submitted and
number of items of service to be ordered) shall be submitted by Covad for each
month. If submission volumes for any one month in a measured calendar quarter
vary from forecasted volumes for such month stated in submitted forecasts by
more than 15% (plus or minus), BA may exclude that month from consideration in
calculating Performance Measurements and Performance Credits and determining
whether BA is obligated to take investigative or corrective action under Section
3.3. If Covad fails to timely provide the forecasts of Resale Services volumes
to BA, BA may exclude Performance Category 5 and the Performance Measurements in
Category 5 from calculation of Performance Credits and from taking investigative
or corrective action under Section 3.3.

5. If more than 10% of Covad's orders in a month fall out of BA's provisioning
systems (i.e., require manual investigation and/or correction), or require
correction of Covad provided information during provisioning, BA may exclude
Missed Installation Appointment Performance Measurements for that month from the
calculation of calendar quarter Performance Measurements and Performance
Credits.

----------
(19) For the purposes of Paragraph 1, above, the phrase "Covad's contractors or
vendors" does not include BA.

(20) An "Expedited Due Date" is any due date with a shorter interval than the
standard interval being offered by BA for the transaction at the time the
transaction is requested.


59


6. Performance Measurement calculations for provisioning will exclude Resale
Services provided pursuant to negotiated installation intervals.

Maintenance:

1. Out of Service Over 24 Hours: Excluded will be reports where access was
required but not available during the first 24 hours.

2. Measured Trouble Reports include those found to be in the Network:
Disposition Codes 03 (Drops), 04 (Loops) and 05 (Inside Central Office).

3. Covad shall establish a toll free 800 number for BA repair technicians to
call for trouble related questions and trouble closeout.

4. The Covad repair center and toll free number must be available 24 hours per
day, seven days per week.


60


D. Interconnection Trunks

1. Performance Category 7 - Interconnection Trunk Provisioning

--------------------------------------------------------------------------------
   Performance Measurement    Misses Standard  Equals Standard  Exceeds Standard
                                  -1 Point         0 Points        + 1 Point
--------------------------------------------------------------------------------
    Provisioning - Missed        Moderate to       Parity(2)       Moderate to
Installation Appointments(1)         High                              High
        (IT KSQM 11)             probability                       probability
                                  less than                        better than
                                  Parity(2)                         Parity(2)
--------------------------------------------------------------------------------

(1) Orders Received after 12:00 Noon Eastern Time will have the "clock" start at
8:00 a.m. on the next business day.

(2) "Parity" will be determined in accordance with the statistical methodology
set forth in Appendix 4, "Statistical Methodology for Determining 'Parity'
Range". "Parity" will be based upon a comparison of BA's performance for the
above Performance Measurement with BA's performance for BA IXC Feature Group D
Trunks.

Calculation of Performance Credit:

                                  Total Score:
                                  ------------

     Score                   Credit                        Applied to
     -----                   ------                        ----------

 0 or greater        No Performance Credits

   -1 point                   10 %               Trunk Non-Recurring Charges for
                                                 Covad for the measured calendar
                                                             quarter
                                                     multiplied by the Missed
                                                      Installation Factor(3)

(3) Missed Installation Factor = (Missed Covad Trunk Installation Appointments
for the measured calendar quarter as a percentage of Covad Trunk Installation
Appointments for the measured calendar quarter) - (Missed Installation
Appointments for BA IXC Feature Group D Trunks for the measured calendar quarter
as a percentage of BA IXC Feature Group D Trunk Installation Appointments for
the measured calendar quarter).

Adjustment of Performance Credit:

In the provisioning function, mutual responsibilities exist. In addition to
trunks provided by BA to Covad, Covad will provide trunks to BA. If the
percentage of Missed Appointments for trunks ordered by BA from Covad exceeds
the percentage of missed appointments for trunks ordered by Covad from BA
performance, the Performance Credit will be reduced as stated below. (The
percentage missed appointment calculation comparison requires a minimum sample
size of 50 trunks on both sides to be valid.) Covad shall maintain due date
intervals for trunks to be provided by Covad to BA that are no


61


longer than BA's due date intervals for comparable trunks.

                         Trunks Ordered by BA from Covad



----------------------------------------------------------------------------------------------------------------------------
                   Measurement                          100% reduction in Credit             50% Reduction in Credit
----------------------------------------------------------------------------------------------------------------------------
                                                                                   
Provisioning of Trunks for BA by Covad - Missed   [greater than] 5 percentage points     [greater than] 2 but [less than
Installation Appointments:                             worse than BA Performance         or equal to] 5 percentage points
                                                                                            worse than BA Performance
----------------------------------------------------------------------------------------------------------------------------


2. Performance Category 8 - Interconnection Trunk Maintenance and Repair



----------------------------------------------------------------------------------------------------------------------------
                   Performance                        Misses Standard          Equals Standard         Exceeds Standard
                   Measurement                           - 1 point                0 points                 + 1 point
----------------------------------------------------------------------------------------------------------------------------
                                                                                             
% Out of Service [greater than] 24 Hours             Moderate to High             Parity(1)            Moderate to High
(IT KSQM 17)                                       probability less than                              probability better
                                                         Parity(1)                                      than Parity(1)
----------------------------------------------------------------------------------------------------------------------------


(1) "Parity" will be determined in accordance with the statistical methodology
set forth in Appendix 4, "Statistical Methodology for Determining 'Parity'
Range". "Parity" will be based upon a comparison of BA's performance for the
above Performance Measurement with BA's performance for BA IXC Feature Group D
Trunks.

Calculation of Performance Credit:

                                  Total Score:
                                  ------------

     Score                  % Credit                         Applied to
     -----                  --------                         ----------

 0 or greater        No Performance Credits

   -1 point     $ 1.00 Per DS1 Trunk per Day out    Lines Out of Service Factor
                          of service

(1) Lines Out of Service Factor = (Percentage of Covad Interconnection Trunks
network troubles out of service [greater than] 24 hours - Percentage of BA IXC
Feature Group D Trunks network troubles out of service [greater than] 24 hours)
x (Covad Interconnection Trunks with network troubles out of service [greater
than] 24 hours, as a percentage of the measured calendar quarter average total
Covad Interconnection Trunks in service).


62


Interconnection Trunk Definitions, Conditions, Requirements & Exclusions:

The following definitions, conditions, requirements and exclusions shall apply.
In addition, all applicable definitions, conditions, requirements and exclusions
set out in other provisions of this Schedule 27.2 shall apply (including, but
not limited to, definitions, conditions, requirements and exclusions, pertaining
to measurements set out in Appendix 1).

Provisioning:

1. Performance Measurement calculations for provisioning will be performed only
if for the measured calendar quarter a minimum of 50 trunks was installed by BA
for Covad and a minimum of 100 IXC Feature Group D trunks was installed by BA
for IXCs.

2. Orders must be received electronically, using a BA supported version of BA's
electronic Access Service Request System.

3. Performance Measurement calculations for provisioning will exclude trunks
provided pursuant to negotiated installation intervals.

4. Performance Measurement calculations for provisioning will be based on
comparisons by trunk type (e.g., DS0 with DS0, DS1 with DS1).

5. Covad shall provide to BA forecasts of Interconnection Trunk volumes at least
six (6) months prior to the commencement of the measured calendar quarter.
Forecasts for Interconnection Trunk volumes (including both number of orders to
be submitted and number of items of service to be ordered) shall be submitted by
Covad either (a) for each month or (b) for each quarter, in which case the
quarterly volume will be pro-rated to a monthly volume. If submission volumes
for any one month in a measured calendar quarter vary from forecasted volumes
for such month stated in submitted forecasts by more than 15% (plus or minus),
BA may exclude that month from consideration in calculating Performance
Measurements and Performance Credits and determining whether BA is obligated to
take investigative or corrective action under Section 3.3. If Covad fails to
timely provide the forecasts of volumes to BA, BA may exclude Performance
Category 7 and the Performance Measurements in Category 7 from calculation of
Performance Credits and from taking investigative or corrective action under
Section 3.3.

6. Covad Missed Installation Appointments do not include:

      a.    Installation Appointments missed or rescheduled due to the delay,
            act or omission of Covad, Covad's contractors or vendors,(21) or
            Covad's customers.

      b.    Missed Installation Appointments for Covad installations being made
            to rehome trunks or for network grooming.

----------
(21) For the purposes of Paragraph 6, above, the phrase "Covad's contractors or
vendors" does not include BA.


63


7. Covad Missed Installation Appointments will be included in the computation
only if they result in a blockage of traffic that is in excess of standard
design blocking thresholds and that is identified and reported to BA by Covad.

8. Covad Missed Installation Appointments will be included in the computation
only if:

      a.    All order information submitted by Covad was valid.

      b.    Covad was prepared to accept the installation of service at the
            scheduled time.

      c.    Orders were completed as submitted without cancellation after order
            confirmation.

      d.    Covad and Covad's customer were available for testing and
            cooperative coordination as requested by BA.

9. Covad Missed Installation Appointments include only missed installation
appointments for interconnection trunks used one-way.

Maintenance:

1. This Performance Category will be measured no earlier than completion of the
WFA inventory for Covad and BA trunks and validation of applicable field
procedures.

2. Measured Trouble Reports include those found to be in the Network:
Disposition Codes 04 (Outside Plant) and 05 (Inside Central Office).

3. Applies only to trunks used as per applicable technical specifications.

4. Covad trunks will be included in the computation only if Covad was available
for testing and cooperative coordination if requested by BA.

5. Applies only to trunks where blockage exceeding standard design blocking
thresholds has been identified and reported by Covad.

6. Applies only to interconnection trunks used one-way.


64


E. Billing

1. Performance Category 9 - Timeliness of Daily Usage Feed ("DUF") for UNE
Switching and Resale Services



---------------------------------------------------------------------------------------------------
Performance Measurement       Misses Standard         Equals Standard         Exceeds Standard
                                 - 1 point                0 points                + 1 point
---------------------------------------------------------------------------------------------------
                                                                  
Timeliness of Daily         [less than] 90% of         90% to 95% of       [greater than] 95% of
Usage Feed                 recorded call events     recorded call events    recorded call events
(CLEC Billing KSQM 21)      in 5 Business Days       in 5 Business Days      in 5 Business Days
---------------------------------------------------------------------------------------------------


Calculation of Performance Credit

                                  Total Score:
                                  ------------

                   0 or Greater Points = No Performance Credit

    -1 point = 0.25 % of DUF Charges (for UNE Switching and Resale Services)
                  for Covad for the measured calendar quarter.

Billing Definitions, Conditions, Requirements & Exclusions:

The following definitions, conditions, requirements and exclusions shall apply.
In addition, all applicable definitions, conditions, requirements and exclusions
set out in other provisions of this Schedule 27.2 shall apply (including, but
not limited to, definitions, conditions, requirements and exclusions, pertaining
to measurements set out in Appendix 1).

1. UNE usage (Daily Usage Feed) information is limited to only Unbundled
Switching. Measurement with regard to Unbundled Switching will begin no earlier
than 4/1/98.

2. Excluded are delays or failures to provide information provided by third
parties.

3. Excluded are delays or failures to provide information where the cause of the
delay or failure also affects BA's ability to collect and utilize information
for itself.

4. Measurement will be made for lines that have been equipped at Covad's request
to collect daily usage feed information.


65


                                  SCHEDULE 27.2

                                   APPENDIX 4

             STATISTICAL METHODOLOGY FOR DETERMINING "PARITY" RANGE

1. For Performance measures where the measure is a yes or no on each measured
   item: (e.g., % met or not met):

Measurement Objective:

To determine if the level of service provided to Covad is, on average, similar
to or different from the level of service BA provides to other BA customers.

The following methodology applies to service in which in each instance of its
provision, the outcome can be categorized as a success or a failure (e.g., was
the appointment missed, was a customer's line out of service for more than 24
hours, etc.).

Now, let    xij = the ith customers score on service; where
            xij = 0 if the outcome is categorized as a success
            xij = 1 if the outcome is categorized as a failure

More specifically, let

            (SIGMA) x1ij = the number of Covad customers' instances of service
            categorized as a failure

The standard of service against which the instances of service to Covad's
customers will be compared is the average of that provided by BA to its own
customers, viz.


       P0j  =   (SIGMA) x0ij  where N0j is the number of instances of provision
                ------------  of service j to BA's customers
                     N0j

The service index calculated for Covad for service j and which will be compared
against the service standard Poj is given by:

       P1j  =   (SIGMA) x1ij  where N1j is the number of instances of provision
                ------------  of service j to Covad's customers
                     N1j

It is assumed that N0j will be large relative to N1j ; and that N1j may in fact,
for certain j, be small.

The assumption can be made that the N1j constitutes a sample taken from a larger
population comprised


66


of N0j ; i.e., instances of service provision like those provided to BA
customers. In this case the N1j are not technically a subset (i.e., sample) of
N0j. But for the purposes of the model we assume that if Covad customers are
being treated the same as BA customers, then the distribution of the x0ij and
the x1ij; should be identical, hence our viewing N1j as a sample of N0j.

If such an assumption is correct then the value P1j should be similar to the
value P0j. If it is not correct, then the two values would be expected to be
different with the magnitude of the difference reflecting how different the two
populations are, and by implication, how different the service level to each.

The question that arises is how close must P1j and P0j be to conclude that the
two populations received similar levels of service and how different must they
be to conclude they did not.

If we assume N1j is a sample taken from a universe identical to the BA universe,
then it is possible to derive the distribution of possible values of P1j that
could occur when drawing a sample of size N1j from such a universe. If N1j is
adequately large, (viz., if N1j is greater than 30) these values will follow a
normal distribution and have:

      Expected value = E (x)  =  N1j x P0j
            and
      the Variance = Var (x)  =  N1j x P0j (1-P0j)

If the CLEC population is in fact identical (or very nearly so) to the BA
population, then most values of P1j would lie close to P0j, and if the
populations were not identical than most values of P1j would lie further from
P0j with the magnitude of the differences reflecting how different the two
underlying populations are and, by implication, how different the level of
service provided the two populations.

It is possible to evaluate how likely it is that the N0j and the N1j instances
of service are, on average, the same by evaluating how likely it would be by
chance alone to observe a difference as large as the one in fact observed, viz.
P0j - P1j.


67


The procedure for performing this evaluation is as follows:

1. Calculate the BA service standard for service j as follows:

       P0j  =   (SIGMA) x0ij
                ------------
                     N0j

2. Calculate the level of service provided to Covad as follows:

       P1j  =   (SIGMA) x1ij
                ------------
                     N1j

3. Calculate an index of service level comparability, z, as follows:

      z = (P0j-P1j)/[square root](P0j(1-P0j)/N1j)

4. Evaluate the probability of similar or dissimilar services for BA and CLEC
   customers as follows:

[less than] -0.83     o Probability is moderate to high that Covad customers are
("Misses                more poorly served than BA customers.
Standard")

-0.83 to 0.83         o Probability is weak that Covad customers are more poorly
("Parity")              served than BA customers, or the probability is high
                        that Covad customers are served the same as BA
("Equals                customers, or the probability is weak that Covad
Standard")              customers are better served than BA customers.

[greater than] 0.83   o Probability is moderate to high that Covad customers are
("Exceeds               better served than BA customers.
Standard")

For the purposes of Performance Metrics listed in Appendix 2 to which the
statistical methodology set forth in this Appendix 4, Section 1 is applicable,
and Performance Measurements listed in Appendix 3 to which the statistical
methodology set forth in this Appendix 4, Section 1 is applicable, BA's
performance will be deemed: (a) to have missed or failed to meet the "Parity"
standard ("Misses


68


Standard") if the result is [less than] -0.83 ("Probability is moderate to high
that Covad customers are more poorly served than BA customers"); (b) to have
equaled or met the "Parity" standard ("Equals Standard") if the result is -0.83
to 0.83 (i.e., "Probability is weak that Covad customers are more poorly served
than BA customers, or the probability is high that Covad customers are served
the same as BA customers, or the probability is weak that Covad customers are
better served than BA customers"); or, (c) to have exceeded the "Parity"
standard ("Exceeds Standard") if the result is [greater than] 0.83 ("Probability
is moderate to high that Covad customers are better served than BA customers").


69


2. For Performance measures where the measure is a variable measure: (e.g.,
   cycle time):

Measurement Objective:

To determine, for those services for which performance level is measured as an
elapsed time, if the level of service provided to Covad is, on average, similar
to or different from the level of service BA provides to other BA customers.

Methodology:

The following methodology applies to service in which in each instance of its
provision, the outcome is represented as a measurement of an interval of time
(e.g., 10 minutes, 2.5 hours, 3.5 days, etc.). For example, "time to restore
service."

Define the variable X, as duration of interval being measured (e.g., time to
restore service in hours)

Now, let    Nj   =  the number of instances of service j for BA customers

            nj   =  the number of instances of service j for Covad customers

            xij  =  BA's ith customer's score on service j   i = 1,2,3...Nj

            x'ij =  Covad's ith customer's score on service j   i = 1,2,3...nj

1. Calculate the average duration for service j for all ג–‡ג–‡ג–‡ג–‡ Atlantic customers
   as follows:

      Average duration of BA customers = [GRAPHIC OMITTED]

2. Calculate the standard deviation of the duration scores on service j for all
   BA customers as follows:

      Standard deviation of BA customer's scores = [GRAPHIC OMITTED]


70


3. Calculate the average duration for service j for all Covad customers as
   follows:

      Average duration of Covad customers = [GRAPHIC OMITTED]

4. Calculate an Index of parity:

      Having determined the following values:

                  Nj = the number of instances of service j for BA customers

                  nj = the number of instances of service j for Covad customers

   [GRAPHIC OMITTED] = the average duration for all BA customers

   [GRAPHIC OMITTED] = the standard deviation of duration scores for all BA
                       customers

   [GRAPHIC OMITTED] = the average duration for all Covad customers

      Derive an index of parity as follows:

            Index of Parity = [GRAPHIC OMITTED]

where values of the index less than 0.0 indicate Covad customers are being
serviced on average with less delay (i.e., better) than BA customers, values of
the index greater than 0.0 indicate Covad customers are being serviced on
average with more delay (i.e., worse) than BA customers,

and

where greater absolute values of the index, t, indicate increasingly less
likelihood that the observed differences between Covad and BA customers' is due
to chance variation, or what is called sampling error, and greater likelihood
the difference is due to other than chance factors.

5. Interpret the Index of Parity by referring to the Parity Translation Table
   and following these steps:

      a.    Note the value of nj as determined previously, and calculate the
            value nj-1

      b.    Locate the value of nj-1 in the first column of the parity index
            translation table

      c.    Inspect the ranges of values of t in the row of the table
            corresponding to your value of nj-1, locating the range containing
            the value of t corresponding to the one you calculated.

      d.    Look at the top of the column containing the value of t
            corresponding to the one you


71


            calculated and read the interpretation of the calculated index.

For the purposes of Performance Metrics listed in Appendix 2 to which the
statistical methodology set forth in this Appendix 4, Section 2 is applicable,
and Performance Measurements listed in Appendix 3 to which the statistical
methodology set forth in this Appendix 4, Section 2 is applicable, BA's
performance will be deemed: (a) to have missed or failed to meet the "Parity"
standard ("Misses Standard") if the result as shown on the Parity Translation
Table is "Probability that CLEC customers Serviced worse than BA's Customers is
High" or "Probability that CLEC customers Serviced worse than BA's Customers is
Moderate"; (b) to have equaled or met the "Parity" standard ("Equals Standard")
if the result as shown on the Parity Translation Table is "Probability that CLEC
customers Serviced worse than BA's Customers is Weak", "Probability CLEC & BA
Customers Serviced the Same is High", or "Probability that CLEC Customers
Serviced Better than BA's Customers is Weak"; or, (c) to have exceeded the
"Parity" standard ("Exceeds Standard") if the result as shown on the Parity
Translation Table is "Probability CLEC Customers Serviced Better than BA's
Customers is Moderate" or "Probability that CLEC Customers Serviced Better than
BA's Customers is High").


72


                            Parity Translation Table


73



                                                                       EXHIBIT A

                        ג–‡ג–‡ג–‡ג–‡ ATLANTIC - NEW JERSEY, INC.

                      DETAILED SCHEDULE OF ITEMIZED CHARGES

A. BA SERVICES, FACILITIES, AND ARRANGEMENTS: (1)



Service or Element Description:                    Recurring Charges:      Non-Recurring Charge:
-------------------------------                    ------------------      ---------------------
                                                                     
I.  Local Call Termination(2)
    Traffic Delivered at BA End Office             $.001846/MOU            Not Applicable
    Traffic Delivered at BA Tandem
                                                   $.003738/MOU            Not Applicable

II. Unbundled Transport
    A.  Dedicated Transport
        Voice Grade/DS-0                           $11.28/Month &          All:
                                                   $.0238/Mile/Month       $23.55/Service
                                                                           Order(3)
        DS-1                                       $39.83/Month &          $387.77/Initial
                                                   $.48/Mile/Month         Facility &
                                                                           $26.25/Additional
        DS-3                                       $529.78/Month &         Facility(4)
                                                   $13.40/Mile/Month

        DDS                                        $11.69/Month
                                                   $.03/Mile/Month


-----------------------
(1) Unless a citation is provided to a generally applicable BA tariff, all
listed rates and services are available only to Covad purchasing these services
for use in the provision of Telephone Exchange Service, and apply only to Local
Traffic and local Ancillary Traffic. BA rates and services for use by Covad in
the carriage of Toll Traffic shall be subject to BA's tariffs for Exchange
Access Service. Adherence to these limitations is subject to a reasonable
periodic audit by BA.

      As applied to wholesale discount rates, unbundled Network Elements or call
transport and/or termination of Local Traffic purchased for the provision of
Telephone Exchange Service or Exchange Access, the rates and charges set forth
in Exhibit A, incorporate the New Jersey Board of Public Utilities approved
rates in Docket TX95120631 and interim rates that are subject to review by the
Board. These rates shall apply until such time as they are replaced by new rates
as may be approved or allowed into effect by the Board from time to time,
subject however, to any stay or other order issued by any court of competent
jurisdiction. At such time(s) as such new rates have been approved or allowed
into effect by the Board, the Parties shall amend Exhibit A to reflect the new
approved rates.

(2) See note 28 regarding measurement and calculation of local traffic
termination charges.

(3) Interim rate.

(4) The additional facilities rate applies only to additional transport
facilities purchased when the initial facility is ordered.




Service or Element Description:                    Recurring Charges:      Non-Recurring Charge:
-------------------------------                    ------------------      ---------------------
                                                                     
II. Unbundled Transport (Continued)

    B.  Common Transport
        Tandem Switching                           $.001471/MOU(5)         Not Applicable
        Tandem-Switched Transport                  $.0002486/MOU &         Not Applicable
                                                   $.0000012/MOU/ Mile

    C.  Entrance Facilities                                                All:
                                                                           $23.55/Service
                                                                           Order(6) plus
                                                                           installation charges
                                                                           for each initial and
                                                                           additional facility
                                                                           purchased at the
                                                                           time of order:

        2-Wire Voice Grade Channel Termination     $18.16/Month            $664.62/Initial &
                                                                           $377.72/Additional

        4-Wire Voice Grade Channel Termination     $38.75/Month            $888.69/Initial &
                                                                           $508.74/Additional

        DS-1 to Voice Grade Multiplexing           $84.54/Month            $532.38/Initial &
                                                                           $532.38/Additional

        DS-1 Channel Termination                   $146.30/Month           $737.17/Initial &
                                                                           $425.28/Additional

        DS-3 to DS-1 Multiplexing                  $286.11/Month           $532.38/Initial &
                                                                           $532.38/Additional

        DS-3 Channel Termination                   $938.88/Month           $737.17/Initial &
                                                                           $425.28/Additional


-----------------------
(5) See note 3 above.
(6) See note 3 above.


2




Service or Element Description:                    Recurring Charges:      Non-Recurring Charge:
-------------------------------                    ------------------      ---------------------
                                                                     
II.  Unbundled Transport (Continued)

    D.  Digital Cross-Connect System(7)
        Service Establishment                      Not Applicable         $2,009.14

        Database Modification                      Not Applicable         $159.82/Modification
                                                                          Request
        Reconfiguration by BA personnel            Not Applicable         $34.65/Programming
                                                                          Charge/Half Hour
        DS-0 Cross-Connect                         $20.75/Port/Month      $28.35/Port

        DS-1 Cross-Connect                         $72.93/Port/Month      $35.54/Port

    E.  Mid-span meet arrangements                 To be charged in accordance with the
                                                   requirements  of Section 4.3 of the Agreement


    F.  Transit Arrangements (for
    Interconnections between Covad and
    Carriers other than BA)

        Tandem Switching                           $.001471/MOU(8)         Per Section II. above
                                                                           and V., as applicable

        Switched Transport                         $.0002486/MOU &
                                                   $.0000012/MOU/ Mile

III.  Unbundled Switching

    A.  Local Switching Ports
        POTS/PBX/Centrex                           $1.90/Port/Month        $23.55/Service Order
                                                                           $9.16/Installation
                                                                           /Port
        ISDN (PRI)                                 $131.11/Port/Month      $30.36/Service
                                                                           Order(9)
                                                                           $120.41/Installation
                                                                           /Port

        ISDN (BRI)                                 $11.45/Port/Month       $30.36/Service
                                                                           Order(10)
                                                                           $20.19/Installation
                                                                           /Port


-----------------------
(7) See note 3 above.
(8) See note 3 above.
(9) See note 3 above.
(10) See note 3 above.


3




Service or Element Description:                    Recurring Charges:      Non-Recurring Charge:
-------------------------------                    ------------------      ---------------------
                                                                     
        Public/Semi-Public                         $3.25/Port/Month        $23.55/Service Order
                                                                           $9.16/Installation
                                                                           /Port

        DID                                        $4.36/Port/Month        $23.55/Service Order
                                                                           $770.34/Installation
                                                                           /Port

     B. Tandem Switching Usage                     $.001471/MOU(11)        Not Applicable


-----------------------
(11) See note 3 above.


4




Service or Element Description:                    Recurring Charges:      Non-Recurring Charge:
-------------------------------                    ------------------      ---------------------
                                                                     
III. Unbundled Switching (Continued)

    C.  Local Switching Usage
        POTS Originating With Vertical Features    $.005418/MOU

        POTS Terminating With Vertical Features    $.003207/MOU
        ISDN Originating Digital Switched Voice    $.003002/MOU            All ISDN:
        With Vertical Features                                             $12.41/Service Order
                                                                           $.14/Installation
        ISDN Terminating Digital Switched Voice    $.001510/MOU

        ISDN Originating Digital Circuit           $.001751/MOU
        Switched Data

        ISDN Terminating Digital Circuit           $.001510/MOU
        Switched Data

    D.  POTS Features
        PBX                                        $.000726/MOU            Both:
                                                                           $12.41/Service Order
        Multi-Line Hunting                         $.000002/MOU            $.14/Installation

    E.  Centrex Features
        UCD                                        $.000932/MOU            All:
                                                                           $12.41/Service Order
        Hunting                                    $.000003/MOU            $.14/Installation

        Queuing                                    $.000486/MOU

        Intercom & Features                        $.025131/MOU

        Attendant                                  $.026413/MOU

        Attendant Console                          $.031847/MOU

        Centralized Attendant Services             $.216809/MOU

        Attendant Access Code Dialing              $.047949/MOU

        Automatic Route Selection                  $.000422/MOU

        Electronic Tandem Switching                $.001833/MOU

    F.  ISDN Centrex Feature                       $.006666/MOU            $12.41/Service Order
                                                                           $.14/Installation



5




Service or Element Description:                    Recurring Charges:      Non-Recurring Charge:
-------------------------------                    ------------------      ---------------------
                                                                     
IV.  Unbundled Loops
    POTS (analog 2-Wire)                           Density Cell:           Service Order: $23.55
                                                   1 - $11.95/Month        Installation:
                                                   2 - $16.02/Month        If premises visit
                                                   3 - $20.98/Month        not required,
                                                                           initial & each
                                                                           additional loop -
                                                                           $8.61

                                                                           If premises visit
                                                                           required, initial
                                                                           loop - $83.69

                                                                           If premises visit
                                                                           required, additional
                                                                           loop - $29.58
    ISDN                                           Density Cell:           Service Order:
                                                   1 - $15.02/Month        $30.26(12)
                                                   2 - $19.58/Month        Installation:
                                                   3 - $25.12/Month        If premises visit
                                                                           not required,
                                                                           initial & each
                                                                           additional loop -
                                                                           $20.19

                                                                           If premises visit
                                                                           required, initial
                                                                           loop - $95.26(13)

                                                                           If premises visit
                                                                           required, additional
                                                                           loop - $41.15

    Customer Specified Signaling - 2-Wire          Density Cell:           Service Order: $23.55
                                                   1 - $13.39/Month        Installation:
                                                   2 - $17.95/Month        If premises visit
                                                   3 - $23.50/Month        not required,
                                                                           initial & each
                                                                           additional loop -
                                                                           $58.84

                                                                           If premises visit
                                                                           required, initial
                                                                           loop - $146.87

                                                                           If premises visit
                                                                           required, additional
                                                                           loop - $92.76


-----------------------
(12) See note 3 above.
(13) See note 3 above.


6




Service or Element Description:                    Recurring Charges:      Non-Recurring Charge:
-------------------------------                    ------------------      ---------------------
                                                                     
IV. Unbundled Loops (Continued)
    Customer Specified Signaling - 4-Wire          Density Cell:           Service Order: $23.55
                                                   1 - $28.85/Month        Installation:
                                                   2 - $38.52/Month        If premises visit
                                                   3 - $49.59/Month        not required,
                                                                           initial & each
                                                                           additional loop -
                                                                           $58.84(14)

                                                                           If premises visit
                                                                           required, initial
                                                                           loop - $146.87

                                                                           If premises visit
                                                                           required, additional
                                                                           loop - $92.76

    DS-1                                           Density Cell:           Service Order: $23.55
                                                   1 - $128.40/Month       Installation:
                                                   2 - $144.80/Month       If premises visit
                                                   3 - $177.50/Month       not required,
                                                                           initial & each
                                                                           additional loop -
                                                                           $58.84

                                                                           If premises visit
                                                                           required, initial
                                                                           loop - $146.87

                                                                           If premises visit
                                                                           required, additional
                                                                           loop - $92.76

    2 Wire ADSL Loops                              ג–‡ג–‡ג–�                     ג–‡ג–‡ג–�
    2 Wire & 4 Wire HDSL Loops                     ג–‡ג–‡ג–�                     ג–‡ג–‡ג–�
    Distance Extensions for various ULL types      ג–‡ג–‡ג–�                     ג–‡ג–‡ג–�
    for distances exceeding transmission
    characteristics in applicable technical
    references.


-----------------------
(14) See note 3 above.


7




Service or Element Description:                    Recurring Charges:      Non-Recurring Charge:
-------------------------------                    ------------------      ---------------------
                                                                     
V.  Collocation Cross-Connection

    A.  Voice Grade Loop
        Physical DS0 CO side to equipment          $.84/Month              Not Applicable

        Virtual DS0 with RFT CO side MDF to        $2.06/Month             Not Applicable
        equipment

        Virtual DS1 with EDSX (1DS1 + 24 DS0s      $93.37/Month            Both:
        with IDLC)                                                         $23.55/Service
                                                                           Order(15)

        Virtual DS1 with CFA (24DS0s with IDLC)    $71.02/Month            $460.67/Initial
                                                                           Installation &
                                                                           $217.10/Additional
                                                                           Installations

    B.  Other
        Physical DS3 or DS1 Cable Rack             $1.03/Month             Not Applicable

        Physical DS3                               $118.89/Month           All:
                                                                           $23.55/Service
        Physical DS1                               $21.60/Month            Order(16)
                                                                           $399.48/Initial
        Virtual DS3                                $124.75/Month           Installation &
                                                                           $201.80/Additional
        Virtual DS1                                $22.35/Month            Installations

VI. Time and Materials
    Special Construction                           As applicable per BA-NJ Tariff
                                                   B.P.U.-NJ-No.2, Exchange and Network
                                                   Services, Section A4

    Service Technician (service work on            Not Applicable          $11.17/Service Order
    unbundled loops outside of the Central                                 $34.78/Premises Visit
    Office)                                                                $12.95 Labor Charge/
                                                                           Per Quarter Hour
                                                                           After First Quarter
                                                                           Hour

    Central Office Technician                      Not Applicable          $11.17/Service Order
                                                                           $13.07 Labor Charge/
                                                                           Per Quarter Hour or
                                                                           Fraction Thereof


-----------------------
(15) See note 3 above.
(16) See note 3 above.


8


VII. Signaling and Databases



Service or Element Description:                    Recurring Charges:      Non-Recurring Charge:
-------------------------------                    ------------------      ---------------------
                                                                     
    A.  STP Port
        Termination                                $576.31/Month           $100.60/Port
        Access(17)                                 $.61/Mile/Month         $23.55/Service Order
                                                                           $304.29/Initial
                                                                           Facility &
                                                                           $26.25/Additional
                                                                           Facility

    B.  800/888 Database
        Basic Query                                $.000757/Query          Not Applicable
        Vertical Query                             $.000268/Query          Not Applicable

    C.  LIDB Validation
        Calling Card                               $.016280/Query          Not Applicable

        Billed Number Screening                    $.016280/Query          Not Applicable

        LIDB Point Codes(18)                       Not Applicable          $86.88/Point Code

        Storage of Covad's Data in LIDB
        Database(19)                               Not Applicable          $1,487.64 Service
                                                                           Establishment

    D.  AIN Service Creation (ASC) Service(20)
        1. Developmental Charges
           Service Establishment                   Not Applicable          $895.73

           Service Creation Access Port            $105.12/Port/Month      Not Applicable

           Service Creation Usage

               a.  Remote Access                   $1,146.57/Day           Not Applicable

               b.  On-Premise                      $1,146.57/Day           Not Applicable

           Certification & Testing                 $78.02/Hour             Not Applicable

           Help Desk Support                       $82.57/Hour             Not Applicable


-----------------------
(17) See note 3 above.
(18) See note 3 above.
(19) See note 3 above.
(20) See note 3 above.


9




Service or Element Description:                    Recurring Charges:      Non-Recurring Charge:
-------------------------------                    ------------------      ---------------------
                                                                     
    D.  AIN Service Creation (ASC) Service(21) (Continued)

        2. Service Charges
           Subscription  Charge                    $4.65/Month             Not Applicable

           Database Queries

               a. Network Query                    $.0006/Query            Not Applicable

               b.  Covad Network Query             $.0006/Query            Not Applicable

               c.  Covad Switch Query              $.0006/Query            Not Applicable

           Trigger Charge

               a.  Line Based                      $.0008/Query            Not Applicable

               b.  Office Based                    $.0008/Query            Not Applicable

           Utilization Element                     $.0004/ACU              Not Applicable

           Service Activation Charge

               a.  Network Service Activation      Not Applicable          $15.21/Service
                                                                           Activated/Line
               b.  Covad Network Service           Not Applicable          $15.21/Service
                   Activation                                              Activated/Line
               c.  Covad Switch Service            Not Applicable          $15.21/Service
                   Activation                                              Activated /Line

           Service Modification

               a.  DTMF Update                     $.11/Occurrence         Not Applicable

           Switch Based Announcement               $.004/Announcement      Not Applicable

VIII. Directory Listings & Books
    Primary Listing                                Not Applicable          $1.00/Listing/No.

    Additional Tariffed Listing Services           BA-NJ Tariff B.P.U.-N.J.-NO.2, Exchange and
                                                   Network Services, Section A5.7.1.

    Books & delivery (annual home area             No charge for normal numbers of books
    directories only)                              delivered to end users; bulk deliveries to
                                                   Covad per separate arrangement


-----------------------
(21) See note 3 above.


10




Service or Element Description:                    Recurring Charges:      Non-Recurring Charge:
-------------------------------                    ------------------      ---------------------
                                                                     
IX. Operator Services/Directory Assistance

    Direct Access                                  $.0344/Query            $32,964.80/Link(22)

        Service Establishment                      Not Applicable          $15,390.10/Customer(23)

    Directory Assistance                           $.3110/Call             Not Applicable

    Directory Transport(24)

        Tandem Switching                           $.001520/Call           Not Applicable

        Tandem Switched Transport                  $.000211/Call &         Not Applicable
                                                   $.ג–‡ג–‡ג–‡ג–‡ג–‡ג–‡/Mile/Call

    Operator Services - Live                       $.ג–‡ג–‡ג–‡ג–‡ג–‡ג–‡/Operator       Not Applicable
                                                   Work Second

    Operator Services - Automated(25)              $.ג–‡ג–‡ג–‡ג–‡ג–‡ג–‡/Automated      Not Applicable
                                                   Word Second

    Branding for Directory Assistance and/or       Not Applicable          $18,417.30/ Message
    Operator Services(26)
    Carrier-to-Carrier LSV/VCI Requests            $.ג–‡ג–‡ג–‡ג–‡ג–‡ג–‡/Operator       Not Applicable
                                                   Work Second

X.  Access to Operation Support Systems
    A.  Pre-Ordering                               $.26/Query              Not Applicable

    B.  Ordering                                   $4.22/Transaction       Not Applicable

    C.  Provisioning                               Included in Ordering    Not Applicable

    D.  Maintenance & Repair

         1.  ECG Access                            $.26/Query              Not Applicable

         2.  EB/OSI Access                         $1.18/Trouble Ticket    Not Applicable


-----------------------
(22) See note 3 above.
(23) See note 3 above.
(24) See note 3 above.
(25) See note 3 above.
(26) See note 3 above.


11




Service or Element Description:                    Recurring Charges:      Non-Recurring Charge:
-------------------------------                    ------------------      ---------------------
                                                                     
X. Access to Operation Support Systems (Continued)

    E.  Billing

        1.  CD-ROM                                 $249.57/CD-ROM          Not Applicable

        2.  Daily Usage File

           a.  Existing Message Recording          $.000262/Message        Not Applicable

           b.  Delivery of DUF

               Data Tape                           $17.40/Tape             $62.14/Programming
                                                                           Hour

               Network Data Mover                  $.000101/Message        Not Applicable

               CMDS                                $.000101/Message        $62.14/Programming
                                                                           Hour

           c.  DUF Transport

               9.6 kb Communications Port          $10.37/Month            $7,660.42/Port

               56 kb Communications Port           $28.63/Month            $31,727.40/Port

               256 kb Communications Port          $28.63/Month            $52,773.67/Port

               T1 Communications Port              $363.65/Month           $188,311.65/Port

               Line Installation                   Not Applicable          $62.14/Programming
                                                                           Hour

               Port Set-up                         Not Applicable          $9.98/Port

               Network Control Programming Coding  Not Applicable          $62.14/Programming
                                                                           Hour

XI. Exchange Access Service
    Interstate                                     Per BA-FCC Tariff NO. 1
    Intrastate                                     Per BA- NJ Tariff B.P.U.-N.J.-NO. 2, Access
                                                   Service

XII. Number Portability
    Interim (using RCF)                            $1.00/Number/Mo.        Not Applicable

    Permanent                                      Per permanent funding mechanism when
                                                   established.



12




Service or Element Description:                    Recurring Charges:      Non-Recurring Charge:
-------------------------------                    ------------------      ---------------------
                                                                     
XIII. 911/E911
    Transport                                                  Per section II above.

    Data Entry and Maintenance                                       No Charge

XIV.  Poles Conduits & ROW                         Per contract rates pursuant to 47 U.S.C.
                                                   sec. 224

                                                   Illustrative:

                                                     Duct: $5.00/Foot/Year

                                                     Pole: $4.52/Attachment/Year

XV. Network Interface Device (NID)                 $.68/Month              Not Applicable

XVI. Access to Telephone Numbers (NXX codes                          No Charge
issued per ICCF Code Administration Guidelines)

XVII. Local Dialing Parity                                           No Charge
XVIII. Customized Routing
    To Reseller Platform                           $.31086/Line/Month      $4.83/Line
    To BA Platform for Re-Branding                 .077715/Call(27)        $4.83/Line
    Customized Routing Transport                                Per section II above.


-----------------------
(27) See note 3 above.


13




Service or Element Description:                    Recurring Charges:      Non-Recurring Charge:
-------------------------------                    ------------------      ---------------------
                                                                     
XIX. Wholesale Discount for Resale of Retail Telecommunications Services(28)

    Resale of retail services if Covad provides    20.03%
    own operator services platform
    Resale of retail services if Covad uses ג–‡ג–‡ג–‡ג–‡   17.04%
    Atlantic operator services platform


-----------------------
(28) Excludes telecommunications services designed primarily for wholesale, such
as switched and special exchange access service, and, subject to Section 12 of
the Agreement, the following additional arrangements that are not subject to
resale: limited duration (90 days or less) promotional offerings, public coin
telephone service, and technical and market trials. Taxes shall be collected and
remitted by the reseller and BA in accordance with legal requirements and as
agreed between the Parties. Surcharges (e.g., 911, telecommunications relay
service, universal service fund) shall be collected by the reseller and either
remitted to the recipient agency or NECA, or passed through to BA for remittance
to the recipient agency or NECA, as appropriate and agreed between the Parties.
End user common line charges shall be collected by the reseller and remitted to
BA.

      Pending establishment of mechanized billing procedures adapted to resale,
BA will apply the wholesale discount for resale as a "bottom-of-the-ג–‡ג–‡ג–‡ג–‡"
discount rate and will utilize a "true-up" process to correct possible
inadvertent application of the wholesale discount to the exclusions identified
herein and to reflect other adjustments as the Parties agree.


14


B. Covad SERVICES, FACILITIES, AND ARRANGEMENTS:


Service or Element Description:                    Recurring Charges:      Non-Recurring Charge:
-------------------------------                    ------------------      ---------------------
                                                                     
I.  Local Call Termination(29)
    Traffic Delivered at End Office                $.001846/MOU            Not Applicable
    Traffic Delivered at Tandem
                                                   $.003738/MOU            Not Applicable

II. Number Portability
    Interim (using RCF)                            $1.00/Number/Mo.        Not Applicable
    Permanent                                      Per permanent funding mechanism when
                                                   established.

III. Exchange Access Service
    Interstate                                     Per Covad FCC exchange access tariff.
    Intrastate                                     Per Covad NJ tariff exchange access tariff.

IV. All Other Covad Services Available to BA       Available at Covad's tariffed or otherwise
for Purposes of Effectuating Local Exchange        generally available rates, not to exceed BA
Competition                                        rates for equivalent services available to
                                                   Covad.


-------------------------
(29) See note 28 regarding measurement and calculation of local traffic
termination charges.


28      LOCAL TRAFFIC TERMINATION RATES

A.      Charges by BA

        (a) Traffic delivered to BA Access Tandem:   $.003738 per mou.

        (b) Traffic delivered directly to terminating BA End Office:  $.001846
            per mou.

B.      Charges by Covad

1.      Single-tiered interconnection structure:

        Covad's rates for the termination of BA's Local Traffic under the
        single-tiered interconnection structure shall be recalculated once each
        year on each anniversary of the Effective Date (the "Rate Determination
        Date"). The methodology for recalculating the rates is as follows:

            Access Tandem Minutes = Total minutes of use of Local Traffic
            delivered by Covad to the BA Access Tandem for most recent billed
            quarter.

            End Office Minutes = Total minutes of use Local Traffic delivered by
            Covad directly to the terminating BA End Office for most recent
            billed quarter.

            Total Minutes = Total minutes of use of Local Traffic delivered by
            Covad to BA for most recent billed quarter.

        Covad Charge at the Covad-IP =

      (Access Tandem Minutes x $.003738) + (End Office Minutes x $.001846)
      --------------------------------------------------------------------
                                  Total Minutes

        For the first year after the Effective Date, the Covad charge shall be
        calculated based on the traffic data of the quarter immediately
        preceding such Effective Date, or if no such traffic exists, on the
        proportion of local call termination trunks to BA End Offices and to BA
        Access Tandems.

2.      Multiple-tiered interconnection structure (if offered by Covad to any
        carrier)

        (a) Local Traffic delivered to Covad Access Tandem: $.003738

        (b) Local Traffic delivered to terminating Covad End Office/node:
        $.001846

C.      Miscellaneous Notes

1. The Covad termination rate under the single-tiered interconnection structure
set forth above is intended to be a Local Traffic termination rate for
Interconnection to the Covad-IP within each LATA that is reciprocal and equal to
the actual rates that will be charged by BA to Covad under the two-tiered Local
Traffic termination rate structure described above that will apply after the
first anniversary of the Effective Date. The single Covad termination rate is
also intended to provide financial incentives to Covad to deliver traffic
directly to BA's terminating End Offices once Covad's traffic volumes reach an
appropriate threshold.


16


EXHIBIT B

                          BONA FIDE REQUEST PROCEDURES

1.    The following procedures shall apply to any Bona Fide Request submitted by
      Covad to BA for: (a) an Interconnection or access to an unbundled Network
      Element not otherwise provided hereunder at the time of such request, (b)
      an Interconnection or connection to a Network Element that is different in
      quality to that which BA provides to itself at the time of such request,
      (c) Collocation at a location other than a BA Central Office, and (d) such
      other arrangement, service, or Network Element for which a BFR is required
      under the Agreement. Items (a) through (d) above may be referred to
      individually as a "BFR Item." The BFR procedures set forth herein do not
      apply to those services requested pursuant to Report & Order and Notice of
      Proposed Rulemaking 91-141 (rel. October 19, 1992), Paragraph 259 and
      Footnote 603 or subsequent orders.

2.    A BFR shall be submitted in writing and shall include a technical
      description of each requested BFR Item, and a forecast (e.g. volume
      requested, locations, dates) for such Item.

3.    Covad may cancel a BFR at any time, but shall pay BA's reasonable and
      demonstrable costs of processing, implementing the BFR, and/or developing
      the BFR Item up to the date of cancellation, and any wind-up costs
      resulting therefrom.

4.    Within fifteen (15) business days of receipt of the BFR, BA will respond
      in one of the following ways:

      (a)   provide confirmation that the BFR is technically feasible and the
            date BA will deliver a price proposal, including a service
            description, pricing and an estimated schedule for availability;

      (b)   request a face-to-face meeting between technical representatives of
            both Parties to further explain the request;

      (c)   inform Covad that BA must do laboratory testing (at Covad's expense)
            to determine whether the request is technically feasible;

      (d)   inform Covad that BA must do field testing (at Covad's expense) to
            determine whether the request is technically feasible;

      (e)   inform Covad that it is necessary for the Parties to undertake a
            joint technical/operational field test (at Covad's expense) in order
            to determine both technical feasibility and operational cost
            impacts; or

      (f)   provide a written explanation that it is not technically feasible to
            comply with the request and/or the BFR Item does not qualify as one
            that is required to be


                                       1


            provided under the Act.

5.    Within ten (10) business days of receiving BA's response from Step 4(c),
      4(d), or 4(e), Covad shall:

      (a)   negotiate a mutually agreeable schedule for BA's testing and agree
            to pay BA for the testing costs, in the case of Steps 4(c) or (d);
            or

      (b)   negotiate a mutually agreeable schedule for joint
            technical/operational field testing, and agree to pay BA the costs,
            in the case of Step 4(e).

6.    Within ten (10) days of receiving BA's confirmation (from Step 4(a)),
      Covad shall:

      (a)   accept BA's price proposal date and agree to pay BA the cost of
            developing the proposal;

      (b)   negotiate a different date for BA to deliver the price proposal, and
            agree to pay BA the cost of developing the proposal; or

      (c)   abandon the request.

7.    Unless the Parties have agreed to another date, BA will deliver the BFR
      Item price proposal to Covad in response to Step 5 or Step 6 as soon as
      reasonably practicable, but no later than ninety (90) days from the date
      BA provided the price proposal date, unless such delivery is technically
      unreasonable given the nature of the BFR. The price proposal shall include
      a service description of the BFR Item, the costs, including costs
      associated with the development of the BFR Item, and an estimated
      availability schedule.

8.    Covad accepts BA's price proposal or negotiates mutually acceptable
      changes.

9.    BA makes the BFR Item available in accordance with Step 7.

10.   Unless the Parties otherwise agree, all prices shall be consistent with
      the pricing principles of the Act and any applicable FCC or Commission
      rules, regulations, or orders.

11.   If a Party to a BFR believes that the other Party is not requesting, or
      negotiating or processing the BFR in good faith, or disputes a
      determination, or price or cost quote, or is failing to act in accordance
      with Section 251 of the Act, such Party may seek mediation or arbitration
      by the Commission pursuant to Section 252 of the Act.


                                       2


                                                                       EXHIBIT C

                       DIRECTORY ASSISTANCE AND INTRALATA
                       CALL COMPLETION SERVICES AGREEMENT

      THIS AGREEMENT is made, effective this _____ day of _____________ 19___,
by and between ג–‡ג–‡ג–‡ג–‡ Atlantic - __________________, Inc., (hereinafter referred
to as "ג–‡ג–‡ג–‡ג–‡ Atlantic"), a __________________________ corporation, with offices
at _____________________________________, and _______________________________,
hereinafter referred to as "Carrier", a ______________________ corporation with
offices at _______________________________________.

1.    SCOPE AND TERM OF AGREEMENT

1.1 Scope This Agreement sets forth the terms and conditions which shall govern
the use of and payment for Directory Assistance (DA) Service and IntraLATA Call
Completion Service (hereinafter collectively referred to as "Services") to be
provided by ג–‡ג–‡ג–‡ג–‡ Atlantic, or its affiliated companies, to Carrier. Carrier
shall subscribe to and pay for Services for Carrier's local exchange customers
in the ___________ LATA(s).

1.2 Term The initial term of this Agreement shall be one (1) year and commence
as of 12:01 a.m. on the date first written above. At the end of this initial
term, or any subsequent renewal term, this Agreement shall automatically renew
for an additional period of one (1) year unless either party provides written
notice to the other of its intent to terminate at least three (3) months prior
to the expiration of the then current term.

2.    DESCRIPTION OF SERVICES

2.1   Directory Assistance (DA) Service

      a) Directory Assistance Service shall consist of 1) directory transport by
ג–‡ג–‡ג–‡ג–‡ Atlantic from the point of ג–‡ג–‡ג–‡ג–‡ Atlantic's interconnection with Carrier's
trunks to ג–‡ג–‡ג–‡ג–‡ Atlantic's designated DA locations, and 2) the provision of
telephone number listings by ג–‡ג–‡ג–‡ג–‡ Atlantic operators in response to calls from
Carrier's local exchange customers located in the LATA(s) designated in Section
1.1.

      b) A maximum of two requests for telephone numbers will be accepted per DA
call. A "DA call" as used in this Agreement shall mean a call answered by or
forwarded to ג–‡ג–‡ג–‡ג–‡ Atlantic, regardless of whether a telephone number is
requested, provided, or available. The listings that will be available to
Carrier's customers are those telephone numbers that are listed in ג–‡ג–‡ג–‡ג–‡
Atlantic's DA records for the LATA(s) designated in Section 1.1.

2.2   IntraLATA Call Completion Service IntraLATA Call Completion Service


consists of the live and automated local and toll call completion services
specified in Appendix B, including the completion of collect, card and
ג–‡ג–‡ג–‡ג–‡-to-third party calls; busy line verification; customer requested interrupt;
and other assistance to Carrier's local exchange customers located in the
LATA(s) designated in Section 1.1.

2.3 Branding Branding is a service that permits the Carrier to deliver a
customized announcement to its callers, identifying the Carrier as the customer
service provider. Carrier shall provide the information required by ג–‡ג–‡ג–‡ג–‡
Atlantic to create this announcement. Branding also requires that the Carrier
maintain dedicated trunking arrangements to the designated ג–‡ג–‡ג–‡ג–‡ Atlantic DA or
operator switch locations.

2.4 End User Billing ג–‡ג–‡ג–‡ג–‡ Atlantic will provide Carrier with unrated EMR records
for use in the billing of Carrier's end users for Services. The rating, billing,
and settlement of end-user charges for the calls are the responsibility of
Carrier.

2.5 Service Methods ג–‡ג–‡ג–‡ג–‡ Atlantic agrees to provide Services in accordance with
ג–‡ג–‡ג–‡ג–‡ Atlantic's service standards and methods. ג–‡ג–‡ג–‡ג–‡ Atlantic will notify Carrier
in writing of any significant policy changes to operator services or directory
assistance standards and methods prior to implementation.

2.6 Customized Service Features and Options Carrier may request custom-designed
service features or optional services to be provided in conjunction with the
Services hereunder. Upon mutual agreement of the parties, such features and
options will be provided pursuant to this Agreement. ג–‡ג–‡ג–‡ג–‡ Atlantic, if
requested, shall provide Carrier with an estimate of the charges for such
custom-designed supplements, changes, or options prior to implementation.

3.    COMMENCEMENT AND IMPLEMENTATION OF SERVICE

3.1 Required Information Each party shall make good-faith efforts to carry out
its respective responsibilities in meeting a jointly established schedule for
implementation. All records and other required information specified in Appendix
C, as well as a completed Technical Questionnaire, will be furnished by Carrier
at least ninety (90) days prior to the commencement of Services (i.e., the
Cutover Date described in Section 3.2.) Notices of any changes, additions, or
deletions to such records and information shall be provided promptly in writing
by Carrier to ג–‡ג–‡ג–‡ג–‡ Atlantic. ג–‡ג–‡ג–‡ג–‡ Atlantic will review these change requests and
determine any potential impact on the cutover date. Written confirmation of any
impact will be provided to Carrier.

3.2 Cutover Date The Cutover Date for Service(s) provided under this Agreement
shall be the date on which the Service(s) shall be available to all of Carrier's
local exchange customers in the LATA(s) designated in Section 1.1.

3.3 Service Review Meetings ג–‡ג–‡ג–‡ג–‡ Atlantic will meet and confer with Carrier
during the term of this Agreement to review and discuss the Services provided
under this


Agreement. The times for meetings will be established by mutual agreement of the
parties.

4.    EQUIPMENT AND FACILITIES

4.1 ג–‡ג–‡ג–‡ג–‡ Atlantic will establish and maintain such access equipment and related
facilities as may be necessary to perform the Services under this Agreement,
provided that Carrier furnishes ג–‡ג–‡ג–‡ג–‡ Atlantic the information specified in
Appendix C, and any changes in such information, in a timely and accurate
manner. Any additional services that Carrier seeks during the term of this
Agreement will be subject to mutual agreement and the availability of facilities
and equipment.

4.2 Carrier will provide and maintain such equipment within its premises as is
necessary to permit ג–‡ג–‡ג–‡ג–‡ Atlantic to perform the agreed-upon Services in
accordance with ג–‡ג–‡ג–‡ג–‡ Atlantic standard equipment operation and traffic operation
procedures.

4.3   Carrier Transport and Switched Access Connection

      a) Carrier shall, at its expense, arrange for and establish the trunking
and other transport, interface, and signaling arrangements required by ג–‡ג–‡ג–‡ג–‡
Atlantic to provide Services to Carrier. Separate dedicated trunks for each NPA
or LATA may be required. Any trunks or other transport and access that Carrier
obtains from ג–‡ג–‡ג–‡ג–‡ Atlantic to deliver Carrier's calls to ג–‡ג–‡ג–‡ג–‡ Atlantic shall be
provided pursuant to the applicable tariffs or other contractual arrangements,
and not under this Agreement. ג–‡ג–‡ג–‡ג–‡ Atlantic agrees to coordinate the scheduling
of Services to be provided under this Agreement with the scheduling of any
trunking or related services provisioned by ג–‡ג–‡ג–‡ג–‡ Atlantic under such tariffs or
other contractual arrangements.

      b) Carrier shall specify the number of trunks required for Services.
Carrier must provide trunks with operator services signaling directly to the
locations designated by ג–‡ג–‡ג–‡ג–‡ Atlantic. ג–‡ג–‡ג–‡ג–‡ Atlantic shall provide Carrier at
least three (3) months advance notice in the event of any change in a designated
location.

5.    PAYMENT FOR  SERVICES

5.1 Rates Carrier agrees to subscribe to and pay for the Services and options
selected in Appendix A. Carrier shall pay the rates set forth in Appendix A,
subject to such obligations as ג–‡ג–‡ג–‡ג–‡ Atlantic may have under the
Telecommunications Act of 1996, and the FCC and state regulations and decisions
thereunder, to set cost-based rates for unbundled network elements.
Specifically, when a regulatory body of competent jurisdiction has duly approved
the rates under which ג–‡ג–‡ג–‡ג–‡ Atlantic is required to provide Services to
competitive local exchange carriers (hereinafter referred to as "CLEC rates"),
ג–‡ג–‡ג–‡ג–‡ Atlantic shall charge, and Carrier shall pay, such CLEC rates for the
applicable Services.

5.2 Settlements Carrier shall render payment to ג–‡ג–‡ג–‡ג–‡ Atlantic net thirty (30)
calendar days from the date of delivery of the Services or from the date of
billing for the Services,


whichever occurs later. Carrier shall pay interest on any amount overdue at the
rate specified for late payments in the Interconnection Agreement between ג–‡ג–‡ג–‡ג–‡
Atlantic and Carrier.

5.3   Billing Disagreements

      a) Carrier may, in good faith, dispute part or all of an invoice provided
by ג–‡ג–‡ג–‡ג–‡ Atlantic. To dispute an invoice, Carrier must provide ג–‡ג–‡ג–‡ג–‡ Atlantic with
a written explanation of the questioned charges for consideration within thirty
(30) days of receipt of the invoice. ג–‡ג–‡ג–‡ג–‡ Atlantic will respond to Carrier's
claim within thirty (30) days of receipt of the explanation.

      b) The parties agree to negotiate any dispute in good faith to reach a
satisfactory resolution of the dispute no later than ninety (90) days after
Carrier's receipt of the invoice. Carrier shall have no obligation to pay
interest on a disputed amount while a resolution is being negotiated during this
period. In the event that the dispute is not resolved at the account manager
level within forty five (45) days after receipt of Carrier's claim, the parties
agree to submit the dispute to an Intercompany Review Board for resolution. The
Intercompany Review Board shall consist of two representatives from each party
who are authorized to resolve the dispute on behalf of their respective
companies. The Intercompany Review Board shall conduct a joint conference to
review the parties' respective positions and to resolve the dispute.

      c) Upon the resolution of the dispute, an appropriate adjustment of
billing shall be made by ג–‡ג–‡ג–‡ג–‡ Atlantic. ג–‡ג–‡ג–‡ג–‡ Atlantic shall apply any reductions
in the invoiced amount as a credit. Carrier shall promptly pay any amounts the
parties agree are due with interest thereon under Section 5.2 retroactive to the
date of the original invoice. If no resolution is reached within the specified
90-day period, either party may pursue such other remedies and recourse as are
otherwise available under law or this Agreement.

5.4 Taxes The rates specified in this Agreement are exclusive of all taxes,
duties, or similar charges imposed by law. Carrier shall be liable for and shall
reimburse ג–‡ג–‡ג–‡ג–‡ Atlantic for any sales, use, excise, or other taxes applicable to
the Services performed under this Agreement.

5.5 Carrier's Customers Carrier shall be responsible for all contacts and
arrangements with its customers concerning the provision and maintenance, and
the billing and collection, of charges for Services furnished to Carrier's
customers.

6.    DEFAULTS AND REMEDIES

6.1 Defaults If Carrier defaults in the payment of any amount due hereunder, or
if ג–‡ג–‡ג–‡ג–‡ Atlantic materially fails to provide Services as agreed hereunder, and
such default or failure shall continue for thirty (30) days after written notice
thereof, the other party may terminate this Agreement with thirty (30) days
written notice.


6.2 Carrier Remedies In the event that ג–‡ג–‡ג–‡ג–‡ Atlantic, through negligence or
willful misconduct, fails to provide the Services selected and contracted for
under this Agreement, ג–‡ג–‡ג–‡ג–‡ Atlantic shall pay Carrier for Carrier's direct
damages resulting from such failure, up to an amount not to exceed the charges
payable under this Agreement for the Services affected.

6.3 Discontinuance by Carrier In the event that Carrier discontinues using
Services, either in part or in whole, prior to expiration of the then current
term and such discontinuance is not due to ג–‡ג–‡ג–‡ג–‡ Atlantic's material failure to
provide Services, Carrier shall pay ג–‡ג–‡ג–‡ג–‡ Atlantic an amount equal to the average
monthly charges for the six-month period immediately preceding the
discontinuance multiplied by the number of months remaining in the then-current
term. If Services have been provided for a period of less than six months,
Carrier shall pay the charges for the month with the highest usage multiplied by
the number of months remaining in the then-current one year term. If Carrier
terminates this Agreement prior to the Cutover Date, Carrier shall pay ג–‡ג–‡ג–‡ג–‡
Atlantic the greater of the following: (i) all reasonable and necessary costs
already incurred by ג–‡ג–‡ג–‡ג–‡ Atlantic in preparation for the commencement of
services, or (ii) the sum of fifty thousand dollars ($50,000).

6.4 Other Remedies THE EXTENT OF LIABILITY ARISING UNDER THIS AGREEMENT SHALL BE
LIMITED AS DESCRIBED IN SECTIONS 6.1, 6.2 AND 6.3 ABOVE. IN NO EVENT SHALL
EITHER PARTY BE LIABLE FOR ANY OTHER LOSS, COST, CLAIM, INJURY, LIABILITY, OR
EXPENSE RELATED TO OR ARISING OUT OF THIS AGREEMENT OR THE SERVICES PROVIDED
HEREUNDER INCLUDING, BUT NOT LIMITED TO, ANY INCIDENTAL, SPECIAL, INDIRECT, OR
CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF REVENUE OR PROFIT,
WHETHER RECOVERY IS SOUGHT IN TORT, CONTRACT, OR OTHERWISE, EVEN IF EITHER PARTY
HAD NOTICE OF SUCH DAMAGES.

7.    CONFIDENTIAL INFORMATION

7.1 Confidentiality The parties agree that all confidential and proprietary
information that is marked as specified in Section 7.2 and that is disclosed by
either party to the other party for the purposes of this Agreement, including
rates and terms, shall be treated as confidential unless a) such information was
previously or becomes known to the receiving party free of any obligation to
keep it confidential, b) has been or is subsequently made public by the
disclosing party, or c) is required to be disclosed by law. The receiving party
shall not, except in the performance of the Services under this Agreement or
with the express prior written consent of the other party, disclose or permit
access to any confidential information to any other parties. The parties agree
to advise their respective employees, agents, and representatives to take such
action as may be advisable to preserve and protect the confidentiality of such
information.


7.2 Marking of Confidential Information All information the disclosing party
considers proprietary or confidential, if in writing or other tangible form,
shall be conspicuously labeled or marked as "Proprietary" and/or "Confidential"
and, if oral, shall be identified as proprietary at the time of disclosure and
promptly confirmed in writing. Either party shall have the right to correct any
inadvertent failure to designate information as proprietary by written
notification within ten (10) days following disclosure.

8.    RELATIONSHIP OF THE PARTIES

8.1 Independent Contractors ג–‡ג–‡ג–‡ג–‡ Atlantic and Carrier shall be independent
contractors under this Agreement, and all services under this Agreement shall be
performed by ג–‡ג–‡ג–‡ג–‡ Atlantic as an independent contractor and not as an agent of
Carrier.

8.2 Responsibility for Employees and Agents All persons furnished by ג–‡ג–‡ג–‡ג–‡
Atlantic shall be considered solely ג–‡ג–‡ג–‡ג–‡ Atlantic's employees or agents, and
ג–‡ג–‡ג–‡ג–‡ Atlantic shall be responsible for compliance with all laws, rules, and
regulations relating to such persons including, but not limited to, hours of
labor, working conditions, workers' compensation, payment of wages, benefits,
unemployment, social security and other payroll taxes. Each party's employees
and agents, while on premises of the other, shall comply with all rules and
regulations, including any applicable security procedures and safeguarding of
confidential data.

9.    GENERAL CONDITIONS

9.1 Assignment Neither party may assign or delegate its rights and obligations
under this Agreement without the prior written consent of the other party,
except that either party may assign this Agreement, without such consent, to its
parent, affiliate or subsidiary, provided that the assignee has the resources,
legal authority, and ability to perform all terms of this Agreement. Thirty (30)
days advance notice of such assignment shall be provided to the other party.

9.2 Choice of Law The validity, construction and performance of this Agreement
shall be governed by the laws of the State of Delaware.

9.3 Compliance with Laws Each party shall comply with all applicable federal,
state, county and local laws, ordinances, regulation, rules and codes in the
performance of this Agreement. Neither party shall be liable to the other for
termination of this Agreement or any services to be provided hereunder
necessitated by compliance with any law, rule, regulation or court order of a
duly authorized governmental body.

9.4 Contingency Neither party shall be held responsible or liable to the other
for any delay or failure in performance caused by fires, strikes, embargoes,
requirements imposed by Government regulation, civil or military authorities,
act of God or by the public enemy, or other causes beyond the control of Carrier
or ג–‡ג–‡ג–‡ג–‡ Atlantic. If such a contingency occurs, the party injured by the other's
inability to perform may: a) terminate the affected


services or part thereof not already rendered; or b) suspend the affected
services or part thereof for the duration of the delaying cause and resume
performance once the delaying causes cease.

9.5 Licenses No licenses, expressed or implied, under any patents, copyrights,
trademarks or other intellectual property rights are granted by ג–‡ג–‡ג–‡ג–‡ Atlantic to
Carrier under this Agreement.

9.6 Notices Except as otherwise specified in this Agreement, any notice required
or permitted under this Agreement shall be in writing and shall be given to the
other party at the address designated below by hand delivery, registered
return-receipt requested mail, or nationally recognized courier service:

            For ג–‡ג–‡ג–‡ג–‡ Atlantic:
                              ------------------------------------
                              ------------------------------------
                              ------------------------------------
                              ------------------------------------

            For Carrier:
                              ------------------------------------
                              ------------------------------------
                              ------------------------------------
                              ------------------------------------

The above addresses may be changed by giving thirty (30) calendar days prior
written notice as prescribed above. Notice shall be deemed to have been given or
made on the date of delivery if received by hand, or express courier, and three
days after delivery to the U.S. Postal Service, if mailed.

9.7 Publicity ג–‡ג–‡ג–‡ג–‡ Atlantic and Carrier agree not to publish any advertising,
sales promotions, or press releases that promote or otherwise relate to the
services provided under this Agreement and include the other party's name,
logos, trademarks, or service marks, unless it obtains the other party's prior
written consent, except that either party may disclose the fact that ג–‡ג–‡ג–‡ג–‡
Atlantic provides directory assistance and/or operator services to Carrier
without such prior review or approval.

9.8 Severability If any provision of this Agreement or the application of any
provision shall be held by a tribunal of competent jurisdiction to be contrary
to law or unenforceable, the remaining provisions of this Agreement shall
continue in full force and effect.

9.9 Survival All obligations hereunder, incurred by either ג–‡ג–‡ג–‡ג–‡ Atlantic or
Carrier prior to the cancellation, termination, or expiration of this Agreement
shall survive such


cancellation, termination or expiration.

9.10 Captions and Section Headings The captions and section headings in this
Agreement are for convenience only and do not affect the meaning or
interpretation of this Agreement.

9.11 Duplicate Originals This Agreement may be executed separately by the
parties in one or more counterparts. Each duplicate executed shall be deemed an
original, and all together shall constitute one and the same document.

9.12 Entire Agreement The terms and conditions of this Agreement, including the
Appendices attached to this Agreement, constitute the entire Agreement between
ג–‡ג–‡ג–‡ג–‡ Atlantic and Carrier relating to the subject matter of this Agreement, and
supersede any and all prior or contemporaneous understandings, promises or
representations, whether written or oral, between the parties relating to the
subject matter of this Agreement. Any waiver, modification or amendment of any
provision of this Agreement, or of any right or remedy hereunder, shall not be
effective unless made in writing and signed by both parties.

IN WITNESS WHEREOF, the parties agree that the effective date of this Agreement
is the date first written above, and each party warrants that it has caused this
Agreement to be signed and delivered by its duly authorized representative.


FOR ג–‡ג–‡ג–‡ג–‡ ATLANTIC -                   FOR CARRIER
________________________, INC.

Name: _________________________       Name: __________________________

Title: ________________________       Title: _________________________

Signature: ____________________       Signature: _____________________

Date: _________________________       Date: __________________________


                                                                     APPENDIX  A

                                  ג–‡ג–‡ג–‡ג–‡ ATLANTIC
                         CARRIER SERVICE SELECTION FORM

                         Please select desired services.



-------------------------------------------------------------------------------------------
                         MINIMUM                                              SERVICE
       SERVICE           SERVICE                     CHARGE                  SELECTION
                         PERIOD
-------------------------------------------------------------------------------------------
                                                                  
Directory Assistance    12 months      $______/call (Directory                 Yes No
(ADAS)                                 Transport charges below)
-------------------------------------------------------------------------------------------
IntraLATA Call          12 months      Live:  $______/op work second           Yes No
Completion Operator                    Automated:  $______/auto wk sec
Services                               LIDB:    $______/query
-------------------------------------------------------------------------------------------
Directory Assistance       non-        $_________ per switch                   Yes No
Branding               recurring fee
-------------------------------------------------------------------------------------------
Operator Services          non-        $_________ per switch                 Branding is
Branding               recurring fee                                       required for OS
-------------------------------------------------------------------------------------------


Directory Transport charges are as follows. (Call miles are measured from the BA
Wire Center serving Carrier's premises to the Directory Assistance location.)

                                              Rate Per Directory Assistance Call
                                              ----------------------------------
      Tandem-Switched Transport
            Fixed ....................................... $________
            Per mile .................................... $________
      Tandem Switching .................................. $________

Note: Trunking, daily usage file, and switched access costs are not included in
the above rates.


                                                                      APPENDIX B

             INTRALATA CALL COMPLETION OPERATOR SERVICES CALL TYPES

IntraLATA Call Completion Operator Services may include the following:

a.    Calling Card
      (i) Live: ג–‡ג–‡ג–‡ג–‡ Atlantic operator keys the calling card number and call
      details into the system, secures validation, and releases the call to the
      network.

      (ii) Automated: Caller keys the calling number and call details in
      response to automated prompts. ג–‡ג–‡ג–‡ג–‡ Atlantic secures validation and
      releases the call to the network.

b.    Collect
      (i) Live: ג–‡ג–‡ג–‡ג–‡ Atlantic operator obtains the calling party's name, keys
      the call details if necessary, announces the call to the called party,
      waits for acceptance, and releases the call to the network.

      (ii) Automated: Caller provides name and call details. ג–‡ג–‡ג–‡ג–‡ Atlantic's
      automated system obtains called party's consent and releases the call to
      the network.

c.    Billed To A Third Party
      (i) Live: ג–‡ג–‡ג–‡ג–‡ Atlantic operator requests the calling party's name, keys
      the call details if necessary, calls the third party to verify acceptance
      of billing, and upon acceptance, releases the call to the network.

      (ii) Automated: Caller provides name, call details, and billing number.
      ג–‡ג–‡ג–‡ג–‡ Atlantic's automated system verifies billed number and releases the
      call to the network.

d.    Person-to-Person
      ג–‡ג–‡ג–‡ג–‡ Atlantic operator requests the person or department the calling party
      has specified, ensures the appropriate party has been reached (person or
      department), and releases the call to the network.

e.    Coin Sent Paid
      ג–‡ג–‡ג–‡ג–‡ Atlantic operator keys the call details if necessary, requests the
      initial deposit, and upon deposit, releases the call to the network.


f.    Miscellaneous Call Assistance (Live)
      (i) 0- Calls: ג–‡ג–‡ג–‡ג–‡ Atlantic operator provides caller with dialing
      instructions or assistance, transfers emergency calls, or refers questions
      to the business office or repair service.

      (ii) Dialing Assistance & Intervention: ג–‡ג–‡ג–‡ג–‡ Atlantic operator dials a
      number for a caller who is unwilling to dial directly or is encountering
      trouble (such as wrong number, poor transmission, or cutoff), and who
      requests a credit or reconnection.

      (iii) Time and Charges: ג–‡ג–‡ג–‡ג–‡ Atlantic operator provides caller with time
      and charges at the end of conversation, if requested.

      (iv) Individuals with Disabilities: ג–‡ג–‡ג–‡ג–‡ Atlantic operator assists a
      caller requiring dialing assistance due to a disability.

g.    Busy-Line Verification
      ג–‡ג–‡ג–‡ג–‡ Atlantic operator determines if the number specified by the customer
      is in use, idle, or out of order. Appropriate facilities and equipment may
      be required from the Carrier to enable verification of Carrier's lines.

h.    Customer-Requested Interrupt
      At the caller's request, ג–‡ג–‡ג–‡ג–‡ Atlantic operator interrupts conversation in
      progress on a line that is in use, as verified through Busy-Line
      Verification.

i.    Operator Number Identification (ONI)  Requests
      ג–‡ג–‡ג–‡ג–‡ Atlantic operator requests the calling telephone number, keys the
      number into the system for identification, and releases the call for
      processing.

j.    Automated Coin Toll Service (ACTS)
      ג–‡ג–‡ג–‡ג–‡ Atlantic will provide automated messages for intraLATA toll calls
      that originate from coin phones. The messages will prompt callers for the
      correct change and record the change upon deposit. If a caller fails to
      deposit the correct amount within the time threshold (set by ג–‡ג–‡ג–‡ג–‡
      Atlantic), the call will default to a live operator.

k.    Validation Services
      ג–‡ג–‡ג–‡ג–‡ Atlantic will launch queries for the validation of all calling card
      calls, collect calls, and billed-to-third number calls to a Line
      Information Data Base (LIDB). The validation costs for queries of LIDB are
      separate from the individual call rates. ג–‡ג–‡ג–‡ג–‡ Atlantic will also launch
      queries for validations to another company's LIDB if that company has a
      card honoring agreement with ג–‡ג–‡ג–‡ג–‡ Atlantic.


                                                                      APPENDIX C

                              REQUIRED INFORMATION

Carrier shall furnish ג–‡ג–‡ג–‡ג–‡ Atlantic all information required by ג–‡ג–‡ג–‡ג–‡ Atlantic to
establish and maintain the Services to be provided to Carrier, including a
completed Technical Questionnaire. Such required information includes, but is
not limited to, the following:

1.    Central office exchange names
2.    Usage forecasts
3.    Local central office characteristics
4.    Trunking arrangements and trunk group types
5.    Emergency reporting system and procedures
6.    Business office information
7.    Repair service information
8.    Name and address request information
9.    Tariffs and rate information
10.   Customer dialing capabilities
11.   Access to EMR records
12.   Desired branding announcement (if applicable)
13.   Carrier's estimated start date of Services
14.   Access Service Requests (ASRs) for trunking and translations

Note: ASRs are not to be submitted by Carrier until Carrier and ג–‡ג–‡ג–‡ג–‡ Atlantic
have reviewed the Technical Questionnaire.


                                                                      APPENDIX D

                         OPTIONAL SERVICE SELECTION FORM

                                         MINIMUM                    SERVICE
               SERVICE                SERVICE PERIOD    CHARGE     SELECTION
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
Directory Assistance Call Completion     6 months     $___/call      Yes No
--------------------------------------------------------------------------------


EXHIBIT D

INTRALATA TELECOMMUNICATIONS SERVICES SETTLEMENT AGREEMENT

      This Agreement is entered into as of _______________ , 1997, by and
between ג–‡ג–‡ג–‡ג–‡ Atlantic - _______________, Inc., a ___________ corporation, with
principal offices located at ______________________________ ("BA-__"), and
___________________________, a ______________ corporation, with principal
offices located at ________________________
____________________________________________________ ("Carrier").

                                    SECTION I

                                      SCOPE

      This Agreement sets forth the terms and conditions for the following:

      (a) administering and processing messages in the intraLATA Toll
Originating Responsibility Plan ("ITORP"); and

      (b) the settlement of compensation for the following telecommunications
traffic within a BA-__ LATA:

                  (1) intrastate and interstate intraLATA traffic terminated to
            Carrier and originated by an Independent Telephone Company or
            wireless carriers that transits the facilities of BA-__ within a
            BA-__ LATA, including Message Telecommunications Service and Local
            Exchange Service (the "ITORP Transit Service Traffic");

            (2) intrastate and interstate intraLATA Message Telecommunications
            Service and Local Exchange Service traffic which originates from a
            Certified Local Exchange Carrier or Carrier, transits BA-PA's
            network and terminates to Carrier, or a wireless carrier or an
            Exchange Carrier other than BA-__, which traffic is subject to a
            Meet-Point Billing arrangement (the "Meet-Point Transit Service
            Traffic");

            (3) intraLATA 800/888 Service Traffic; and

            (4) intraLATA Alternately Billed Calls billed to a line-based
            telephone number within the state where the call is originated.

      By way of clarification, this Agreement does not cover the following: (x)
traffic that does not use BA-__ facilities; (y) interLATA traffic; and (z) any
statewide services (whether interLATA or intraLATA) provided entirely by an
Interexchange Carrier such as statewide WATS.


EXHIBIT D

                                   SECTION II

                                   DEFINITIONS

For purposes of this Agreement, the terms set forth below shall have the
following meaning:

            A. 800/888 Number Database shall mean the call management service
            database that provides POTS telephone number translation or routing
            information or both for a given 800/888 telephone number.

      B.    800/888 Service Traffic means a toll free call originating with the
            Originating Company and billed to the Terminating Company's end
            user. 800/888 service MOUs are recorded by the Originating Company
            and provided to the Terminating Company so that it can ג–‡ג–‡ג–‡ג–‡ its end
            user(s).

            C. Access Tandem shall mean a switching entity that is used to
            connect and switch trunk circuits between and among End Offices and
            between and among End Office switches and carriers' aggregation
            points, points of termination, or points of presence, which entity
            has billing and recording capabilities that are used to provide
            switched Exchange Access services.

            D. Alternately Billed Calls shall mean all intraLATA land-line
            Collect Calls, Calling Card Calls and Third-Number Calls that
            originate and terminate in the _________ of _____________ and are
            billed to a line-based number within the jurisdiction of the
            __________ of _____________ serviced by the Billing Company.
            Alternately Billed Calls are identified in ITORP reports as
            "Received Collect/Sent Collect Calls".

            E. Basic 800/888 Number Query shall mean routing information
            obtained from an 800/888 Number Database for originating 800/888
            calls.

            F. Billing Company shall mean the Local Exchange Carrier that
            provides the local telephone exchange service for the number to
            which an Alternately Billed Call is to be billed.

            G. Calling Card Call shall mean a call billed to a pre-assigned end
            user line-based billing number, including calls dialed or serviced
            by an operator system.

      H.    Carrier Common Line Facilities means the facilities from the end
            user's premises to the End Office used to originate or terminate
            Transit Service Traffic and 800/888 Service Traffic. Such carrier
            common line facilities are as specified in each party's Exchange
            Access Tariff.


2


EXHIBIT D

            I. Category 01 shall mean the EMR/billing record for usage charges
            applicable to the terminating 800/888 number service subscriber.

            J. Category 08 shall mean the EMR/copy record containing the
            information necessary for Carrier to ג–‡ג–‡ג–‡ג–‡/settle intraLATA
            terminating charges with other carriers.

            K. Category 11 shall mean the EMR/access record containing
            information necessary for Carrier to ג–‡ג–‡ג–‡ג–‡/settle interexchange
            access charges.

            L. CCS/SS7 shall mean the Common Channel Signaling/Signaling System
            7, which refers to the packet-switched communication, out-of-band
            signaling architecture that allows signaling and voice to be carried
            on separate facilities, and thus is a signaling network that is
            common to many voice channels. There are two modes of operation
            defined for CCS/SS7: database query mode, and trunk signaling mode.

            M. Centralized Message Distribution System (CMDS) shall mean the
            message processing system which handles the distribution of Message
            Records from the Earning Company to the Billing Company.

      N.    Certified Local Exchange Carrier (CLEC) means a carrier certified by
            the ____________ ____________to provide Local Exchange Access
            services within the BA-__ operating territory in that state.

            O. Collect Call shall mean a non-sent paid call that is billed to
            the number receiving the call, including calls dialed or serviced by
            an operator system.

      P.    Discounted Toll Services means services in which the originating end
            user is charged a rate less than would normally be assessed for
            calls placed to similar points outside the end user's local calling
            area.

            Q. Earning Company shall mean the Local Exchange Carrier that
            provides local telephone exchange service for the number from which
            an Alternately Billed Call originates.

      R.    End Office means the end office switching and end user line
            termination facilities used to originate or terminate switched
            intraLATA telecommunications services traffic.

      S.    Exchange means a geographic area established for the furnishing of
            local telephone service under a local tariff. It usually embraces a
            city, town or village and its


3


EXHIBIT D

            environs. It consists of one or more wire centers together with the
            associated facilities used in furnishing communications service
            within the area.

      T.    Exchange Access means the facilities and services used for the
            purpose of originating or terminating interexchange
            telecommunications in accordance with the schedule of charges,
            regulations and conditions specified in lawfully established
            Exchange Access Tariffs.

      U.    Exchange Access Tariffs means the tariffs lawfully established with
            the Federal Communications Commission or the _____________
            ___________________ by an Exchange Carrier for the provision of
            Exchange Access facilities and services.

      V.    Exchange Carrier shall mean a carrier licensed to provide
            telecommunications services between points located in the same
            Exchange area.

            W. Exchange Message Record (EMR) shall mean the standard used for
            exchange of telecommunications message information among Local
            Exchange Carriers for billable, non-billable, sample, settlement and
            study data. EMR format is described in BR-010-200-010 ג–‡ג–‡ג–‡ג–‡ Exchange
            Message Record, a ג–‡ג–‡ג–‡ג–‡ Communications Research, Inc. document that
            defines industry standards for Exchange Message Records, which is
            hereby incorporated by reference.

      X.    ITORP Transit Service Traffic shall have the meaning set forth in
            Section I above titled "Scope".

      Y.    Independent Telephone Company shall mean any entity other than BA-__
            which, with respect to its operations within the ___________ of
            __________________, is an incumbent Local Exchange Carrier.

      Z.    Inter-Company Net Billing Statement shall mean the separate monthly
            financial reports issued by BA-__ under ITORP to the Exchange
            Carriers for settlement of amounts owed.

      AA.   IntraLATA Toll Originating Responsibility Plan (ITORP) shall mean
            the information system owned and administered by BA-__ for
            calculating charges between BA-__ and Local Exchange Carriers for
            termination of intraLATA calls.

      BB.   Interexchange Carrier (IXC) means a carrier that provides, directly
            or indirectly, interLATA or intraLATA telephone toll services.

      CC.   Local Access and Transport Area (LATA) means a contiguous geographic
            area: (1) established before the date of enactment of the
            Telecommunications Act of 1996 by BA-__ such that no Exchange area
            includes points within more than one


4


EXHIBIT D

            metropolitan statistical area, consolidated metropolitan statistical
            area, or state, except as expressly permitted under the AT&T Consent
            Decree; or (2) established or modified by BA-__ after such date of
            enactment and approved by the Federal Communications Commission.

      DD.   Local Exchange Carrier (LEC) means any person that is engaged in the
            provision of Local Exchange Service or Exchange Access. Such term
            does not include a person insofar as such person is engaged in the
            provision of a commercial mobile service under Section 332 (c) of
            the Telecommunications Act of 1996, except to the extent that the
            Federal Communications Commission finds that such service should be
            included in the definition of such term.

      EE.   Local Exchange Service means telecommunications services provided
            between points located in the same LATA.

      FF.   Meet -Point Billing (MPB) means an arrangement whereby two or more
            LECs jointly provide to a third party the transport element of a
            switched access Local Exchange Service to one of the LECs' End
            Office switches, with each LEC receiving an appropriate share of the
            transport element revenues as defined by their effective Exchange
            Access tariffs.

      GG.   Meet-Point Transit Service Traffic shall have the meaning set forth
            in Section 1, "Scope".

      HH.   Message Records shall mean the message billing record in Exchange
            Message Record format.

      II.   Message Telecommunications Service (MTS) means message toll
            telephone communications, including Discounted Toll Services,
            between end users in different Exchange areas, but within the same
            LATA, provided in accordance with the schedules of charges,
            regulations and conditions specified in lawfully applicable tariffs.

      JJ.   Minutes of Use (MOU) means the elapsed time in minutes used in the
            recording of Transit Service Traffic and 800/888 Service Traffic.

      KK.   Multiple ג–‡ג–‡ג–‡ג–‡/Single Tariff means the MPB method whereby each LEC
            prepares and renders its own Meet Point ג–‡ג–‡ג–‡ג–‡ in accordance with its
            own tariff(s) for the portion of the jointly-provided Exchange
            Access service which the LEC provides.

      LL.   Multiple Exchange Carrier Access Billing (MECAB) means the document
            prepared by the Billing Committee of the Ordering and Billing Forum,
            which functions under the auspices of the Carrier Liaison Committee
            of the Alliance for


5


EXHIBIT D

            Telecommunications Industry Solutions, and published by Bellcore as
            Special Report SR-BDS-000983, which document contains the
            recommended guidelines for the billing of an Exchange Access service
            provided by two or more LECs, or by one LEC in two or more states,
            within a single LATA, and is incorporated herein by reference.

            MM. Originating Company means the company which originates intraLATA
            MTS or Local Exchange Service on its system. (For compensation
            purposes, the Originating Company shall be considered the
            Terminating Company for 800/888 Service Traffic.)

            NN. Terminating Company means the company which terminates intraLATA
            MTS or Local Exchange Service on its system where the charges for
            such services are collected by the Originating (or Billing) Company.
            (For compensation purposes, the Terminating Company shall be
            considered the Originating Company for 800/888
            Service Traffic.)

            OO. Third-Number Call shall mean a call billed to a subscriber's
            line-based billing number which is not the number to which the call
            either terminates or originates.

      PP.   Transit Traffic shall refer to both ITORP Transit Service Traffic
            and Meet-Point Transit Service Traffic.

      QQ.   Transiting Company shall mean a Local Exchange Carrier which
            transports intraLATA telecommunications traffic on its system
            between an Originating Company and a Terminating Company.

      RR.   Transport Facilities means the facilities from the End Office to a
            tandem switching facility used to originate or terminate switched
            intraLATA telecommunication services traffic.

                                   SECTION III

                         SETTLEMENT OF TRANSIT SERVICES

      (a)  ITORP Transit Service Traffic.

      (1) Call Routing and Recording; Billing Percentages. BA-__ will route
ITORP Transit Service Traffic over the combined local and toll trunk groups
between BA-__ and Carrier. BA-__


6


EXHIBIT D

and Carrier agree to designate the points of interconnection for the purpose of
terminating ITORP Transit Service Traffic which originates from an Independent
Telephone Company or wireless carrier and terminates to Carrier. Both parties
further agree to develop and file mutually agreed to billing percentages
applicable to ITORP Transit Service Traffic in the National Exchange Carrier
Association F.C.C. Tariff No. 4, which billing percentages shall be calculated
in accordance with ITORP guidelines.

      (2) Exchange of Billing Data. The Originating Company will provide to
BA-__ all billing data relating to ITORP Transit Service Traffic for processing
in ITORP within fourteen (14) days from the date the usage occurs (to the extent
usage occurs on any given day) for traffic originating from an Independent
Telephone Company or wireless carrier, which traffic transits BA-PA's facilities
and terminates to Carrier.

      (3) Billing. BA-__ will, on behalf of Carrier, bill Exchange Carriers for
intraLATA ITORP Transit Service Traffic, and collect compensation due Carrier
based on Carrier's established and legally-approved tariffed or negotiated rates
utilizing ITORP. The charges set forth in Attachment A, attached hereto and
incorporated herein by reference, shall apply to the billing and collection
services provided by BA-__ to Carrier hereunder. Carrier will record the ITORP
Transit Service Traffic usage at its switch, and shall ג–‡ג–‡ג–‡ג–‡ BA-__ for this
traffic in accordance with the rates set forth in the Interconnection Agreement
under Section 251 and 252 of the Telecommunications Act of 1996, dated as of
September __, 1996, by and between BA-__ and Carrier.

      (b) Meet-Point Transit Service Traffic.

      (1) Call Routing and Recording; Billing Percentages. BA-__ and Carrier
will route their respective Meet-Point Transit Service Traffic over the combined
local and toll trunk groups between them. BA-__ and Carrier agree to designate
the points of interconnection for the purpose of terminating Meet-Point Transit
Service Traffic which originates from a CLEC and terminates to Carrier, or
originates from Carrier and terminates to a CLEC, Independent Telephone Company,
or a wireless carrier. Both parties further agree to develop and file mutually
agreed to billing percentages applicable to Meet-Point Transit Service Traffic
in the National Exchange Carrier Association F.C.C. Tariff No. 4, which billing
percentages shall be calculated in accordance with MECAB guidelines.

      (i) End Offices Subtending BA-__ Access Tandem. Meet-Point Transit Service
      Traffic will be routed over the local and toll interconnection facilities
      used to terminate similar traffic directly between BA-__ and Carrier when
      the Originating and Terminating Company's End Office switches subtend
      BA-PA's Access Tandem. BA-__ will record this traffic at the BA-__ Access
      Tandem, and forward the terminating call records to the Terminating
      Company for purposes of Meet-Point Billing.


7


EXHIBIT D

      (ii) End Offices That Do Not Subtend a BA-__ Access Tandem. When the
      Originating and/or the Terminating Company's End Office switches do not
      subtend BA-PA's Access Tandem, the Meet-Point Transit Service Traffic must
      be routed over interconnection facilities other than those used to
      terminate intraLATA MTS or Local Exchange Service to BA-PA's end users The
      Terminating Company will record this traffic at its Access Tandem and
      forward the terminating call records to BA-__ for Meet-Point Billing
      purposes.

      (iii) Special Access. Upon request, any Meet-Point Service Transit Traffic
      may be routed over special access interconnection facilities between
      Carrier, on the one hand, and a CLEC, an Independent Telephone Company, or
      a wireless carrier, on the other.

      (2) Exchange of Billing Data. All billing data exchanged hereunder will be
exchanged on magnetic tape or via electronic data transfer, to be delivered at
the addresses set forth below, using the Electronic Message Record format. BA-__
will provide to Carrier the switched-access detail usage data (category 1101XX
records) on magnetic tape within fourteen (14) days from the date the usage
occurs (to the extent usage occurs on any given day) for traffic originating
from a CLEC, transiting BA-PA's facilities and terminating to Carrier, and
Carrier will provide to BA-__ the switched access summary usage data (category
1150XX records) on a magnetic tape on a monthly basis within fourteen (14) days
of receipt from BA-__ of the switched access detail usage data referenced above.

      (3) Billing. BA-__ and Carrier will submit to CLECs separate bills under
their respective tariffs for their portion of jointly-provided Meet-Point
Transit Service Traffic. With respect to Meet-Point Transit Service Traffic,
BA-__ and Carrier will exchange billing data and render bills under Multiple
ג–‡ג–‡ג–‡ג–‡/Single Tariff arrangements in accordance with the applicable terms and
conditions set forth in MECAB.

      (4) Addresses. Magnetic tapes to be sent hereunder to Carrier will be sent
to the following address (which address Carrier may change upon prior written
notice to BA-__):

      Magnetic tapes to be sent hereunder to BA-__ will be sent to the following
address(es), as appropriate (which address(es) BA-__ may change upon prior
written notice to Carrier):

      ג–‡ג–‡ג–‡ג–‡ Atlantic
      Tape Library


8


EXHIBIT D

      ג–‡ג–‡ג–‡ג–‡ ג–‡ג–‡ג–‡ג–‡ ג–‡ג–‡ג–‡ג–‡ג–‡ג–‡ ג–‡ג–‡ג–‡ג–‡ג–�
      ג–‡ג–‡ג–‡ג–‡ג–‡ג–‡ג–‡ג–‡ג–‡ג–‡ג–�, ג–‡ג–‡  ג–‡ג–‡ג–‡ג–‡ג–�

                                    SECTION V

                                 800/888 SERVICE

      800/888 Service Traffic will be exchanged among BA-__, Carrier,
Independent Telephone Companies, CLECs and wireless carriers via CCS/SS7 trunks,
and all will deliver/route these calls as appropriate and provide EMRs to the
Terminating Company to enable it to ג–‡ג–‡ג–‡ג–‡ its 800/888 service subscriber. These
EMRs will, per industry standards, include the following: Category 01 (800/888
number subscriber billing), Category 08 (copy record/local exchange charges),
and Category 11 (interexchange carriers access records).

      (a) Delivery of Translated 800/888 Number Queries and calls over CCS/SS7
links and trunks. BA-__ and Carrier will launch their own Basic 800/888 Number
Query for 800/888 Service Traffic originated in their networks, and route this
traffic to each other, as appropriate, utilizing existing local and toll
interconnection facilities.

      (b) Exchange of Records; Compensation. All 800/888 Service Traffic
hereunder shall be subject to the appropriate access charges, as set forth in
the applicable tariffs. In addition, for jointly provided intraLATA 800/888
Service Traffic between two Local Exchange Carriers, the Originating Company is
responsible for billing its tariffed Basic 800/888 Number Query charge to the
Terminating Company. Carrier, when acting as an Originating Company, must submit
to BA-__, via magnetic tape(s) in EMR format, (i) the information necessary to
ג–‡ג–‡ג–‡ג–‡/settle intraLATA charges (EMR Category 110125), and (ii) the usage charges
applicable to the terminating 800/888-number service subscriber (EMR Category
010125). In the event any of these records are lost or destroyed, BA-__ and
Carrier will jointly estimate the terminating access charges due to either party
hereunder as follows:

      (1)   Total the terminating traffic compensation paid with respect to
            800/888 Service Traffic to each party hereunder for the most recent
            six (6) months period preceding the month covered by the lost or
            destroyed tapes.

      (2)   Divide the total determined in (1) preceding, by 180 days.

      (3)   Multiply the terminating traffic compensation per day determined in
            (2) preceding, by the number of days covered by the lost or
            destroyed tapes. The calculated amount will be included as an
            adjustment for lost or destroyed tapes in the next Inter-Company Net
            Billing Statement.

      BA-__ shall have no liability whatsoever with respect to any lost, damaged
or destroyed


9


EXHIBIT D

records submitted hereunder by Carrier.

      (c) Settlement. EMR records submitted by Carrier hereunder acting as an
Originating Company, as contemplated in Paragraph (b) above, will be processed
in accordance with ITORP. For purposes of calculating the access charges due
Local Exchange Carriers with respect to 800/888 Service Traffic, the Originating
Company shall be deemed the Terminating Company. Access charges payable
hereunder shall be calculated in accordance with Section VII of this Agreement,
as applicable.


10


EXHIBIT D

                                   SECTION VI

                            ALTERNATELY BILLED CALLS

      (a) Responsibilities of the Billing Company. The Billing Company agrees to
provide the Earning Company with billing services, as specified below, with
respect to Alternately Billed Calls.

      (1) Billing. Upon receipt of the appropriate Message Record from CMDS, the
Billing Company shall include this record in the ג–‡ג–‡ג–‡ג–‡ to be issued to the end
user responsible for payment. The Billing Company shall also submit copies of
these Message Records to BA-__, at least once a month, in order to determine
monthly settlement amounts for both the Billing Company and the Earning Company
which will be reflected in the Inter-Company Net Billing Statement. These
amounts will reflect any and all applicable charges due the Billing Company for
performing billing services hereunder. In addition, as applicable, the
Inter-Company Net Billing Statement will reflect any amounts owed by Carrier to
BA-__ for administering and processing ITORP.

      (2) Payment of Amounts Outstanding. Upon receipt of the Inter-Company Net
Billing Statement from BA-__, Carrier shall, within thirty (30) days of invoice,
remit to BA-__ full payment of amounts owed under the Inter-Company Net Billing
Statement.

      (b) Responsibilities of the Earning Company. In connection with
Alternately Billed Calls, the Earning Company shall provide Message Records to
the Billing Company on a daily basis to the extent that any usage has been
recorded. These Message Records will be delivered by the Earning Company to the
Billing Company via the CMDS system, unless otherwise agreed to by the parties
hereto.

      (c) Fees for Settlement of Alternately Billed Calls. The billing services
provided by the Billing Company to the Earning Company with respect to
Alternately Billed Calls shall be subject to the applicable charges set forth in
Attachment A, which charges will be reflected in the Inter-Company Net Billing
Statement. These charges may be revised upon mutual written agreement of the
parties hereto.

                                   SECTION VII

                           CALCULATION OF COMPENSATION

      BA-__ and Carrier agree to compensate each other with respect to Transit
Services Traffic and 800/888 Service Traffic in accordance with the terms
established below, and the rate elements set forth in Attachments A and B,
attached hereto and incorporated herein by reference.


11


EXHIBIT D

      (a) Compensation due to the Terminating/Transiting Company. Compensation
due to the Terminating Company/Transiting Company will be determined separately
for each month as follows:

      (1) For Carrier Common Line Facilities provided by the Terminating
 Company, an amount calculated as specified for Carrier Common Line Facilities
 in the Terminating Company's Exchange Access Tariff. Compensation will be
 determined by multiplying a) the Terminating Company's Carrier Common Line
 rate, times b) the MOU.

      (2) For End Office facilities provided by the Terminating Company, an
amount calculated as specified for End Office facilities in the Terminating
Company's Exchange Access Tariff. Compensation will be determined by multiplying
a) the Terminating Company's appropriate Exchange Access End Office rate
elements, times b) the MOU.

      (3) For Transport Facilities, where these facilities are provided by the
Terminating Company, or a Transiting and Terminating Company, an amount
calculated in accordance with the following steps:

            (i)     Determine the Terminating Company's airline miles from the
                    End Office which serves the Terminating Company's end user
                    to either the Terminating Company's Access Tandem switching
                    facility or the interconnection point with the Transiting
                    Company(ies).

            (ii)    Determine the Transiting Company's airlines miles from the
                    Transiting Company(ies) Access Tandem switching facility to
                    the interconnection point with the Terminating Company.

            (iii)   Determine the sum of the total airline miles by adding (i)
                    and (ii) above.

            (iv)    Divide the Terminating Company's airline miles determined in
                    (i) preceding by the total airline miles determined in (iii)
                    preceding, to determine the ratio of local transport miles
                    provided by the Terminating Company.

            (v)     Divide the Transiting Company's airline miles determined in
                    (ii) preceding by the total airline miles determined in
                    (iii) preceding, to determine the ratio of local transport
                    miles provided by the Transiting Company.

            (vi)    Identify the rates set forth in the Exchange Access Tariff
                    for either the Terminating Company or Transiting Companies,
                    or both, as appropriate, which rates are applicable to
                    Transport Facilities.

            (vii)   Multiply the ratio determined in (iv) preceding, times the
                    rate calculated in


12


EXHIBIT D

                    (vi) preceding, times the MOU, and add the amount set forth
                    in (ix) below to determine the amount due the Terminating
                    Company.

            (viii)  Multiply the ratio determined in (v) preceding, times the
                    rate calculated in (vi) preceding, times the MOU, and add
                    the amount set forth in (ix) below to determine the amount
                    due the Transiting Company.

            (ix)    To the extent the Exchange Access Tariffs of the Terminating
                    or Transiting Company, or both, provide for the payment of a
                    fixed transport charge to be assessed with respect to a
                    terminating location (End Office or toll switch), multiply
                    this charge times the chargeable MOU.

                                  SECTION VIII

                    ITORP ADMINISTRATION AND RESPONSIBILITIES

      (a)  Responsibilities of BA-__. BA-__ shall:

            1.    Operate and maintain the ITORP system.

            2.    Provide the requirements and standards for ITORP records and
                  tapes (ITORP User Guide).

            3.    Inform Carrier of any proposed change in tape creation or
                  distribution process at least sixty (60) days prior to the
                  actual implementation of the change.

            4.    Develop and implement all system enhancements required to
                  maintain the integrity of BA-PA's ITORP system.

            5.    Process ITORP tapes received from Carrier, or its agent,
                  during the next available billing cycle.

            6.    Review and analyze daily pre-edit reports to determine if a
                  tape is acceptable for ITORP processing; provided, however,
                  that Carrier is not absolved, as the Originating Company, from
                  its responsibility to conform to ITORP input requirements.

            7.    Communicate with Carrier, or its agent, to resolve the
                  problems with tapes which are identified as being unacceptable
                  for ITORP processing.

            8.    Create and/or maintain all ITORP tables.


13


EXHIBIT D

            9.    Include the monthly compensation due to and from Carrier as
                  identified by ITORP on the Inter-Company Net Billing
                  Statement. The compensation includes 800/888 Service Traffic
                  and Alternately Billed Services traffic.

            10.   Settle with all local Exchange Carriers, via the Inter-Company
                  Net Billing Statement, for 800/888 Service Traffic and
                  Alternately Billed Services traffic originating from and/or
                  terminating to Carrier.

            11.   Distribute monthly ITORP reports.

      (b) Responsibilities of Carrier. Carrier shall:

            1.    Compensate BA-__ for the administration and processing of
                  ITORP as specified in Attachment A.

            2.    Notify BA-__ Exchange Carrier Services staff in writing of any
                  changes in its rates affecting ITORP tables, as specified in
                  Attachment A, thirty (30) days prior to the effective date of
                  any such changes.

            3.    Notify BA-__ Exchange Carrier Services staff in writing of any
                  network changes, such as changes in traffic routing, sixty
                  (60) days prior to the implementation of the change in the
                  network.

            4.    Conform to BA-__'s ITORP record requirements and standards.

            5.    Carrier or its designated agent will forward the Exchange
                  Message Records to BA-__, in a timely manner for processing.

            6.    Inform the BA-__ Exchange Carrier Services staff in writing of
                  any proposed changes in the Exchange Message Record creation
                  or distribution process at least sixty (60) days prior to the
                  actual implementation of the change.

            7.    Reimburse BA-__ for compensating other local Exchange Carriers
                  on behalf of Carrier, as reflected in the Inter-Company Net
                  Billing Statement.

      (c) Fees. Compensation for the administration and processing of ITORP will
be due BA-__ on a monthly basis, based on the number of messages processed in
ITORP for Carrier at an average total cost per message. The processing and
administrative fees applicable on a per message basis are set forth in
Attachment A. These fees may be revised by BA-__, at its discretion and upon
notice to Carrier, based on annual studies conducted by BA-__, and Carrier


14


EXHIBIT D

hereby agrees to be bound by such revised rates. A minimum monthly fee, as
specified in Attachment A, will be assessed when Carrier's monthly ITORP
processing charges are below the stated minimum monthly charge.

                                   SECTION IX

                                   LIABILITIES

      In the event of an error on the part of BA-__ in calculating or settling
any compensation amounts hereunder, Carrier's sole remedy and BA-PA's only
obligation shall be to re-calculate the compensation amount, and to the extent
any amounts are owed to or owed by Carrier, such amounts will be reflected as an
adjustment in the next Inter-Company Net Billing Statement. In addition and to
the extent applicable, BA-PA's liability under this Agreement and/or in
connection with the settlement, payment and/or calculation of any amounts due
hereunder shall be limited as set forth in the applicable tariffs. BA-__ shall
have no obligation or liability with respect to any billing, settlement or
calculation-of-compensation errors or omissions, including without limitation
the duty to re-calculate any compensation amounts reflected in the Inter-Company
Net Billing Statement, if such error or omission occurred more than two (2)
years prior to the time in which it is brought to BA-PA's attention in writing.
Without limiting the foregoing, in no event shall either party hereto be liable
for consequential, incidental, special or indirect damages (including without
limitation loss of profit or business) hereunder whether such damages are based
in tort (including, without limitation, under any theory of negligence),
contract breach or otherwise, and even if said party knew or should have known
of the possibility thereof.

                                    SECTION X

                           RELATIONSHIP OF THE PARTIES

      Nothing herein contained will be deemed to constitute a partnership or
agency relationship between the parties. Each party agrees that it will perform
its obligations hereunder as an independent contractor and not as the agent,
employee or servant of the other party. Neither party nor any personnel
furnished by such party will be deemed employees or agents of the other party or
entitled to any benefits available under any plans for such other party's
employees. Each party has and hereby retains the right to exercise full control
of and supervision over its own performance of the obligations under this
Agreement, and retains full control over the employment, direction, compensation
and discharge of all employees assisting in the performance of such obligations,
including without limitation all matters relating to payment of such employees,
including compliance with social security taxes, withholding taxes and all other
regulations governing such matters. In addition, each party will be responsible
for its own acts and those of its own subordinates, employees, agents and
subcontractors during the performance of that party's obligations hereunder.


15


EXHIBIT D

                                   SECTION XI

                              TERM AND TERMINATION

      (a) Term - Upon execution by all parties hereto, this Agreement shall
become effective as of the date first shown on Page 1 of this Agreement, and
shall remain in effect until terminated by either party in accordance with
paragraphs (b), (c), (d), or (e) below.

      (b) Termination for Breach - Either party may, upon prior written notice
to the other party, terminate this Agreement in the event the other party is in
default or breach of this Agreement and such breach or default is not corrected
within thirty (30) days after the breaching party has been notified of same.

      (c) Termination for Convenience - Upon six (6) months written advance
notice to the other party, either party may terminate this Agreement.

      (d) Acts of Insolvency - Either party may terminate this Agreement or any
portion thereof, effective immediately, by written notice to the other party, if
said other party (1) applies for or consents to the appointment of or the taking
of possession by receiver, custodian, trustee, or liquidator of itself or of all
or a substantial part of its property; (2) becomes insolvent; (3) makes a
general assignment for the benefit of creditors; (4) suffers or permits the
appointment of a receiver for its business or assets; (5) becomes subject to any
proceeding under any bankruptcy or insolvency law whether domestic or foreign,
voluntarily or otherwise; or (6) fails to contest in a timely or appropriate
manner, or acquiesces in writing to, any petition filed against it in an
involuntary case under the Federal Bankruptcy Code or any application for the
appointment of a receiver, custodian, trustee, or liquidation of itself or of
all or a substantial part of its property, or its reorganization, or
dissolution.

      (e) Termination of Interconnection Agreement. Unless otherwise agreed to
by the parties hereto in writing, in the event that the Interconnection
Agreement under Sections 251 and 252 of the Telecommunications Act of 1996,
dated as of December __, 1996, by and between BA-__ and Carrier expires without
being renewed, or expires or is terminated and no other interconnection
agreement has been entered into by BA-__ and Carrier, then this Agreement shall
be deemed terminated effective on the date the aforesaid Interconnection
Agreement expires or is terminated.

                                   SECTION XII

                              NETWORK CONFIGURATION

      Each party shall provide six (6) months advance written notice to the
other party of any network configuration that may affect any of the services or
compensation contemplated under this Agreement, and the parties hereto agree to
use reasonable efforts to avoid service


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EXHIBIT D

interruptions during any such network change.

                                  SECTION XIII

                             CONSTRUCTION AND EFFECT

      All services contemplated under this Agreement are provided in accordance
with any and all applicable regulatory requirements and effective tariffs filed
with and approved by the appropriate federal and/or state regulatory bodies, as
these tariffs and requirements may be modified from time to time. To the extent
there is a conflict between the terms of any said tariff or regulatory
requirement and this Agreement, the terms of the tariff or the regulatory
requirement shall prevail. However, to the extent not in conflict with the
provisions of the applicable tariffs or regulatory requirements, this Agreement
shall supplement the tariffs or regulatory requirements, and it shall be
construed to the fullest extent possible in harmony with such tariffs or
regulatory requirements.

                                  SECTION XIII

                                  MISCELLANEOUS

      (a) Headings. Headings used in this Agreement are for reference only, do
not constitute part of this Agreement, and shall not be deemed to limit or
otherwise affect any of the provisions hereof.

      (b) Notices. All notices, requests, demands, or other communications
required or permitted hereunder shall be in writing, shall be deemed delivered
(1) on the date of delivery when delivered by hand, (2) on the date of
transmission when sent by electronic mail or facsimile transmission during
normal business hours with telephone confirmation of receipt, (3) one (1) day
after dispatch when sent by overnight courier maintaining records of receipt, or
(4) three (3) days after dispatch when sent by registered mail, postage prepaid,
return-receipt requested, all addressed as follows (or at such other addresses
as shall be given in writing by either party to their other):

            If to BA-__:      Address:    ג–‡ג–‡ג–‡ג–‡ ג–�. ג–‡ג–‡ג–‡ג–‡ג–� ג–‡ג–‡ג–‡ג–‡ג–� ג–‡ג–‡ג–‡ג–‡, ג–‡ג–‡ג–� ג–‡ג–‡ג–‡ג–‡ג–�
                                          ג–‡ג–‡ג–‡ג–‡ג–‡ג–‡ג–‡ג–‡ג–�, ג–‡ג–‡  ג–‡ג–‡ג–‡ג–‡ג–�
                              Attn.:      Manager-Local Interconnection
                              Facsimile:  ג–‡ג–‡ג–� ג–‡ג–‡ג–� ג–‡ג–‡ג–‡ג–‡
                              Telephone:  ג–‡ג–‡ג–� ג–‡ג–‡ג–� ג–‡ג–‡ג–‡ג–‡

            If to Carrier:    Address:
                              Attn:


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EXHIBIT D


                              Facsimile:
                              Telephone:

      (c) Successors; Assignment. This Agreement and all of the provisions
hereof shall be binding upon and inure to the benefit of the parties hereto and
their respective successors and permitted assigns, and nothing herein shall be
construed to create any rights enforceable by any other person or third party.
This Agreement may not be assigned by either party (except by BA-__ to an
affiliate or successor in interest) without the prior written consent of the
other party, which consent shall not be unreasonably withheld.

      (d) Waiver. No waiver of any right or term hereof shall be effective
unless in a writing executed by the waiving party. No waiver of any right or
privilege hereunder shall operate as a waiver of any subsequent or similar right
or privilege.

      (e) Modifications. This Agreement may be modified or amended only by a
written agreement executed by the parties hereto.

      (f) Counterparts. This Agreement may be executed in counterparts, all of
which shall be considered one and the same agreement and each of which shall be
deemed an original.

      (g) Severability. If any term, provision, paragraph or clause of this
Agreement or any application thereof shall be held invalid or unenforceable in
any particular jurisdiction, the remainder of this Agreement and any other
application of such term, provision, paragraph or clause shall not be affected
thereby in such jurisdiction (where such remainder or application shall be
construed as if such invalid or unenforceable term, provision, paragraph or
clause has not been inserted), and this Agreement and such application of such
term, provision, paragraph or clause shall not be affected in any other
jurisdiction.

      (h) Contingency. Neither party will be held liable for any delay or
failure in performance of this Agreement from any cause beyond its control and
without its fault or negligence including but not limited to acts of God, acts
of civil or military authority, government regulations, embargoes, epidemics,
wars, terrorist acts, riots, insurrections, fires, explosions, earthquakes,
nuclear accidents, floods, strikes, power blackouts, other major environmental
disturbances, unusually sever weather conditions, inability to secure products
or services of other persons or transportation facilities, or acts or omissions
of transportation common carriers.

      (i) Governing Law. Except as otherwise expressly provided herein, this
Agreement shall be interpreted, construed and governed by the laws of the State
of ____________, without regard to conflict of law provisions.

      (j) Confidentiality. Unless by mutual agreement, or except to the extent
directed by a court of competent jurisdiction, neither party shall disclose this
Agreement or the terms hereof to any person other than such party's affiliates
or such party's officers, employees and consultants,


18


EXHIBIT D

who are similarly bound hereby. This paragraph shall not prevent the filing of
this Agreement with a state or federal commission having jurisdiction over the
parties hereto if such filing is required by rule or order of that commission;
provided, however, that the parties hereto shall jointly request that the
Agreement be treated as confidential by that commission to the extent permitted
under the commission's regulations and procedures. Each party hereto must
maintain the confidentiality of all message, billing, traffic, and call records,
traffic volumes and all other material information and data pertaining to the
traffic covered by this Agreement and the carriers and end users associated with
such traffic.

      (k) Remedies under Law. All remedies available to the parties hereto under
the terms of this Agreement shall be in addition to, and not by way of
limitation of, any other rights that said parties may have at law or equity,
none of which are hereby waived.

      (l) Entire Agreement. This Agreement, including all Attachments and
Schedules attached hereto, contains the entire agreement, and supersedes and
voids any prior understanding, between BA-__ and Carrier regarding the subject
matter hereof.


19


EXHIBIT D

      In witness whereof, the undersigned parties have caused this Agreement
to be executed on their behalf this ______ day of _________, 19__.


Witness:                               [Carrier]
                                       By:
-----------------------------------       -------------------------------------

Witness:                               ג–‡ג–‡ג–‡ג–‡ Atlantic - _______________, Inc.
                                       By:
-----------------------------------       -------------------------------------


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EXHIBIT D

ATTACHMENT A

BASIS OF COMPENSATION
      CHARGES FOR ADMINISTRATION OF ITORP AND ITORP PROCESSING

ג–�.    ג–‡ג–‡ג–‡ג–‡ Atlantic - _____________, Inc. charges the following rates for
      providing ITORP services:

                                                Rate Per Message/ Month

      1.    Administrative Charge                        $
      2.    Processing Charge Elements:
            a.    Terminating Traffic                    $
            b.    Minute/Message                         $
            c.    800/888 Message                        $
            d.    Net Compensation                       $
            e.    Collected Revenue Processing Charge    $
      3.    Minimum Monthly Fee                          $
      4.    Alternately Billed Calls                     $


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EXHIBIT D

ATTACHMENT B

I.
Message Telecommunications Service - Terminating to Carrier

Rate Element                  Billing Company
------------                  ---------------
Carrier Common Line           Carrier
End Office                    Carrier
Transport                     based on negotiated billing percentages (BIPs)

II.
800/888 - Terminating to or originating from Carrier Customers

Rate Element                  Billing Company
------------                  ---------------
Carrier Common Line           Originating Company
End Office                    Originating Company
Transport                     based on negotiated billing percentages (BIPs)
Query                         Originating Company

III.
Local Exchange - Terminating to Carrier

Rate Element                      Billing Company
------------                      ---------------
Local E.O. Termination Charge     Carrier
Transport                         based on negotiated billing percentages (BIPs)


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ְײּלֳּappֲֿװ״

EXHIBIT 10.18 INTERCONNECTION AGREEMENT UNDER SECTIONS 251 AND 252 OF THE TELECOMMUNICATIONS ACT OF 1996 Dated as of May 26, 1999

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