This Amendment is made a part of the Work Order ­ Finance Services #FILD119, dated December 13, 1999, by and between U S WEST Communications, Inc., (hereinafter "USWC") and U S WEST Long Distance, Inc., (hereinafter "USWLD"). USWC and USWLD may individually be referred to as "Party" or together as "Parties".

WHEREAS, the parties entered in to Agreement AR960001, and pursuant to Exhibit F, Work Order ­ Finance Services #FILD119, the parties desire to revise the provisions of the Work Order.

In consideration of the mutual promises and advantages to the parties, the parties incorporate by reference and agree to the accuracy recitals and further agree as follows:

1. This Amendment is effective February 1, 2001.
1. The Parties to this Amendment hereby agree that effective February 1, 2001, the following additions to the Work Order shall be in effect:
   Paragraph 4: Unit and Price per Unit for Requested Service/s is amended as follows:

"Technical Accounting & Tax Accounting
Salary Grade 5 - $ 80.25 per hour
Salary Grade 4 - $ 57.07 per hour
Payroll Services
$ 8.91 per employee / per month
$ 37.12 per manual check
MBA - $ 1.65 per employee / per month
Accounts Payable - $ 1.84 per check
General Ledger Processing - $ 0.01383 per transaction
Fixed Asset Support - $ 628.48 per month
Salary Grade 5 - $ 80.25 per hour
Salary Grade 4 - $ 57.07 per hour"

IN WITNESS WHEREOF, each of the Parties has caused this Amendment to be duly executed for and on its behalf on the day and year indicated below. U S WEST Long Distance, Inc. U S WEST Communications, Inc.

U S WEST Long Distance, Inc. U S WEST Communications, Inc.