Direct Connect Program Agreement

Gentlemen-

Attached pleased find the revised Subscriber Agreement, with some fine
adjustments in the language as we discussed last Friday.

One amendment that we discussed was the removal of some of the language
related to EBS equipment. We have done this (note no mention of janitorial
services), but have elected to leave the discussion of liens and insurance in
the document, in the event that our third parties need to install any
equipment in order to deliver the T-1 service. If any counterparty has a
specific objection to this language, we can discuss further modifications.
Leaving the language intact, however, will lessen further delays should the
third-party local loop providers require some assurances about their
connection equipment.

Please contact me if you would like to discuss, or reply to this message
with your approval of the document. Once we confirm your acceptance of the
document, we will forward to the counterparties.

David Mims