Exhibit 10.4
                                THIRD AMENDMENT AND WAIVER

     This THIRD  AMENDMENT  AND WAIVER  (this  "Third  Amendment"),  dated as of
January 31, 2003,  is entered into by Level 3  Communications,  Inc., a Delaware
corporation  ("Parent"),  Level  3  Communications,   LLC,  a  Delaware  limited
liability   company  and  an  indirect   wholly  owned   subsidiary   of  Parent
("Communications  LLC"),  Greenland  Managed  Services  LLC, a Delaware  limited
liability  company and an indirect wholly owned  subsidiary of Parent  (together
with  Communications  LLC,  "Purchaser"),  Genuity Inc., a Delaware  corporation
("Genuity"),  and the  subsidiaries  of Genuity  listed on the  signature  pages
hereto (each a "Seller" and together with Genuity,  including their  successors,
the "Sellers").

     WHEREAS, Sellers,  Purchaser and Parent have entered into an Asset Purchase
Agreement,  dated as of November  27, 2002,  which was amended by an  Amendment,
Consent and Waiver  dated as of December 30, 2002 and the Second  Amendment  and
Waiver dated as of January 21, 2003 (the "Purchase Agreement"),  relating to the
purchase and sale of certain  assets and the  assumption of certain  liabilities
relating to the Business;

     WHEREAS,  Sellers,  Parent and Purchaser desire to amend certain provisions
of, and certain Exhibits and Schedules to, the Purchase Agreement; and

     WHEREAS,  Sellers,  Purchaser and Parent desire to waive certain provisions
of the Purchase Agreement, and consent to certain deviations therefrom;

     NOW,  THEREFORE,  in consideration of the foregoing  premises and for other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties agree as follows:

     Section 1. Definitions;  Section and Exhibit References.  Capitalized terms
used but not otherwise  defined herein shall have the meanings  specified in the
Purchase Agreement. Except where expressly noted, references contained herein to
Sections and Exhibits refer to Sections and Exhibits of the Purchase Agreement.

     Section 2. Amendment of Exhibit G. Exhibit G is hereby amended and restated
in its  entirety  as set  forth  on  Exhibit  G  hereto.  In  addition,  (a) the
provisions  of Section  6.7(d) are deemed to be  satisfied  with  respect to the
Sellers'  obligation  to use their  best  efforts to obtain the Sale Order on or
prior to January 31, 2003,  and (b) the  provisions of Section  12.1(d)(vi)  are
waived with respect to any right to terminate the Purchase Agreement arising out
of the fact that Exhibit G to this Third Amendment  differs from Exhibit G as it
existed prior to this Third  Amendment.  For the avoidance of doubt, the parties
hereby  acknowledge  and agree that for all purposes of the Purchase  Agreement,
from and after the date  hereof,  references  to the Sale Order  shall  refer to
Exhibit G, as amended hereby.

     Section 3. Settlement  Agreement  Order.  The parties hereto agree that the
provisions of Section  6.7(e) are deemed to have been  satisfied with respect to
Sellers'  obligations  to use  their  best  efforts  to  obtain  the  Settlement
Agreement Order on or prior to January 31, 2003.


     Section 4.  Limitation on Consent.  This Third  Amendment is limited to the
express terms hereof,  and nothing herein shall be deemed to be an amendment to,
consent  with  respect  to, or waiver of, any other  provision  of the  Purchase
Agreement,  which shall remain in full force and effect. To the extent an action
would have in the absence of this Third Amendment constituted a breach of both a
provision  amended,  waived or  deleted  hereby  and  another  provision  of the
Purchase  Agreement,  following  this Third  Amendment  such action  would still
constitute a breach of such other provision.

     Section 5.  Miscellaneous.  All terms and  provisions  contained in Article
XIII of the Purchase Agreement (other than  Sections 13.4,  13.5, 13.6 and 13.13
thereof),   including  all  related  definitions,  are  incorporated  herein  by
reference to the same extent as if expressly set forth herein

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     IN WITNESS  WHEREOF,  Sellers,  Purchaser  and  Parent  have  executed  and
delivered  this Third  Amendment and Waiver as of the day and year first written
above.

LEVEL 3 COMMUNICATIONS, LLC

By:   /s/ Robert M. Yates
      Name: Robert M. Yates
      Title:   Vice President

LEVEL 3 COMMUNICATIONS, INC.

By:   /s/ Robert M. Yates
      Name: Robert M. Yates
      Title:   Vice President

GREENLAND MANAGED SERVICES LLC

By:   /s/ Robert M. Yates
      Name: Robert M. Yates
      Title:   Vice President

GENUITY INC.

By: /s/ Daniel P. O'Brien
      Name: Daniel P. O'Brien
      Title:   Executive Vice President and Chief Financial Officer

GENUITY INTERNATIONAL INC.

By: /s/ Daniel P. O'Brien
      Name: Daniel P. O'Brien
      Title:   Executive Vice President and Chief Financial Officer

GENUITY INTERNATIONAL NETWORKS INC.

By: /s/ Daniel P. O'Brien
      Name: Daniel P. O'Brien
      Title:   Executive Vice President and Chief Financial Officer


GENUITY SOLUTIONS INC.

By: /s/ Daniel P. O'Brien
      Name: Daniel P. O'Brien
      Title:   Executive Vice President and Chief Financial Officer

GENUITY TELECOM INC.

By: /s/ Daniel P. O'Brien
      Name: Daniel P. O'Brien
      Title:   Executive Vice President and Chief Financial Officer

GENUITY EMPLOYEE HOLDINGS LLC

By: /s/ Daniel P. O'Brien
      Name: Daniel P. O'Brien
      Title:   Executive Vice President and Chief Financial Officer