Change Order No.3 To Construction Services Agrmt

CHANGE ORDER NUMBER 3
CONSTRUCTION SERVICES AGREEMENT


THIS CHANGE ORDER NO. 3 to the Construction Services Agreement ("CSA") dated June 30, 1995, is entered into by and between MWR Telecom, Inc., a wholly owned subsidiary of McLeod, Inc. ("McLeod") and MFS Network Technologies, Inc. ("MFSNT"). The parties agree as follows:


1. PENDING INVOICES. McLeod shall promptly remit payment of all
current and past due invoices listed in the attached Exhibit "A"
for work completed or material delivered under the CSA, and the
retainage for completed sites. Any expenses, claims or amounts
attributable to mobilization costs, increased construction
costs, and all amounts related to the work performed by MFS or
its agents for the benefit of McLeod pursuant to the CSA, are
considered to have been paid in full upon MFS' receipt of
McLeod's payment of the invoices identified on Exhibit "A" to
this Change Order No. 3 and payment of the Price Adjustment
described in paragraph 2 of this Change Order. MFS and McLeod
have no knowledge of any other expenses, claims or amounts
incurred for or due or owing by the other party with respect to
the fiscal year 1996 and 1997 builds; however, if within thirty
(30) days of the effective date of this change order, either
party determines that a legitimate expense, claim or amount has
not been invoiced, that party may invoice such amount within
such thirty (30) day period. The invoiced party will pay such
invoice(s) within thirty (30) days of receipt of such invoice(s)
for invoiced amounts that represent legitimate expenses, claims
or amounts relating to the fiscal year 1996 or 1997 builds. It
is the intent of the parties to finalize and resolve all
expenses, claims and amounts attributable to the fiscal year
1996 and 1997 builds or the Phase I Commitment, and after the
aforedescribed thirty (30) day period MFS and McLeod shall not
make any further claim, demand or invoice any amounts
attributable to the fiscal year 1996 and 1997 builds or the
Phase I Commitments.


2. PRICE ADJUSTMENT. McLeod shall pay MFSNT One Million Dollars
($1,000,000) in cash ("Price Adjustment" or "Adjustment") as
compensation for the following:


- Acceleration/mobilization charges previously
authorized, invoices and subsequently disputed by
McLeod (invoice numbers E01280009 and E01280048).

- Interest due on late payments as identified in
invoices R01280105 and R01280141.

- Any other claims for the sharing of construction
costs for ICN ...