RECITALS

                            CONFIDENTIAL TREATMENT                  EXHIBIT 10.7

                       FOURTH AMENDMENT TO IRU AGREEMENT

       This Amendment to IRU Agreement ("Amendment") is made and entered into as
of the 5th day of February, 1999, by and between Qwest Communications
Corporation ("Qwest") and GTE Intelligent Networks Services Incorporated
("GTE").

                                    RECITALS

       A.  Qwest and GTE previously entered into an IRU Agreement dated as of
       May 2, 1997, as amended by the First Amendment dated August 13, 1997, the
       Second Amendment dated May 29, 1998 and the Third Amendment dated
       November 16, 1998 (the "Agreement").

       B.  Qwest and GTE wish to amend the Agreement to add additional Dark
       Fiber.

                                   AGREEMENT

       In consideration of the foregoing and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
Qwest and GTE agree as follows:

       1.  Unless otherwise defined herein, all capitalized terms used herein
shall have the meanings given to them in the Agreement.

       2.  In accordance with Section 1.01(a) and subject to the provisions of
the Agreement, Qwest hereby grants GTE an IRU in twenty four (24) Dark Fibers in
a route in Dallas, Texas described as follow: Commencing at 0000 Xxxxx Xxxxxx,
then proceeding south along N. Peak Street to Live Oak then, proceeding
southwest along Live Oak to N. Pearl, continuing northwest to San Jacinto,
continuing northeast to Xxxxxxx and then continuing southeast to 2323 Xxxxx;
then from 0000 Xxxxx Xxxxxx along Xxxxx to 0000 Xxxxx Xxxxxx (the "Dallas Ring
Fibers"), as shown on the map attached hereto.

       3.  GTE hereby agrees to pay Qwest an IRU Fee of [*Material Omitted and
Separately Filed Under an Application for Confidential Treatment] for the Dallas
Ring Fibers. [*Material Omitted and Separately Filed Under an Application for
Confidential Treatment].

       4.  Except as modified in this Amendment, all other provisions of the
Agreement shall be applicable to the Dallas Ring Fibers.



                            CONFIDENTIAL TREATMENT

       In Witness Whereof, Qwest and GTE have executed this Amendment effective
as of the day first written above.

QWEST COMMUNICATIONS                         GTE INTELLIGENT NETWORK SERVICES
CORPORATION                                  INCORPORATED

By_____________________________              By_____________________________
Name:                                        Name:
Title:                                       Title:
Date:                                        Date:



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