CO-LOCATION FACILITIES

     Each UNE we deploy, whether for local service or high-speed DSL service,
will be a direct connection from our customer to one of our co-location
facilities located in the central office of the incumbent local exchange
carrier.  Within each co-location facility we have deployed, or are deploying,
both Lucent digital access nodes to support switched voice services and digital
subscriber line access multiplexes, or DSLAMs, to support our high-speed DSL
service offering. By designing our co-locations in this manner we are able to
allocate the overhead costs associated with deploying co-locations across
multiple products and revenue streams. This co-location architecture supports
integrated voice and data service and can be extended to support emerging
applications as customer requirements dictate.

     We expect to have 20 co-locations operational by August 1999 and an
additional 80 co-locations by year-end 1999. These co-locations and the
aggregate number of business lines currently served by the local telephone
company in these locations as of April 1, 1999 are set forth below.

                                  PLANNED             PLANNED                ADDRESSABLE BUSINESS
                               CO-LOCATIONS         CO-LOCATIONS      LINES SERVED BY CO-LOCATIONS AS OF
STATE                        BY AUGUST 1, 1999    BY YEAR-END 1999              APRIL 1, 1999
-----                        -----------------    ----------------    ----------------------------------

Connecticut................          3                    9                         196,263
Massachusetts..............          7                   32                         805,549
New Hampshire..............          2                    4                          90,979
New York...................          7                   14                         707,077
Rhode Island...............          1                    5                          98,559
Georgia....................          0                   11                         295,399
Florida....................          0                   25                         575,446
                                    --                  ---                       ---------
          Total............         20                  100                       2,769,272

     By year-end 2000, we expect to have 220 co-locations operational. Until we
have deployed the necessary co-location facilities in a specific geographical
region, our DSL services will utilize the underlying network of NorthPoint or
another DSL provider and our local exchange services will utilize the underlying
network of the incumbent or competitive local exchange carrier. As a co-location
becomes operational, we will migrate local and DSL customers onto our own network
facilities. As of May 15, 1999, we had sold over 35,000 local access lines, of
which approximately 14,290 are expected to be on-net and served out of the
co-locations we expect to deploy by year-end 1999.