1. General

2. Exclusions

3. Definitions

4 Performance Based Pricing Plan

Section 1. General

1. The parties desire to control the amount of uncollectible bad debt on USWLD's End User accounts for which USWC bills and collects. Furthermore, the parties desire to implement a schedule of Message Ready bill rendering rates based on the level of USWC's performance of collection activities for USWLD End User accounts (hereinafter referred to as the "Performance Based Pricing Plan").

2. USWLD reserves the right to conduct an Audit pursuant to Section IX of the B&C Agreement. However, USWLD shall not file revenue claims against USWC based on USWC's Business Office Collection Performance.

3. The Performance Based Pricing Plan is offered to USWLD in accordance with Section VII.C.1.

4. USWC will establish the Performance Based Pricing Plan on the commencement of USWLD's submitting 1+ traffic to USWC under USWLD's primary CIC for January, 1998 through December, 1999.

5. USWLD agrees that all new services implemented under the Performance Based Pricing Plan will be mutually agreed upon for inclusion in this Plan.

6. The Performance Based Pricing Plan applies only to USWLD messages in a USWC shared End User bill.

Section 2. Exclusions

1. The Performance Based Pricing Plan will exclude the following services:

   International Originated Collect Calls
   900 Services
   Pay-Per-Call
   Specialized Services & Products

Section 3. Definitions

Business Office Collection Performance

All treatment and collection activities (including systems that support treatment and collection activities), both manual and mechanized, performed by USWC on behalf of USWLD, commencing when the pay-by date is not met and continuing through the date at which the account is referred to an outside collection agency.

Plan Billed Revenues

End User Billed Revenues used in the settlement of the Performance Based Pricing Plan and consisting of USWLD's and Message Ready accounts receivables purchased by USWC.

Settlement Period

The time period covering Plan Billed Revenues associated with accounts receivable purchased by USWC from January 1st through December 31st annually for the term of the Agreement.

Section 4. Performance Based Pricing Plan

1. Scope:
   1. The Performance Based Pricing Plan will consist of USWLD Billed Revenue dollars purchased by USWC. USWLD understands that under this Exhibit F, Performance Based Pricing Plan, it may be eligible for a discounted/adjusted Bill Rendering rate.

   2. USWC will settle using the appropriate Bill Rendering rate when USWLD has met the billed revenue volume and performance described in Appendix 1 of this Exhibit.

   3. USWLD Billed Revenue received in each calendar year will be annualized to calculate the billed revenue volume. USWLD must meet or exceed the $250,000,000 level in End User Billed Revenue.

   4. The applicable bill rendering rate will apply for each month of the Plan Period and will appear on the USWLD B&C Invoice.

2. Responsibilities of the Parties:
   1. USWLD agrees that messages submitted to USWC for billing shall not be older than ninety (90) days.

   2. USWLD understands the Performance Based Pricing Plan shall apply only in those states where USWC has Full Toll Denial (FTD) or Selective Carrier Denial (SCD) capability or any other denial service offering to deny local service or access to USWLD's network for non-payment of USWLD services.

   3. In the event a legislative, regulatory, judicial order or activity limits USWC's ability to collect, USWLD and USWC will jointly assess the affect of such order or activity and will modify the Performance Based Pricing Plan within thirty (30) days of completion of the assessment.

   4. USWLD will not request that USWC waive a deposit on an End User account under this Performance Based Pricing Plan.

   5. USWLD understands that USWC reserves the right to terminate this Exhibit upon thirty (30) day's written notice to USWLD in the event USWC no longer offers Pricing Performance Plans. However, in no event shall this Exhibit F extend beyond December 31, 1999.

   6. This Performance Based Pricing Plan will be in effect only if USWLD is in compliance with the Principal Agreement and all Exhibits, Attachments, Supplements and Addenda thereto.

   7. When technically feasible, USWC will begin to reject USWLD's PIC change requests on accounts denied for non-payment of toll charges.

3. Formula for Calculation of Plan
   1. The net bad debt (NBD) percent will be determined by dividing the Actual Realized Uncollectibles for the Associated Settlement Period by the Settlement Period Billed Revenues as described in Exhibit D, Section 3, of the Agreement, less exclusions stated in Section 2 of this Exhibit F.

   2. The settlement amount will be determined by using the $0.42 bill rendering rate set forth in Appendix 1, Performance Pricing Plan Matrix, as the base rate. The calculation will be made annually as follows:

      The $0.42 rendering rate is subtracted from USWLD's actual performance level. The difference is multiplied by the number of bills rendered on the USWLD B&C Invoice to yield a settlement amount.

      If the settlement is a positive amount, USWC will make a credit adjustment to USLWD's B&C Invoice. If the settlement is a negative amount, USWLD will receive a debit adjustment on the B&C Invoice.

   3. USWC will notify USWLD in writing in the event Billed Revenue is not met during the Settlement Period. In such event, there will be no settlement amount due USWLD and the terms and conditions of this Agreement shall not apply for the Settlement Period.

4. Settlement
   1. The settlement calculation for the Performance Based Pricing Plan shall be separated from the PAR process as described in Exhibit D.

   2. Settlements shall occur each year on September 30th, beginning in 1999 and continuing throughout the year 2000, unless terminated earlier under terms and conditions set forth in Section XVII of the Principal Agreement and set forth in Section 4.2.5 above.

   3. In the event a settlement amount due either party is late, an interest rate will apply to the settlement amount in accordance with Section VII of the Agreement.

5. Settlement Report
   1. USWC will prepare on a monthly basis a tracking report by state. The report will be published monthly throughout the plan year identifying the NBD and Billed Revenue levels to support the Pricing Plan.

6. Termination of Performance Plan
   1. In the event USWC terminates this Exhibit F, USWC will calculate a settlement for Plan Billed Revenues through the month in which termination occurred. USWC will calculate a settlement as described in Section 4.5 above. Any remaining months will be settled within ninety (90) days after USWC determines the Realized Final Account Uncollectibles for such Plan Billed Revenues.