This Fourth Amendment ("Amendment") is made effective this 12th day of July 1999, ("Effective Date") by and between U S WEST Communications, Inc. (hereinafter "USWC") and, U S WEST Long Distance, Inc. (hereinafter "USWLD"). (Collectively referred to as "Parties").

RECITALS

WHEREAS, the Parties entered into Master Services Agreement AR96001 (the "Agreement") that provides an Exhibit T, Carrier Services ("Exhibit T") that USWC may provide to USWLD upon request; and,

WHEREAS, the Parties desire to amend the Exhibit T in the Agreement to include a description of for Directory Assistance and Toll and Assist Services that USWC intends to provide and USWLD intends to use upon request as defined herein.

AGREEMENT

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

The following Exhibit T shall replace the previous Exhibit T in its entirety. All existing work orders issued under this Exhibit T shall be incorporated under this Fourth Amendment.

Except as stated herein, the other terms and conditions of the Agreement continue in effect for the remaining term of the Agreement. The parties hereby authorize this Fourth Amendment as of the latest signature date below.