First Amendment to APA
7/31/00
                               FIRST AMENDMENT TO
                            ASSET PURCHASE AGREEMENT

         This  is  the  first   amendment  to  the  Asset   Purchase   Agreement
("Agreement") by and among Spectra Communications Group, LLC, ("Buyer"), and GTE
Midwest Incorporated ("Seller") dated July 8, 1999, as amended by a Supplemental
Agreement dated January 19, 2000.

                                    RECITALS

         WHEREAS, Buyer and Seller have determined that it is in their interests
to amend the  Agreement  and they desire to set forth in this document the terms
and conditions of said amendments;

         THEREFORE,  in consideration of the mutual covenants herein  expressed,
the parties hereby agree to amend the Agreement as follows:


         1.  Section 3.1 is amended by deleting  from the second and third lines
thereof  the  words  and   figures   "Two   Hundred   Ninety   Million   Dollars
($290,000,000)" and inserting in lieu thereof the words and figures "Two Hundred
Eighty-Nine Million Dollars ($289,000,000)."

         2.  Section  1.1 of the  Agreement  is hereby  amended  by adding a new
definition  "Waived  Claims" which means any claim or potential claim that Buyer
or its successors, assigns, or lenders may now or in the future have that Seller
has violated,  breached or otherwise  not performed any of Seller's  obligations
under any provision of the Agreement, if (i) such claims or potential claims are
related to obligations  under the  Communications  Assistance to Law Enforcement
Act ("CALEA"),  or (ii) such claims or potential claims are related to data from
Seller's MARK system,  or (iii) the facts or  circumstances  which are the basis
for such claim or potential  claim  occurred on or before July 10, 2000, and the
Buyer or any of their employees,  officers,  directors,  investors or agents had
knowledge on or before July 10, 2000 of the facts or circumstances which are the
basis for such claim or potential claim.

         3.  Subsection 5.2.1 of the Agreement is hereby amended by adding the
following as new Sub-subsection (h):

                  (h)  Notwithstanding  any other  provision of this  Agreement,
         Buyer  hereby  waives for all  purposes  other than fraud and  releases
         Seller from all liability and  responsibility  in respect of all Waived
         Claims arising pursuant to subsection 5.2.1 (a) through (g).

         4.  Subsection 5.2.2 of the Agreement is hereby amended by adding the
following as new Sub-subsection (g):

                  (g)  Notwithstanding  any other  provision of this  Agreement,
         Buyer  hereby  waives for all  purposes  other than fraud and  releases
         Seller from all liability and  responsibility  in respect of all Waived
         Claims arising pursuant to subsections 5.2.2 (a) through (f).

         5.  Section 8.3, entitled "Certain Waived Claims," is hereby added to
and made a part of the Agreement.

             8.3  Certain Waived Claims. Notwithstanding any other provision
         of this  Agreement,  Buyer waives for all purposes other than fraud and
         releases Seller from all liability and responsibility in respect of all
         Waived claims arising pursuant to Section 8.1.

         6.  Subsection 12.3(j) is hereby added to and made a part of the
Agreement:

                  (j)  Buyer acknowledges  and  agrees  that none of the  Waived
         Claims shall be an  Indemnifiable  Loss as defined in the Agreement and
         no Waived  Claims or any portion of the  reduction in the Base Purchase
         Price set forth in paragraph 1 of this  Amendment  shall  constitute an
         amount claimed against Seller as an Indemnifying  Party pursuant to the
         provisions of Section 12.3(d) of the Agreement. Seller acknowledges and
         agrees that none of the Waived  Claims or any portion of the  reduction
         in the Base Purchase  Price set forth in paragraph 1 of this  Amendment
         shall be credited against the amount of the indemnification obligations
         of the Seller set forth in Section 12.3(e) of the Agreement.

         In all other  respects,  the  Agreement  remains  unchanged and in full
force and effect in accord with its terms.

         This Amendment shall become effective upon execution by the parties.

         Executed this 31st day of July, 2000.



GTE MIDWEST INCORPORATED

By:   /s/ William M. Edwards, III
      ---------------------------
Name:  William M. Edwards, III
      ---------------------------
Title:   Vice President - Property Repositioning


SPECTRA COMMUNICATIONS GROUP, LLC

By:   /s/ Dorothy D. Rollins
      ---------------------------
Name:  Dorothy D. Rollins
      ---------------------------
Title:  President