GENERAL TERMS AND CONDITIONS
                                  (Continued)
   
   
                 economic values are received for combined capacity in
                 excess of the quantity of available firm capacity, the
                 capacity will be allocated on a first come first
                 served basis.
   
            (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 Agreements 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 (using a term not to exceed five
                 (5) years) 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 at any rate less than Sellers Maximum
                 applicable Rates in effect at the time of renewal, nor
                 shall Seller be obligated to enter into an extension of
                 any Agreement or continue service to any Customer or
                 Replacement Customer who fails to meet the
                 Creditworthiness requirements set forth in Section 11.5
                 of these General Terms and Conditions.
   
                 After Customer has notified Seller of its intent to
                 continue service, the capacity available under Customers
                 Agreement will be posted on Sellers 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 (term
                 will be limited to five (5) years), and if so will execute
                 a new Service Agreement matching the offer prior to the
                 termination of the existing Agreement.