GENERAL TERMS AND CONDITIONS
                                  (Continued)
   
   
           (b)  Right of First Refusal:
   
                Any Customer or Replacement Customer with an FS Agreement
                paying Maximum Rates and (1) having a term of twelve (12)
                consecutive Months or more, or (2) a term for more than one
                year for a service not available 12 consecutive Months, may
                exercise a right to continue to receive service under that
                Agreement for all or a portion of the firm capacity under
                the Agreement at the expiration of the Agreement's term
                provided that Customer notifies Seller twelve (12) Months
                prior to the expiration of the Agreement of its intent to
                continue service under the Agreement, and will match the
                best offer made by others for such capacity or portion
                thereof by offering a rate and term of Agreement that
                produces an equivalent or greater economic value for such
                capacity as defined in Section 10.1(a), above, provided
                that Seller shall not be obligated to enter into an
                extension of any Agreement or continue service (i) at any
                rate less than Seller's Maximum applicable Rate in effect
                at the time of renewal or (ii) if a Customer's extension
                rights are limited pursuant to Section 20 of these General
                Terms and Conditions.  If a Customer's Agreement does not
                qualify for the right of first refusal under this Section
                10, then Seller in a not unduly discriminatory manner may
                agree otherwise with any such Customer.
   
                After Customer has notified Seller of its intent to
                continue service, the capacity available under Customer's
                Agreement will be posted on Seller's Internet Site for
                bid.  Seller will accept bids for this capacity from the
                time of posting up to and including, but no later than,
                the forty-fifth (45th) Day prior to the date the existing
                Agreement is scheduled to expire.  Within five (5)
                Business Days of the date bidding ends, Seller will
                notify Customer of the bid received having the greatest
                economic value, as defined by Section 10.1(a), above.
                Customer will have ten (10) Business Days to notify
                Seller whether it will match the rate and term offered in
                the best bid, and if so will execute a new Service
                Agreement matching the offer prior to the termination of
                the existing Agreement.
   
                If no bids are received, Customer may continue to receive
                service under a new Agreement at the applicable Maximum 
                Rate, or at a rate agreed to by Customer and Seller.
   
           (c)  Priority of Request for Renewal of any ANR Existing
                Agreements: For expiring ANR Existing Agreements,
                Customer shall have the right of first refusal to retain
                its service and enter into an FS Agreement for all or any