Construction Services Agreement.

CONSTRUCTION SERVICES AGREEMENT


THIS AGREEMENT is entered into this 30th day of June, 1995, by and between MFS NETWORK TECHNOLOGIES, INC., a Delaware corporation (hereafter "MFSNT") and MWR TELECOM, INC., an Iowa corporation (hereafter "MWR"). This Agreement shall become effective when, and only when, MWR (or its affiliate) enters into an agreement with the State of Iowa for the construction of dark fiber optic cable facilities relating to Part III of the Iowa Communications Network, RFP Number 15006S.


MWR and MFSNT agree as set forth below.


1. DEFINITIONS


"Additional Percentage" shall have the meaning ascribed to it in
paragraph 5.2 hereof.


"Contract Documents" shall mean and consist of this Agreement and all
attachments and exhibits hereto, the Plan Documents (as defined
herein), as well as any written change orders executed by both parties
as permitted by this Agreement.


"Force Majeure" shall have the meaning ascribed to it in paragraph 11
hereof.


"Interest Rate" shall have the meaning ascribed to it in paragraph 4.3
hereof.


"MWR Fiber Optic Cable" shall mean and describe the fiber optic cable
system to be designed, constructed and delivered to MWR under this
Agreement.


"Notice to Proceed" shall have the meaning ascribed to it in paragraph
2 hereof.


"Phase I Commitment" shall mean those Projects for which a Notice to
Proceed is issued by MWR within eighteen (18) months after the date of
execution hereof; the total price of all such Projects in the
aggregate shall be at least $10,000,000 (herein the "Minimum Contract
Commitment").


"Phase II Projects" shall mean those Projects for which a Notice to
Proceed is issued during the period of time subsequent to the date on
which MWR exceeds the Minimum Contract Commitment and ending four (4)
years from the date of execution hereof.


"Plan Documents" shall have the meaning ascribed to it in paragraph 2
hereof.


"Project" shall mean the individual segments of the MWR Fiber Optic
Cable to be constructed by MFSNT hereunder on either a fixed-price or
cost-plus basis.


"Project Initiation Notice" shall mean a notice from MWR to MFSNT
respecting a Project which notice details (a) the route for
installation of the relevant portion of the MWR Fiber Optic Cable, (b)
the rights-of-way and pole attachment rights to be used for the
completion thereof (which shall be secured by MWR at its sole cost and
expense), and 2
(c) any operational requirements or standards required for the
Project. The Project Initiation Notice shall serve as MWR's request
that MFSNT commence the development of Plan Documents for the
completion of the Project.


"Substantial Completion" shall mean the earliest to occur of either
(a) that stage in the progress of the Work respecting a Project where
the relevant portion of the MWR Fiber Optic Cable has successfully
completed the acceptance testing in accordance with the Acceptance
Test Plan procedure specified paragraph 11 of this Agreement; or (b)
use of the relevant portion of the MWR Fiber Optic Cable by MWR or its
customer(s).


"Work" shall mean and describe all of the services, material and
equipment to be provided and furnished by MFSNT under this Agreement
regarding the MWR Fiber Optic Cable.


2. SCOPE OF WORK


MFSNT shall provide the services, material and equipment required to
complete a Project identified in the Project Initiation Notice in
accordance with the Contract Documents. Within two (2) weeks after
receipt by MFSNT of a Project Initiation Notice, MFSNT shall complete
the preliminary route engineering and development of a scope of work
(the "Plan Documents") for meeting any applicable criteria set forth
in the Project Initiation Notice for the relevant Project. If more
than one (1) Project Initiation Notice is submitted at substantially
the same time of delivery, the first Project's Plan Documents shall be
delivered within the specified two (2) week time frame and the
remaining Plan Documents shall be delivered no later than thirty (30)
days thereafter. The Plan Documents shall also include MFSNT's fixed
price for the completion of the Project as well as a schedule for
Substantial Completion of the Project. MFSNT shall not be
responsible for any delays in the completion of Plan Documents
caused by MWR's undue delay in performing its obligations hereunder.
MWR shall review the Plan Documents and shall, within two (2) weeks of
MFSNT's delivery of same, either issue a Notice to Proceed respecting
the Project or specify, in writing, any reasonable objections of MWR
respecting the Plan Documents for the Project. MFSNT shall work to
resolve any reasonable objections of MWR and, once resolved, MWR shall
issue a Notice to Proceed within five (5) days of said resolution.
When completed and approved, the Plan Documents shall be "Contract
Documents" as defined above.


3. TIME OF COMMENCEMENT AND SUBSTANTIAL COMPLETION


The Work on each Project shall be commenced upon MFSNT's receipt of a
Notice to Proceed from MWR and, subject to authorized adjustments of
time, Substantial Completion respecting each Project shall be achieved
within the time stated in the Plan Documents respecting the particular
Project. In the event that MFSNT fails to achieve Substantial
Completion for a Project within 30 days after the time specified in
the Plan Documents (after accounting for any delays caused by Force
Majeure as provided in this


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Agreement), then MFSNT shall pay to MWR a penalty equal to one-half of
one percent (1/2%) of the price for the Project.


4. PRICE AND PAYMENT


4.1 MWR agrees, subject to all of the terms set forth in this
paragraph 4, to pay MFSNT the price specified in the Plan
Documents for the completion of each Project ("Fixed Price").


4.2 In the alternative, MWR may elect to pay MFSNT a price
calculated on a cost-plus basis for any Project ("Cost-plus
Price") rather than the Fixed Price stated by MFSNT in the
Plan Documents, in which event the Cost-plus Price shall be
calculated as set forth in paragraph 5 hereof. MWR's election
to compensate MFSNT on a Cost-plus basis for each Project must
be exercised at the time MWR delivers its Notice to Proceed
respecting the Project.


4.3 MWR reserves the right on any Project, to reject the options
set forth in paragraphs 4.1 and 4.2, and proceed to select
another contractor for the Project, after first giving notice
to MFSNT that MFSNT has not been selected as the contractor on
that Project. However, this paragraph shall not relieve MWR
of its obligation to retain MFSNT for sufficient work
satisfying the Minimum Contract Commitment.


4.4 Payment of 95% of the entire price respecting a Project
(whether Fixed Price or Cost-plus) shall be due within thirty
(30) days from MWR's receipt of an invoice from MFSNT. MFSNT
shall prepare its invoice after Substantial Completion of the
Project. The 5% retainage shall be due within thirty (30)
days from the issuance of the Final Acceptance Certificate as
provided in paragraph 11. Any payment of amounts not subject
to reasonable dispute which are not received by MFSNT when due
shall thereafter bear interest at a floating rate, adjusted
daily, equal to two (2) percentage points above the Prime Rate
as then published in the Money Rates section of the Eastern
Edition of The Wall Street Journal as that rate which is the
base rate on corporate loans posted by a substantial
percentage of the nation's largest banks (the "Interest
Rate"). In the event The Wall Street Journal publishes more
than one Prime Rate, the higher or highest such Prime Rate
shall apply. Interest shall not accrue on amounts reasonably
disputed between the parties.


4.5 The price includes Federal manufacturer's and retailer's
excise taxes, state and local sales and/or use taxes, and any
federal, state or local taxes of a similar nature. All such
taxes, if applicable, shall be paid by MFSNT.


4.6 Provided MFSNT has made reasonable progress in the completion
of the Work, MFSNT shall not be obligated to proceed further
with the Work respecting any


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Project if MWR fails to make or cause to be made any payments
when due hereunder, excepting any payments which are
reasonably disputed. MFSNT may suspend performance of the
Work and all of its obligations hereunder until such time as
all delinquent, undisputed, payments have been made by MWR. In
the event that MFSNT elects to suspend the Work as a
consequence of MWR's failure to make payments of the price,
MFSNT shall provide MWR with five (5) days' written notice of
such election, and MFSNT may suspend performance on the sixth
day after the date on which such notice was sent by MFSNT to
MWR. The period during which performance of the Work is
suspended due to nonpayment by MWR shall result in an equal
extension of the date for Substantial Completion of any
Projects then being performed. MFSNT shall also receive an
equitable adjustment of the price respecting such Projects to
recover the costs of any delays due to MWR's nonpayment.


4.7 In the event that MWR is in default on any payment due under
this Agreement, MWR shall furnish to MFSNT reasonable evidence
that financial arrangements have been made to fulfill MWR's
obligations under this Agreement. In the event that MWR is
unable to provide MFSNT with such evidence, MFSNT may exercise
its right to suspend the Work under paragraph 4.6 of this
Agreement.


4.8 MWR, except as set forth herein, shall be obligated to pay
MFSNT fifteen percent (15%) of the remaining balance of the
Minimum Contract Commitment irrespective of the total price
for all Projects after the expiration of the Phase I time
period. MWR's obligation to pay such amount shall not apply
to the extent that the State of Iowa does not authorize future
funding, or de-authorizes current funding, for the Iowa
Communications Network, Part III, and the Minimum Contract
Commitment shall be reduced in an amount equal to the amounts
not authorized or de-authorized. Notwithstanding such actions
by the State of Iowa, MWR shall remain liable for the payment
of the price for all work actually performed on a Project
after MFSNT receives a Notice to Proceed on that Project.


4.9 MWR shall be entitled to a rebate in the amount of $150,000
once MWR has paid to MFSNT a total price for all Projects of
$20,000,000. MWR shall be entitled to an additional rebate in
the amount of $200,000 once MWR has paid to MFSNT a total
price for all Projects of $50,000,000.


4.10 MFSNT agrees that the prices for the Projects to be completed
by it pursuant to the provisions of this Agreement shall be no
less favorable to MWR than MFSNT's other contracts with
customers for projects of similar size, scope and character
within the State of Iowa. In the event that MFSNT enters into
agreements with other customers for projects of similar size,
scope and character containing prices more favorable than
those contained herein, then the price(s) for Project(s) in
this Agreement shall be amended to provide MWR with prices no
less favorable to MWR than such other MFSNT contracts.


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5. COST-PLUS PRICE OPTION


5.1 The provisions of this paragraph 5 shall be applicable only to
the extent that MWR elects to pay the Cost-plus Price for a
Project. In the event that MWR elects to pay the Cost-plus
Price for a Project as permitted in Paragraph 4.2 of this
Agreement, then MWR agrees to reimburse MFSNT for all costs,
subject to the Cost Cap, necessarily incurred and paid by
MFSNT in the proper prosecution of the Work respecting the
Project, plus an amount of money calculated by multiplying
certain costs by the appropriate "Additional Percentage" (as
defined herein).


5.2 The "Additional Percentage" shall be:


(a) 12.5% when the cumulative sum total of the price paid
to MFSNT hereunder for Work performed to the date of
payment is less than or equal to twenty million
dollars ($20,000,000);


(b) 12% when the cumulative sum total of the price paid
to MFSNT hereunder for Work performed prior to the
date of payment is greater than twenty million
dollars ($20,000,000), but not greater than thirty
million dollars ($30,000,000);


(c) 11% when the cumulative sum total of the price paid
to MFSNT hereunder for Work performed prior to the
date of payment is greater than thirty million
dollars ($30,000,000), but not greater than forty
million dollars ($40,000,000);


(d) 10% when the cumulative sum total of the price paid
to MFSNT hereunder for Work performed prior to the
date of payment is greater than forty million dollars
($40,000,000).


For purposes of calculating the sums to be included in the
Cost-plus Price as a result of the Additional Percentage, the
costs set forth in paragraphs 5.5 (f), (j) and (l), and
paragraphs 5.6 (f), (h) and (i) shall not be included. In the
event that an MFSNT invoice relates to Work above and below
any of the above thresholds. MFSNT shall prorate its invoice
to reflect to the appropriate Additional Percentages.


5.3 The "Cost Cap" shall be the percentage limitations set forth
below multiplied by the direct cumulative costs applicable to
a Project, which Cost Cap shall limit the indirect costs
recoverable by MFSNT in the event that MWR elects to pay the
Cost-plus Price:


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(a) 15% when the cumulative sum total of the price paid
to MFSNT hereunder for Work performed prior to the
date of payment is less than or equal to twenty
million dollars ($20,000,000);


(b) 12% when the cumulative sum total of the price paid
to MFSNT hereunder for Work performed prior to the
date of payment is greater than twenty million
dollars ($20,000,000), but not greater than thirty
million dollars ($30,000,000);


(c) 11% when the cumulative sum total of the price paid
to MFSNT hereunder for Work performed prior to the
date of payment is greater than thirty million
dollars ($30,000,000), but not greater than forty
million dollars ($40,000,000);


(d) 10% when the cumulative sum total of the price paid
to MFSNT hereunder for Work performed prior to the
date of payment is greater than forty million dollars
($40,000,000).


In the event that an MFSNT invoice relates to Work above and
below any of the above thresholds, MFSNT shall prorate its
invoice to reflect to the appropriate Cost Cap.


5.4 Reimbursable costs allowable for any Project shall be the
direct costs and, as limited by the Cost Cap, the indirect
costs and expenses which are actually incurred by MFSNT in the
performance of the Work respecting the Project and which are
necessary and incidental thereto. MWR shall identify a
representative of MWR for purposes of any consents for
expenditures required by this paragraph.


5.5 Direct costs shall include, but shall not be limited to, the
following:


(a) Travel expenses relating to trips to various
fabricating plants, subcontractor or material
supplier locations to inspect their facilities, the
progress of the Work and/or financial condition in
regard to the Work on the Project, provided prior
written approval for such expense is obtained from
MWR.


(b) Labor used in MFSNT's yard in connection with the
fabrication of items for use on a Project.


(c) The cost of all Work subcontracted and the cost of
all permanent materials, equipment and supplies
required. Credit shall be given MWR for all rebates
and trade or quantity discounts allowed by vendors
and received by MFSNT for the purchase of materials,
equipment, supplies or services.


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MFSNT shall evaluate competitive bids from suppliers
and subcontractors. MFSNT and MWR shall mutually
agree on the selection of subcontractors.


(d) The cost of all temporary and other expendable
services, materials and supplies, including fuel, oil
and grease, wire and manila rope, tarpaulin, cleaning
supplies, lumber and material used for temporary
structures, temporary wiring for electric power, and
such expendable supplies and services as are normally
consumed in performance of the Work. Any such
expendable materials and supplies for which MFSNT has
been reimbursed by MWR and which remain after
completion of the Work will be disposed of, for the
account of MWR, as directed by MWR.


(e) The cost of all necessary inspections, tests,
loading, handling, permits, transportation and
insurance of whatever character or description paid
by MFSNT or materials and supplies used by MFSNT.


(f) The cost of rental of all equipment required for the
Work. The cost of rental of equipment from third
parties shall be the actual rental rate charged. The
cost of rental of MFSNT's equipment shall be in
accordance with the rates taken from the Rental Rate
Blue Book for Construction Equipment, compiled by the
National Research & Appraisal Company ("Blue Book
Rates"). The rates charged for MFSNT's own equipment
or equipment owned by subsidiaries or Affiliates of
MFSNT under this Agreement shall be 100 percent of
the current rates, updated periodically to reflect
any adjustment in the Blue Book Rates. If Blue Book
Rates are not available for such equipment, the
rental rates applicable to MFSNT's own equipment or
equipment owned by the subsidiaries or affiliates of
MFSNT shall be based on the current market rates for
renting or leasing similar items from a third party
rental company. The cost of rental of any
miscellaneous MFSNT-owned equipment, shall be
established by MFSNT, subject to the approval of MWR.
Added to the above rental cost of MFSNT's own
equipment or equipment owned by subsidiaries or
Affiliates of MFSNT shall be repair material and
parts cost for minor repairs. Actual cost for fuel,
oil, grease, expendable supplies, services, and
repair Labor cost shall be reimbursed separately.
The cost of periodic overhauls of the major
components, such as engines, transmissions, etc., is
included in the rental rate.


(g) The cost of transportation, loading and unloading of
equipment and tools required for the Work.


(h) All sums paid for permits and inspection fees.


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(i) The fees of any consultants engaged in a
professional capacity having first obtained the prior
written approval of MWR.


(j) Losses and expenses, not compensated by insurance or
otherwise, including but not limited to the
deductible amount paid by MFSNT in connection with
the Work not covered by insurance, provided such has
resulted from causes other than the fault or neglect
of MFSNT, its subcontractors, agents or employees.


(k) Electric energy, fuel and other similar job site
items necessary to and entering into the cost of the
Work.


(l) All federal, state and local taxes and impositions,
except taxes on MFSNT's income, in connection with
the Work or materials to be performed or furnished
hereunder, including but not limited to, unemployment
and old age benefit taxes, sales taxes, use taxes,
property taxes and excise taxes.


(m) Such other items properly and reasonably chargeable
as direct costs of the Project.


5.6 Indirect costs (which are included in the Cost-plus Price
subject to the Cost Cap) shall include, but shall not be
limited to, the following:


(a) The cost of labor, including fringe benefits, payroll
insurance and taxes, and group medical, life and
disability coverage, as required for the Work. The
Project managers, construction superintendents,
engineers, office employees, CADD and surveying
personnel, purchasing agent and similar employees
stationed at the job site shall be considered as
labor and shall not exceed the number normally
employed on projects of this type, size and duration.
Salary levels for all MFSNT employees assigned to
the Project shall be established in accordance with
MFSNT's standard corporate policies.


(b) Vacation pay, sick leave pay, R&Rs and bonuses paid
to employees at the site, commensurate with MFSNT's
previous and existing policy. Vacation pay, sick
leave pay, and bonuses shall be prorated on a
calendar month basis for the period of time the
employee is assigned to the Project.


(c) The cost of moving supervisory and administrative
employees who are assigned to the Work from their
last place of employment in accordance with MFSNT's
previous and existing moving policy. Such moving
costs shall be subject to the prior written approval
of MWR.


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(d) Travel expense in connection with MFSNT's standard
R&R policy.


(e) In order to reduce the number of personnel assigned
to the Project or to expedite the performance of the
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