This Founding Member Agreement is entered into and effective as of January 1, 1999, between and among, ALLTEL Communications Service Corporation, American Electric Power Service Corporation, Ameritech Ohio, Cincinnati Bell Telephone Co., Cinergy Corp., FirstEnergy Corp., GTE North Inc., Monongahela Power Company (dba Allegheny Power), Ohio Rural Electric Cooperatives, Inc., United Telephone Company of Ohio (aka Sprint), collectively referred to hereafter as "Founding Members".

The parties hereto desire to form an association of pole-owning utilities to be called the Ohio Joint Use Notification System ("OJUNS"). The parties forsee OJUNS incurring certain expenses associated with membership in the National Joint Use Notification System ("NJUNS"). The parties desire to share such expenses according to the terms of this Founding Member Agreement .

The parties hereto acknowledge the accuracy of the above background information and agree as follows:

Section 1: Membership. The Founding Members hereby form OJUNS for the purpose of improving joint use notification among the membership of OJUNS.

Section 2: Membership Rules. The Founding Members will establish procedures for initiating and amending membership rules. Such Membership Rules shall govern administration of OJUNS in all matters not set forth in this Founding Member Agreement. The terms and conditions of this Founding Member Agreement and the Membership Rules shall be interpreted as consistent wherever possible. If the Membership Rules and this Founding Member Agreement are inconsistent, then the terms of the Founding Member Agreement shall apply.

Section 3: Fees. The Founding Members shall contribute $3500.00 for initial implementation and the 1999 maintenance fees. The Membership Rules shall establish all fees to be paid by members. The above fee for Founding Members is waived for Ohio Rural Electric Cooperatives, Inc. in exchange for a contribution of services.

Section 4: New members. New members shall be admitted to OJUNS provided such new members comply in all respects with the Membership Rules and pay any required fees.

Section 5: Termination of Membership. Any member may voluntarily terminate its membership by providing sixty (60) days prior written notice to OJUNS. Such member shall pay any and all fees due prior to such termination and shall not be entitled to any prorated refund of fees. Any member who fails to abide by the Membership Rules or breaches the terms of this Founding Member Agreement may have its membership in OJUNS involuntarily terminated.

A. Nothing in this Founding Member Agreement is intended, or shall be deemed to constitute a joint venture, partnership or agency among the members. This Founding Member Agreement may be executed in multiple counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument. All Ohio affiliates of members shall be entitled to receive OJUNS' services.

B. This Founding Member Agreement is between and among the members only, and is not intended to and does not create any rights in any person who is not a party to this Founding Member Agreement.

Executed as of the date set forth above.

ALLTEL Communications Service Corporation

By __________________________

American Electric Power Service Corporation

By_________________________

Ameritech Ohio

By ______________________

Cincinnati Bell Telephone Co.

By ______________________

Cinergy Corp.

By _______________________

FirstEnergy Corp.

By ________________________

GTE North Inc.

By_________________________

Mononghela Power Company DBA Allegheny Power

By _____________________

Ohio Rural Electric Cooperatives, Inc.

By ________________________

United Telephone Company of Ohio, aka Sprint

By ______________________