FIRSTLINK COMMUNICATIONS INC, SB-2/A, 1998-06-18

FIRSTLINK COMMUNICATIONS INC
SB-2/A, 1998-06-18
TELEPHONE INTERCONNECT SYSTEMS

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<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON , 1998.
REGISTRATION NO. 333-49291
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

U. S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------------------

AMENDMENT NO. 2 TO
FORM SB-2

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

----------------------------------

FIRSTLINK COMMUNICATIONS, INC.
(Name of small business issuer in its Charter)

<TABLE>
<S> <C> <C>
OREGON 7385 93-1197477
(State or jurisdiction of (Primary Standard Industrial IRS Employer
organization) Classification Identification
Code Number) Number
</TABLE>

190 SW HARRISON
PORTLAND, OREGON 97201
(503) 306-4444
(Address and telephone number of Registrant's principal executive offices)

A. ROGER PEASE
190 SW HARRISON
PORTLAND, OREGON 97201
(503) 306-4444
(Name, address and telephone number of agent for service of process)

----------------------------------

COPIES TO:

DAVID H. DRENNEN, ESQ. GREGORY SICHENZIA, ESQ.
Neuman Drennen & Stone, LLC Sichenzia, Ross & Friedman, LLP
5350 South Roslyn Street, Suite 380 135 West 50th Street
Englewood, Colorado 80111 New York, New York 10020
(303) 221-4700 (303) 694-6287 (Fax) (212) 261-2007 (212) 664-7329 (Fax)

----------------------------------

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC:
AS SOON AS PRACTICABLE AFTER THE EFFECTIVE DATE OF THE REGISTRATION STATEMENT.

----------------------------------

If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. / /

If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /

If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /

If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /

<TABLE>
<CAPTION>
TITLE OF EACH CLASS OF AMOUNT TO
SECURITIES TO BE REGISTERED BE REGISTERED
<S> <C>
Units (each Unit consists of one share of Common Stock and one Common Stock
Purchase Warrant)(2)............................................................ 1,610,000
Common Stock(3)................................................................... 1,610,000
Common Stock Purchase Warrants(4)................................................. 1,610,000
Common Stock underlying Warrants(5)............................................... 805,000
Representatives' Options(6)....................................................... 140,000
Units underlying Representatives' Option (each Unit consists of one share of
Common Stock and one Common Stock Purchase Warrant)............................. 140,000
Common Stock underlying Representatives' Options.................................. 140,000
Common Stock Purchase Warrants underlying Representatives' Options................ 140,000
Common Stock, underlying Common Stock Purchase Warrant underlying Representatives'
Options......................................................................... 70,000
TOTAL

<CAPTION>
PROPOSED MAXIMUM
SECURITIES TO BE REGISTERED PER UNIT(1)
<S> <C>
Units (each Unit consists of one share of Common Stock and one Common Stock
Purchase Warrant)(2)............................................................ $5.50
Common Stock(3)................................................................... --
Common Stock Purchase Warrants(4)................................................. --
Common Stock underlying Warrants(5)............................................... $8.10
Representatives' Options(6)....................................................... $0.001
Units underlying Representatives' Option (each Unit consists of one share of
Common Stock and one Common Stock Purchase Warrant)............................. $7.70
Common Stock underlying Representatives' Options.................................. --
Common Stock Purchase Warrants underlying Representatives' Options................ --
Common Stock, underlying Common Stock Purchase Warrant underlying Representatives'
Options......................................................................... $8.10
TOTAL

<CAPTION>
PROPOSED MAXIMUM
TITLE OF EACH CLASS OF AGGREGATE
SECURITIES TO BE REGISTERED OFFERING PRICE
Units (each Unit consists of one share of Common Stock and one Common Stock
Purchase Warrant)(2)............................................................ $8,855,000
Common Stock(3)................................................................... --
Common Stock Purchase Warrants(4)................................................. --
Common Stock underlying Warrants(5)............................................... $6,520,500
Representatives' Options(6)....................................................... $140
Units underlying Representatives' Option (each Unit consists of one share of
Common Stock and one Common Stock Purchase Warrant)............................. $1,078,000
Common Stock underlying Representatives' Options.................................. --
Common Stock Purchase Warrants underlying Representatives' Options................ --
Common Stock, underlying Common Stock Purchase Warrant underlying Representatives'
Options......................................................................... $567,500
TOTAL $17,021,140

TITLE OF EACH CLASS OF AMOUNT OF

SECURITIES TO BE REGISTERED REGISTRATION FEE

Units (each Unit consists of one share of Common Stock and one Common Stock
Purchase Warrant)(2)............................................................ $2,612

Common Stock(3)................................................................... --

Common Stock Purchase Warrants(4)................................................. --

Common Stock underlying Warrants(5)............................................... $1,924

Representatives' Options(6)....................................................... $0

Units underlying Representatives' Option (each Unit consists of one share of
Common Stock and one Common Stock Purchase Warrant)............................. $318

Common Stock underlying Representatives' Options.................................. --

Common Stock Purchase Warrants underlying Representatives' Options................ --

Common Stock, underlying Common Stock Purchase Warrant underlying Representatives'
Options......................................................................... $167

TOTAL $5,021

</TABLE>

(1) Estimated solely for the purpose of calculating the registration fee

(2) Includes 210,000 Units subject to the Underwriters' overallotment option

(3) Includes 210,000 shares subject to the Underwriters' overallotment option

(4) Includes 210,000 Warrants subject to the Underwriters' overallotment option

(5) Issuable upon exercise of the Common Stock Purchase Warrants

(6) The Representatives' Options entitle the Representatives to purchase 140,000
Units at $7.70 per Unit. The Common Stock and Warrants included in the Units
underlying the Representatives' Options may only be purchased together. The
Representatives' Options are exercisable over a four-year period commencing
one year from the effective date of this Registration Statement.

----------------------------------

Pursuant to Rule 416, there are also being registered such additional shares
and warrants as may become issuable pursuant to anti-dilution provisions upon
the exercise of the Warrants and Representatives' Options.

----------------------------------

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
FIRSTLINK COMMUNICATIONS, INC.
CROSS-REFERENCE INDEX

<TABLE>
<CAPTION>
ITEM NO. AND HEADING
IN FORM SB-2
REGISTRATION STATEMENT LOCATION IN PROSPECTUS
- ---------------------------------------------------------------- -----------------------------------------------------
<C> <S> <C>
1. Forepart of the Registration Statement and outside
front cover page of Prospectus..................... Forepart of Registration Statement and outside front
cover page of Prospectus

2. Inside front and outside back cover pages of
Prospectus......................................... Inside front and outside back cover pages of
Prospectus

3. Summary Information, Risk Factors and Ratio of
Earnings to Fixed Charges.......................... Prospectus Summary; Risk Factors

4. Use of Proceeds...................................... Use of Proceeds

5. Determination of Offering Price...................... Front Cover Page; Underwriting

6. Dilution............................................. Dilution

7. Plan of Distribution................................. Underwriting

8. Legal Proceedings.................................... Business--Legal Matters

9. Directors, Executive Officers, Promoters and
Controlled Persons................................. Management

10. Security Ownership of Certain Beneficial Owners...... Securities Ownership of Management and Principal
Shareholders

11. Description of Securities to be Registered........... Description of Securities

12. Interest of Named Experts and Counsel................ Legal Matters

13. Disclosure of SEC Position on Indemnification for
Securities Act Liabilities......................... Management--Limitation on Directors' Liability;
Indemnification

14. Organization Within Last Three Years................. Certain Transactions

15. Description of Business.............................. Prospectus Summary; Risk Factors; Business

16. Management's Discussion and Analysis or Plan of
Operation.......................................... Management's Discussion and Analysis of Financial
Condition and Results of Operations

17. Description of Property.............................. Business

18. Certain Relationships and Related
Transactions....................................... Certain Transactions

19. Market for Common Equity and Related Stockholder
Matters............................................ *

20. Executive Compensation............................... Management--Executive Compensation

21. Financial Statements................................. Financial Statements

22. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure................ *
</TABLE>

- ------------------------

* Omitted from Prospectus because Item is inapplicable or answer is in the
negative.

2
<PAGE>

SUBJECT TO COMPLETION, DATED JUNE 18, 1998

INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
<PAGE>
PROSPECTUS

1,400,000 UNITS
FIRSTLINK COMMUNICATIONS, INC.

EACH UNIT CONSISTING OF ONE SHARE OF COMMON STOCK
AND ONE COMMON STOCK PURCHASE WARRANT
------------------

FirstLink Communications, Inc., an Oregon Corporation (the "Company"), is
hereby offering to the public 1,400,000 units (the "Units"), each unit
consisting of one share (the "Shares") of common stock, no par value per share
("Common Stock"), and one common stock purchase warrant (the "Warrants"). The
anticipated initial public offering price of the Units is $5.50 per Unit
("Offering Price"), of which $.10 is the public offering price allocated to the
Warrants. Upon completion of the Offering of the Units (the "Offering"), the
Common Stocks and the Warrants will immediately trade separately. Two Warrants
entitle the holder to purchase one share of Common Stock at a price of $8.10 per
share ("Warrant Exercise Price") during the three-year period commencing on the
date of this Prospectus. The Warrants may be redeemed by the Company at any time
after the date of this Prospectus at a price of $.05 per Warrant on 45 days
written notice if the last sale price of the Common Stock exceeds $12.15 for at
least 20 of the 30 trading days immediately preceding the notice of redemption.
Upon 30 days written notice to all holders of the affected class of Warrants,
the Company shall have the right to reduce the exercise price and/or extend the
term of the Warrants. The Units, Common Stocks, and Warrants offered hereby are
sometimes herein collectively referred to as the "Securities." See "Description
of Securities."

Prior to the Offering, there has been no public market for the Common Stock
or the Warrants, and there can be no assurance that such a market will develop
after the effectiveness of the Offering. The offering price (the "Offering
Price") has been determined by negotiation between the Company and Kashner
Davidson Securities Corporation, Joseph Charles & Associates, Inc. and Joseph
Dillon & Company, Inc. (the "Representatives"), as representatives of the
several Underwriters ("Underwriters"). For a discussion of factors considered in
determining the Offering Price and the Warrant Exercise Price, see
"Underwriting."

The Representatives are currently negotiating with prospective underwriters
who may or may not become market makers in the Securities, but no additional
market makers for the Securities have been specifically identified at this time.
The Company has filed an application to list the Units, the Common Stock and
Warrants on the Nasdaq SmallCap Market under the symbols "FLCIU," "FLCI," and
"FLCIW." The Company has also filed an application to list the Units, the Common
Stock, and the Warrants on the Boston Stock Exchange under the symbols "FSLU,"
"FSL," and "FSLW."

------------------------

THE SECURITIES OFFERED HEREBY ARE SPECULATIVE AND INVOLVE A HIGH DEGREE OF
RISK AND SUBSTANTIAL IMMEDIATE DILUTION. SEE "RISK FACTORS" BEGINNING AT PAGE 7
AND "DILUTION."
---------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION (THE "COMMISSION") OR ANY STATE SECURITIES
COMMISSION NOR HAS THE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

<TABLE>
<CAPTION>
PRICE TO PUBLIC UNDERWRITING PROCEEDS TO
(1) DISCOUNT (1) COMPANY (1)(2)
<S> <C> <C> <C>
Per Unit................................................. $5.50 $.55 $4.95
Total (3)................................................ $7,700,000 $770,000 $6,930,000
(see Notes, next Page)
</TABLE>

The Securities are being offered by the several Underwriters on a firm
commitment basis, subject to prior sale, when, as and if delivered to and
accepted by the Underwriters, and subject to withdrawal or cancellation of the
offer without notice and to their right to reject any order, in whole or in
part, and to certain other conditions. It is expected that delivery of the
certificates representing the Securities will be made on or about , 1998.
------------------------

KASHNER DAVIDSON SECURITIES CORPORATION JOSEPH CHARLES & ASSOCIATES, INC.

JOSEPH DILLON & COMPANY, INC.

THE DATE OF THIS PROSPECTUS IS , 1998
<PAGE>
(1) Excludes a non-accountable expense allowance equal to 3% of the gross
proceeds of the Offering payable to the Representatives, and the sale to the
Representatives for $140 of an option (the "Representatives' Option") to
purchase up to 140,000 Units at a price of $7.70 per Unit, exercisable over
a period of four years commencing one year from the date of this Prospectus.
The Company also has agreed to indemnify the Underwriters against certain
liabilities, including liabilities under the Securities Act of 1933, as
amended (the "Securities Act"). See "Underwriting."

(2) Before deducting offering expenses payable by the Company of approximately
$391,000, including the non-accountable expense allowance to the
Representatives'. See "Underwriting."

(3) The Company has granted the Underwriters a 45-day option to purchase up to
an additional 210,000 Units on the same terms as set forth above to cover
over-allotments, if any (the "Over-allotment Options"). If the Underwriters
exercise such options in full, the total Price to Public, Underwriting
Discount, and Proceeds to Company will be $8,855,000, $885,500, and
$7,969,500 respectively. See "Underwriting."

Any modification to the Offering will be made by means of an amendment to
the Prospectus. The Company reserves the right to withdraw or cancel the
Offering without notice, and to reject any orders, in whole or in part, for the
purchase of any of the offered Securities.

------------------------

Upon effectiveness of the Registration Statement of which this Prospectus is
a part the Company will be subject to the reporting and other requirements of
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the
Company intends to furnish its stockholders with annual reports containing
financial statements audited by independent certified public accountants, as
well as quarterly financial information for each of the first three quarters of
each fiscal year. The Company will also file reports, proxy statements and other
information with the Securities and Exchange Commission ("Commission").

CERTAIN PERSONS PARTICIPATING IN THE OFFERING MAY ENGAGE IN TRANSACTIONS
WHICH STABILIZE, MAINTAIN, OR OTHERWISE AFFECT THE PRICE OF THE COMMON STOCK OR
WARRANTS AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET,
INCLUDING BY ENTERING STABILIZING BIDS, EFFECTING SYNDICATE CONVERTING
TRANSACTIONS, OR IMPOSING PENALTY BIDS. SUCH TRANSACTIONS MAY BE EFFECTED ON
NASDAQ OR OTHERWISE. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY
TIME. FURTHER, SUCH PERSONS MAY ENGAGE IN PASSIVE MARKET MAKING TRANSACTIONS IN
THE COMPANY'S SECURITIES ON NASDAQ IN ACCORDANCE WITH RULE 103 OF REGULATION M
UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. FOR A DESCRIPTION OF
THESE ACTIVITIES, SEE "UNDERWRITING."

2
<PAGE>
FORWARD-LOOKING STATEMENTS

When included in this Prospectus, the words "expects," "intends,"
"anticipates," "plans," "projects," and "estimates," and analogous or similar
expressions are intended to identify forward-looking statements. Such statements
involve known and unknown risks, uncertainties and other factors that may cause
actual results, performance or achievements of the Company to be materially
different from any future results, performance or achievements expressed or
implied by such forward-looking statements. The forward-looking statements made
in this Prospectus are based on current expectations that involve numerous risks
and uncertainties. The Company's plans and objectives are based, in part, on
assumptions involving the growth and expansion of business. Assumptions relating
to the foregoing involve judgments with respect to, among other things, future
economic, competitive and market conditions and future business decisions, all
of which are difficult or impossible to predict accurately and many of which are
beyond the control of the Company. Although the Company believes that its
assumptions underlying the forward-looking statements are reasonable, any of the
assumptions could prove inaccurate and, therefore, there can be no assurance
that the forward-looking statements made in this Prospectus will prove to be
accurate. In light of the significant uncertainties inherent in the
forward-looking statements made in this Prospectus, particularly in view of the
Company's early stage of operations, the inclusion of such information should
not be regarded as a representation by the Company or any other person that the
objectives and plans of the Company will be achieved.

3
<PAGE>
PROSPECTUS SUMMARY

THE FOLLOWING SUMMARY IS QUALIFIED IN ITS ENTIRETY BY THE MORE DETAILED
INFORMATION AND FINANCIAL STATEMENTS, INCLUDING THE RELATED NOTES THERETO,
APPEARING ELSEWHERE IN THIS PROSPECTUS. UNLESS OTHERWISE INDICATED, ALL
INFORMATION WITH REGARD TO THE CAPITAL STOCK OF THE COMPANY IN THIS PROSPECTUS,
INCLUDING SHARE AND PER SHARE INFORMATION, (I) ASSUMES NO EXERCISE OF ANY
OUTSTANDING OPTIONS OR WARRANTS OF THE COMPANY PRIOR TO THE OFFERING DESCRIBED
HEREIN, (II) ASSUMES NO EXERCISE OF THE WARRANTS, THE UNDERWRITERS'
OVER-ALLOTMENT OPTION, OR THE REPRESENTATIVES' OPTION SOLD IN THE OFFERING, AND
(III) GIVES EFFECT TO A 1- FOR -1.5 REVERSE STOCK SPLIT TO BE EFFECTED BY THE
COMPANY ON THE EFFECTIVENESS OF THE REGISTRATION STATEMENT OF WHICH THIS
PROSPECTUS IS A PART. (SEE "DESCRIPTION OF SECURITIES" AND "UNDERWRITING.")

THE COMPANY

The Company is a telecommunications company based in Portland, Oregon, that
provides integrated telecommunications and entertainment services to
multi-family apartment and condominium complexes. The Company offers a variety
of services to tenants including the following:

- Cable television
- Local telephone
- Long distance telephone
- Enhanced calling features, such as:

<TABLE>
<S> <C>
- - Call waiting - Call forwarding
- - Conference calling - Distinctive ringing
- - Account coding - Speed dialing
- - Restricted access dialing - Wake-up service
- - Voice mail
</TABLE>

- High Speed Internet access
- Telephone calling cards

Industry sources estimate that the market for US telecommunications services
represents approximately $210 billion. This includes local and long distance
telephone service and cable television. Management estimates that approximately
$7 billion of this figure is represented by the approximately 6 million
apartments in buildings of 200 units or more in the United States.

The Company currently leases telephone transmission facilities from U S West
Communications, Inc. ("USWC"), LDDS Worldcom and Frontier Communications. Cable
television signal is acquired by the Company from TCI Cablevision of Oregon,
Inc., a subsidiary of Tele-Communications, Inc. ("TCI"); and KBL Cablesystems of
the Southwest, a Time Warner company. Switching hardware used by the Company is
manufactured by Cortelco, formerly ITT Solid State, and Digital
Telecommunications Inc. Its high speed Internet services provider is GTE
Intelligent Network Services, Inc. The Company's Internet line provides access
speed, over existing telephone lines using standard equipment, of 1.544 Mb per
second, or approximately 27 times faster than the 56 kilobytes per second
provided by dial-up modems for use over existing telephone lines.

These services are all offered under the Company's service mark to tenants
of apartment and condominium complexes (referred to collectively herein as
"apartments") which are under exclusive contracts with the Company. The services
that are provided to the tenant are "transparent" to him; he does not have to
acquire additional equipment or utilize special procedures to utilize the
services. When a new tenant at a property which has a contract with the Company
signs a service agreement with the Company, the Company assigns the tenant a
telephone number, and installs all requested services in the tenant's apartment
prior to the time the tenant moves in. All services are installed prior to
tenant move-in, thereby eliminating the need to arrange for multiple
installations by multiple vendors. One customer service number covers all
potential service and inquiry needs. One bill is rendered to the tenant at the
end of the month integrating all services provided. Payment is accepted by cash,
check, wire transfer or credit card. In

4
<PAGE>
addition, all services are believed to be offered at or below retail market
prices. The tenant may retain his existing telephone number if allowed by the
incumbent local exchange carrier. There are no fees or interruptions of service
for tenants transferring to FirstLink from another supplier.

The Company provides additional incentives to the property manager or owner,
including the benefit of dealing with a single provider for all communication
services; the ability to offer tenants a complete, integrated package of
communication and entertainment services; and the ability to maintain or improve
occupancy rates by attracting and retaining tenants for whom communications and
entertainment services are important. The property manager or owner and leasing
agents also benefit from the receipt of commissions and further incentives for
successfully marketing the Company's service.

The Company currently has long-term contracts with 20 residential
developments in six cities in the United States, including properties owned by
Harsh Investment Corp, Paine Webber, and an affiliate of Prudential Insurance
Company of America. Eleven of those properties were on-line as of the date of
this Prospectus. The properties contain 4,661 apartment units.

The Company has been able to obtain contracts with building owners and
tenants in the Portland area. It intends to expand to other cities through
arrangements with companies that have established relationships with MDU's in
those cities. As an example, it recently entered into a letter of intent with
Web Service Company, Inc. ("WEB"), one of the largest providers of coin operated
laundry equipment and other services to apartment and condominium complexes in
the United States. Initially, WEB will market the Company's services to the 590
apartment complexes which WEB presently supplies ancillary services in Seattle,
Denver, Dallas, and the San Francisco Bay area, which represent approximately
150,000 units. See "Business--General" and "Business--WEB Agreement."

The Company believes that WEB, which has been in business for over 50 years,
has developed the credibility and recognition with property owners and managers
that will allow the Company to expand into its target markets more rapidly, with
greater penetration levels, and more cost effectively than it could do on its
own.

Approximately $40,000 of the proceeds of this Offering will be used by the
Company to fulfill its obligations under its current contracts in Portland. An
additional $3,652,000 will be used to purchase equipment for additional
expansion in Portland and expansion into five additional cities. Approximately
$2,097,000 of the proceeds will be used to pay additional overhead to service
apartments in those cities. See "Use of Proceeds."

The Company's executive offices are located at 190 SW Harrison, Portland,
Oregon 97201, where its telephone number is (503) 306-4444.

5
<PAGE>
THE OFFERING

<TABLE>
<S> <C>
Securities offered............ 1,400,000 Units (1)

Common Stock outstanding
before the Offering......... 2,164,063 (2)

Common Stock outstanding after
the Offering................ 3,564,063 (2)(3)

Use of proceeds............... Capital expenditures, system enhancements, and working
capital

Proposed Nasdaq Symbols:

Units....................... FLCIU

Common Stock................ FLCI

Warrants.................... FLCIW

Proposed Boston Stock Exchange
Symbols:

Units....................... FSLU

Common Stock................ FSL

Warrants.................... FSLW
</TABLE>

- ------------------------

(1) Until completion of the Offering, the Units may only be purchased on the
basis of one Common Share and one Warrant per Unit. Upon completion of the
Offering, the Common Shares and the Warrants will be immediately detachable
and separately transferable. Two Warrants entitle the holder to purchase one
share of Common Stock at a price of $8.10 per share ("Warrant Exercise
Price") during the three-year period commencing on the date of this
Prospectus. The Warrants may be redeemed by the Company at any time after
the date of this Prospectus at a price of $.05 per Warrant on 45 days
written notice if the last sale price of the Common Stock exceeds $12.10 for
at least 20 of the 30 trading days immediately preceding the notice of
redemption. Upon 30 days written notice to all holders of the affected class
of Warrants, the Company shall have the right to reduce the exercise price
and/or extend the term of the Warrants.

(2) Does not include (i) 533,333 shares of Common Stock reserved for issuance
upon exercise of options which have been granted under the Company's stock
incentive plan (The Plan), none of which have been exercised as of May 15,
1998, and which have exercise prices ranging from of $1.13 to $2.25 per
share, and of which 343,333 were subject to future vesting; (ii) 357,000
shares of Common Stock reserved for issuance upon exercise of other
outstanding warrants having exercise prices ranging from $.75 to $3.00 per
share; or (iii) 94,444 shares of Common Stock reserved for issuance upon
exercise of the outstanding warrants that will be converted into Warrants.
See "Management--Stock Options and Option Plans"; and Description of
Securities--Convertible Notes.

(3) Does not include 700,000 shares of Common Stock reserved for issuance upon
exercise of the Warrants (805,000 shares if the Over-allotment Option is
exercised in full). Assumes no exercise of (i) the Underwriters'
Over-allotment Options; and (ii) the Representative's Warrants.

6
<PAGE>
SUMMARY FINANCIAL DATA

Set forth below is selected summary financial information with respect to
the Company. Financial information as of and for each of the years in the
two-year period ended December 31, 1997, are derived from the financial
statements included elsewhere in this Prospectus and is qualified by reference
to such financial statements and the notes related thereto. Financial
information as of March 31, 1998 and for the three month periods ended March 31,
1998 and 1997 are derived from unaudited financial statements of the Company.
The unaudited financial statements have been prepared on the same basis as the
audited financial statements and, in the opinion of management, include all
adjustments, consisting only of normal recurring adjustments, necessary for a
fair presentation of the information set forth therein. The historical results
are not necessarily indicative of the operating results to be expected in the
future.

<TABLE>
<CAPTION>
YEAR ENDED THREE MONTHS ENDED
DECEMBER 31 MARCH 31
------------------------- ------------------------
1997 1996 1998 1997
------------ ----------- ----------- -----------
<S> <C> <C> <C> <C>
STATEMENTS OF OPERATIONS DATA:
Revenues.................................................. $ 879,903 $ 602,423 $ 283,483 $ 165,441
Operating expenses........................................ 1,351,524 972,767 530,456 259,343
Operating loss............................................ (471,621) (370,344) (246,973) (93,902)
Other expense, net........................................ 106,655 27,473 137,255 50,736
Net loss.................................................. (578,276) (397,817) (384,228) (144,638)
Basic and diluted loss per common share................... $ (.50) $ (.75) $ (.20) $ (.18)
Basic and diluted weighted average common shares.......... 1,162,397 533,309 1,918,398 785,078
</TABLE>

<TABLE>
<CAPTION>
MARCH 31, 1998
----------------------------
AS ADJUSTED
BALANCE SHEET DATA: DECEMBER 31, 1997 ACTUAL (1)
----------------- ------------ --------------
<S> <C> <C> <C>
Cash and cash equivalents...................................... $ 398,415 $ 409,132 $ 6,948,132
Working capital................................................ $ 59,464 $ 132,303 $ 6,671,303
Property and equipment, net.................................... $ 543,053 $ 542,182 $ 542,182
Total assets................................................... $ 1,060,821 $ 1,113,617 $ 7,652,617
Current liabilities............................................ $ 408,795 $ 376,728 $ 376,728
Long term debt, net of current portion......................... $ 388,017 $ 158,790 $ 158,790
Stockholders' equity........................................... $ 264,009 $ 578,099 $ 7,117,099
</TABLE>

<TABLE>
<CAPTION>
OTHER DATA: 12/31/96 3/31/97 6/30/97 9/30/97 12/31/97 3/31/98
----------- ----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
Number of Units Under Contract...................... 1,641 2,081 2,081 3,985 4,290 4,661
Number of Units Installed........................... 1,069 1,271 1,643 1,643 1,922 2,609
</TABLE>

- ------------------------

(1) Adjusted to reflect net proceeds of $6,539,000 from the sale by the Company
in this Offering of 1,400,000 Units at the assumed public offering price of
$5.50 per Unit.

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<PAGE>
RISK FACTORS

THE SECURITIES OFFERED HEREBY ARE SPECULATIVE AND INVOLVE A HIGH DEGREE OF
RISK. PROSPECTIVE INVESTORS SHOULD CAREFULLY CONSIDER THE POSSIBILITY OF THE
LOSS OF THEIR ENTIRE INVESTMENT IN THE COMPANY'S SECURITIES AND, ALONG WITH EACH
OF THE FOLLOWING FACTORS, CONSIDER THE INFORMATION SET FORTH ELSEWHERE IN THIS
PROSPECTUS.

RISK FACTORS RELATED TO THE BUSINESS OF THE COMPANY

INDEPENDENT AUDITORS RAISE SUBSTANTIAL DOUBT ABOUT THE COMPANY'S ABILITY TO
CONTINUE AS GOING CONCERN. The Company has only a limited operating history
upon which investors may base an evaluation of the likely performance of the
Company. Although certain of the directors and officers of the Company have
experience in managing businesses in related industries, they have only limited
experience in developing and operating shared tenant services. Any failure to
successfully develop or operate future properties could have a material adverse
effect on the Company's business, financial condition and results of operations.
The Company and its predecessors have generated operating revenues only since
September 1994. From inception through March 31, 1998, the Company has recorded
an accumulated deficit of $1,360,321. Management expects that the Company will
continue to incur losses for the foreseeable future. The continuation of the
Company for an extended period is dependent upon achieving adequate profit
margins to realize profitable operations. There can be no assurance that the
Company will realize earnings from operations or net profits. The Company has
funded its operations to date through the private sale of equity and debt
securities. The Company's independent auditors have included in their audit
report an explanatory paragraph which states that the Company's recurring losses
from operations raise substantial doubt about its ability to continue as a going
concern. See "Management's Discussion and Analysis of Financial Condition and
Results of Operations."

DEPENDENCE ON PROCEEDS OF THIS OFFERING; NEED FOR ADDITIONAL CAPITAL. The
Company is dependent on and intends to use virtually all of the net proceeds of
the Offering to purchase switches and related equipment necessary to provide
local telephone service in the Company's new and existing markets, fund the
increased working capital requirements associated with the Company's planned
market expansion, and enhance the Company's billing and customer care systems to
support the growing customer base.

DEPENDENCE UPON TCI. Nearly all of the apartment and condominium complexes
the Company has under contract utilize TCI to provide cable service. The Company
has negotiated exclusive agreements with TCI to provide such service on a
complex-by-complex basis. There can be no assurance that the Company will be
able to continue to negotiate cable service rates with TCI that are economically
feasible for the Company; or that it will be able to enter any such agreements
with cable companies in areas not served by TCI. If it is unable to obtain such
agreements, the Company's ability to provide its services to new complexes may
be severely adversely affected.

POTENTIAL ADVERSE EFFECT OF INSUFFICIENT CABLE PENETRATION. Under its
exclusive agreements with TCI, the Company pays TCI a monthly rate based on the
number of units in a complex, regardless of the number of subscribers to cable
service in the complex. The Company makes assumptions about the number of
subscribers that will purchase cable in the complex to determine the rate it can
afford to pay TCI. However, it is required to pay TCI regardless of the actual
subscription base of a particular complex. Accordingly, there is a risk that the
Company over-estimated the number of cable subscribers it will obtain in a
complex, which would have an adverse impact on its results of operations. See
"Business--Key Suppliers."

UNCERTAIN ABILITY TO MANAGE GROWTH. The Company intends to pursue an
aggressive growth strategy involving the development of customers in new
markets. This growth strategy will require, among other changes, expanded
operational and financial systems and the implementation of new control
procedures. The Company's future operating results will depend on its ability to
develop its infrastructure commensurate with revenues and on its ability to
attract, hire and retain skilled employees. There can be no

8
<PAGE>
assurance that the Company will be able to provide adequate services in areas in
which it wishes to expand or otherwise execute its business strategy, and its
ability to grow may be adversely affected thereby.

There can be no assurance that the Company will be able to manage any growth
effectively. Failure to manage growth effectively could have a material adverse
effect on the Company's business, financial condition and results of operations.
In addition, although the Company's management information systems ("MIS") are
adequate for its present level of business, as the Company expands it will need
to up-grade such systems. The Company will use a portion of the proceeds of this
Offering to acquire computer hardware, programming, and software to up-grade its
MIS. However, it is likely that the new systems will require a period of time
for the Company to adjust to the them and to integrate its existing future
business into such systems. The Company's billing and customer service may be
adversely affected by any delays in implementing such a system. See
"Business--Management Information Systems."

DEPENDENCE ON KEY PERSONNEL. The success of the Company is highly dependent
upon the continued services of A. Roger Pease, its President and Chief Executive
Officer, and Jeffrey S. Sperber, its Chief Financial Officer. The loss of the
services of such key personnel could adversely affect the Company's business,
financial condition and results of operations. The Company will require the
services of additional executive personnel in the future. The Company has no
employment agreements or non-compete agreements with any of its key personnel.
There can be no assurance that the Company will be successful in attracting and
retaining the personnel it requires to develop and operate its facilities or to
expand its operations. The Company does not carry key man life insurance on any
of its personnel. After the completion of this Offering, the Company will
attempt to obtain key man insurance on Roger Pease, Jeffrey Sperber, and David
Deluhery. See "Management."

COMPETITION. General and local market conditions, including, among others,
the presence of competing companies, may materially and adversely affect the
Company's business, financial condition and results of operations. The
competition in the telecommunications services industry is intense. Competitive
factors include location and quality of facilities, price and quality of
service. Competition may increase as a result of deregulation, allowing more
companies to enter the market for local telecommunications services, many of
which have held monopoly positions in the marketplace. Although the Company
believes it offers services that are superior to or more convenient than
competing services, many of the Company's existing and future competitors may
have financial, marketing and other resources that substantially exceed those
available to the Company. See "Business--Competition."

DEVELOPMENT AND CONSTRUCTION DELAYS. The Company's growth strategy is
dependent upon its ability to attract and retain additional customers. The
successful development of new customers will depend upon various factors,
including the availability of suitable sites, the ability of the Company to
successfully service contracts to meet construction schedules and budgets, and
the extent to which the Company otherwise performs in accordance with
expectations. Development and construction delays could have a material adverse
impact on the Company's business, financial condition and results of operations.

MANAGEMENT'S LACK OF VOTING INFLUENCE. Upon consummation of the Offering,
the Company's President, A. Roger Pease, will beneficially own 186,667 shares of
Common Stock, including vested options exercisable to acquire an additional
80,000 shares of Common Stock, together representing 5.1% of the total issued
and outstanding shares of Common Stock following completion of the Offering. All
of the Company's officers and directors as a group beneficially own only 450,630
shares of Common Stock, including vested options. Even giving effect to the
exercise of their outstanding and vested options, the Company's officers and
directors as a group would exercise voting control over only 11.8% of the
Company's outstanding shares of Common Stock following completion of the
Offering. As a result of this lack of voting influence as stockholders, there
can be no assurance that the Company's officers and directors will be able to
implement the plans and strategies described in this Prospectus. Further, it is
possible that stockholders with greater voting influence could initiate actions
which could be adverse to

9
<PAGE>
those plans or hostile to current management. See "Security Ownership of
Management and Principal Stockholders."

INDEMNIFICATION AND EXCULPATION. To the extent permitted by Oregon law, the
directors of the Company will not be liable to the Company or its stockholders
for monetary damages for conduct as directors. The Company's Articles of
Incorporation permit, and its Bylaws require, the Company to indemnify its
directors and officers against all damages incurred in connection with the
business of the Company to the fullest extent provided or allowed by law. The
exculpation provisions may have the effect of preventing stockholders from
recovering damages against the directors of the Company caused by their
negligence, poor judgment or other circumstances. The indemnification provisions
may require the Company to use its assets to defend the directors and officers
of the Company against claims, including claims arising out of their negligence,
poor judgment, or other circumstances. The Company has also entered into
indemnity agreements with each of its directors and officers.

RELIANCE ON MANAGEMENT. All decisions with respect to the management of the
Company will be made exclusively by the management. The stockholders will not
have any right or power to take part in the management of the Company. No
prospective investor should purchase any of the Securities offered hereby unless
the investor is willing to entrust all aspects of the management of the Company
to the Management. See "Management."

COMPENSATION PAYABLE TO MANAGEMENT AND OTHERS REGARDLESS OF
PROFITABILITY. The officers of the Company will receive salaries, presently
totaling $305,000 per year, which will be payable to them whether or not the
Company is profitable. The Company does not have employment contracts with any
of its officers. Upon completion of the Offering the Compensation Committee of
the Board of Directors of the Company will negotiate employment contracts with
Mssrs. Pease, Sperber, and Deluhery. See "Management--Executive Compensation."

NO ASSURANCE OF PROFITS. There is no assurance that the Company will
generate profits, or that its securities will appreciate in value or that
investors will be able to sell the securities acquired in the Offering at a
profit. The marketability and value of the Company's business will depend upon
many factors beyond the control of the Company, and there is no assurance that
there will be a ready market for the business operated by the Company.

YEAR 2000 EFFECT. While the Company believes that its software applications
are year 2000 compliant, there can be no assurance until the year 2000 occurs
that all systems will then function adequately. Further, if the software
applications of local exchange carriers, long distance carriers, cable providers
or others on whose services the Company depends are not year 2000 compliant, it
could have a material adverse effect on the Company's financial condition and
results of operations and the value of the Securities.

GOVERNMENT REGULATION. The business of the Company is subject to extensive
and changing laws and regulations, including those of the Federal Communications
Commission ("FCC") and state and local regulatory bodies such as public utility
commissions ("PUC"). Many of the operations of the Company are subject to
licensing requirements of federal, state and local law. The United States
Congress, the FCC, and state and local regulatory bodies in the past have
adopted, and may in the future adopt, new laws, regulations and policies
regarding a wide variety of matters that could affect the operations of the
Company's business. No assurance can be given that changes in current or future
regulations adopted by the United States Congress, the FCC, or state or local
regulatory bodies or legislative initiatives could not have a material adverse
effect on the Company. See "Business--Government Regulation."

RISK FACTORS RELATED TO THE OFFERING

POSSIBLE DEPRESSIVE EFFECT ON EARNINGS OF ISSUANCE OF WEB WARRANTS. The
Company has entered into a letter of intent with WEB to market the Company's
services to apartment complexes. Under the proposed contract, WEB will have the
right to earn warrants (the "WEB Warrants") to purchase shares of the

10
<PAGE>
Company's Common Stock on the basis of warrants to purchase 25 shares of Common
Stock for each customer WEB obtains a service agreement with the Company. WEB
can earn warrants to purchase up to 2,000,000 shares of Common Stock over the
five year term of the Agreement. The exercise price of the WEB Warrants will be
the public offering price of the Units sold in this Offering. Issuance of the
WEB Warrants will significantly dilute the ownership of present shareholders and
of those persons who invest in this Offering. Additionally, when Warrants are
issued to WEB, the Company will report a charge to its earnings (if any)
equivalent to the difference between the fair market value of the Common Stock
on the date the WEB warrants are issued (if greater than the WEB Warrant
exercise price) and the WEB Warrant exercise price. Any resulting decrease in
earnings (or increase in losses) may have a depressive effect on the market
price of the Company's Common Stock. See "BUSINESS--The WEB Agreement."

BROAD DISCRETION IN APPLICATION OF PROCEEDS. The proceeds to the Company
from the Offering, net of the expenses of the Offering, will be approximately
$6,539,000. Although the Company has tentatively allocated the net proceeds from
this offering for certain broad uses, the projected expenditures are estimates
and approximations and do not represent firm commitments of the Company. The
proceeds will be used primarily to expand into new buildings for which no
contracts presently exist, and for marketing. Accordingly, management of the
Company has broad discretion to adjust the application and allocation of the net
proceeds of this offering, in order to address changed circumstances and
opportunities. In the event that the Company's plans change, or if the proceeds
of this offering, the Company's results of operations or cash flow prove to be
insufficient to fund operations, the Company may find it necessary to reallocate
some or all of the proceeds from the offering. See "Use of Proceeds."

DILUTION. As of the date of this prospectus, the Company has sold the
2,164,063 shares of Common Stock outstanding at an average cost per share of
approximately $.93, which is $4.57 per share less than the Offering Price. In
February-March 1998, the Company sold units which were essentially identical to
the Units offered hereby at $2.25 per unit. At March 31, 1998, the Company had a
net tangible book value (total assets less total liabilities and intangible
assets) of $578,099 or $.27 per share of Common Stock outstanding, based on
2,164,063 shares issued and outstanding. Giving effect to the sale of 1,400,000
Units by the Company in the Offering, after deduction of the expenses of the
Offering, the Company will have a net tangible book value of approximately
$7,117,099 or $2.00 per share. Investors in the Offering will sustain an
immediate substantial dilution of $3.50 (64%) of their price per share. See
"Dilution."

LIMITED MARKET FOR SECURITIES; ARBITRARY DETERMINATION OF PRICES. There has
been no market for the Common Stock or Warrants of the Company prior to the
effective date of the Registration Statement of which this Prospectus is a part,
and there is no assurance that an active public trading market for the
Securities will develop or be sustained in the foreseeable future. In the
absence of a public market for those securities, the public offering price of
the Units and the exercise price of the Warrants were determined by negotiations
between the Representative and the Company. Among the factors considered in
determining the Offering Price and the Warrant Exercise Price were the prospects
for the Company, an assessment of the industry in which the Company operates, an
assessment of management, the number of shares of Common Stock and Warrants
offered, the price the purchasers of such securities might be expected to pay
given the nature of the Company, and the general conditions of the securities
markets at the time of the Offering. Accordingly, the offering prices set forth
on the cover page of this Prospectus or the exercise price of the Warrants
should not be regarded as indications of the actual value of the Company or the
Securities or of any future market price of the Company's Common Stock.
Moreover, there can be no assurance that the market price of the Securities will
not decline following the Offering, or that investors will be able to sell any
of the Securities purchased hereunder at a price equal to or greater than the
prices paid therefor.

UNDERWRITERS' INFLUENCE ON THE MARKET. A significant number of Units will
be sold to customers of the Underwriters. Such customers may subsequently engage
in transactions for the sale or purchase of the Securities through or with the
Underwriters. Although they have no legal obligation to do so, the

11
<PAGE>
Underwriters from time to time in the future may make a market in and otherwise
effect transactions in the Securities. To the extent the Underwriters do so,
they may be a dominating influence in any market that might develop and the
degree of participation by the Underwriters may significantly affect the price
and liquidity of the Securities. Such market making activities, if commenced,
may be discontinued at any time or from time to time by the Underwriters without
obligation or prior notice. Depending on the nature
and extent of the Underwriters' market making activities and retail support of
the Company's securities at such time, the Underwriters' discontinuance could
adversely affect the price and liquidity of the Securities.

POSSIBLE VOLATILITY OF STOCK PRICES; PENNY STOCK RULES. The
over-the-counter markets for securities such as the Securities offered hereby
historically have experienced extreme price and volume fluctuations during
certain periods. These broad market fluctuations and other factors, such as new
product developments and trends in the Company's industry and investment markets
generally, as well as economic conditions and quarterly variations in the
Company's results of operations, may adversely affect the market price of the
Company's Common Stock. Although applications have been made to have the
Securities be approved for quotation on the Nasdaq Small Cap Market, even if the
applications are initially approved, there can be no assurance that they will
remain eligible to be included on Nasdaq. In the event that the Securities were
no longer eligible to be included on Nasdaq, they could be subject to rules
adopted by the Commission regulating broker-dealer practices in connection with
transactions in "penny stocks" which could materially, adversely affect the
liquidity of the Company's securities. The regulations define a penny stock as
any equity security not listed on a regional or national exchange or NASDAQ that
has a market price of less than $5.00 per share, subject to certain exceptions.
The material, adverse effects of such designation could include, among other
things, impaired liquidity with respect to the Company's securities and
burdensome transactional requirements associated with transactions in the
Company's securities, including, but not limited to, waiting periods, account
and activity reviews, disclosure of additional personal financial information
and substantial written documentation. These requirements could lead to a
refusal of certain broker-dealers to trade or make a market in the Company's
securities. See "--Penny Stock Regulation."

SHARES ELIGIBLE FOR FUTURE SALE. As of March 31, 1998, 2,164,063 shares of
the Company's Common Stock were issued and outstanding, all of which are
"restricted securities." Those shares may, under certain circumstances, in the
future, be sold in compliance with Rule 144 adopted under the Securities Act.
Holders of 935,556 shares of Common Stock, 188,888 Warrants, and 94,444 shares
of Common Stock underlying those Warrants have agreed not to sell those
securities for a period of one year after the date of this Prospectus. The
holders of all other restricted securities have agreed not to sell their shares
for a period of one year after the date of this Prospectus without the
Representatives' prior written consent. In general, under Rule 144, subject to
the satisfaction of certain other conditions, a person, including an affiliate
of the Company, who has beneficially owned restricted shares of Common Stock for
at least one (1) year is entitled to sell, within any three-month period, a
number of shares that does not exceed the greater of 1% of the total number of
outstanding shares of the same class, or if the Common Stock is quoted on Nasdaq
or a stock exchange, the average weekly trading volume during the four (4)
calendar weeks immediately preceding the sale. A person who presently is not and
who has not been an affiliate of the Company for at least three (3) months
immediately preceding the sale and who has beneficially owned the shares of
Common Stock for at least two (2) years is entitled to sell such shares under
Rule 144 without regard to any of the volume limitations described above.

The Company is authorized to grant options to purchase 533,333 shares of
Common Stock pursuant to a stock option plan for key employees, officers, and
directors (the "Plan"). As of May 15, 1998, stock options to purchase 533,333
shares of Common Stock have been granted under the Plan. See
"Management--Executive Compensation-Stock Options and Option Plans." Although
the Company has no present plans to register for sale under the Securities Act
shares issuable upon exercise of the options granted pursuant to the Plan, if it
should do so, when the options are exercised and the shares issued they would be
freely tradeable, except for certain limitations imposed upon directors,
officers and affiliates who exercise options granted under the Plan.

12
<PAGE>
No prediction can be made as to the effect, if any, that sales of shares of
Common Stock or the availability of such shares for sale will have on the market
prices prevailing from time to time. Nevertheless, the possibility that
substantial amounts of Common Stock may be sold in the public market may
adversely affect prevailing market prices for the Common Stock and could impair
the Company's ability to raise capital in the future through the sale of equity
securities. Actual sales or the prospect of future sales of shares of Common
Stock under Rule 144 may have a depressive effect upon the price of the Common
Stock and the market therefor.

AUTHORIZATION OF PREFERRED STOCK. The Company's Articles of Incorporation,
as amended, authorize the issuance of up to 1,000,000 shares of preferred stock,
no par value. The Board of Directors has been granted the authority to fix and
determine the relative rights and preferences of preferred shares, as well as
the authority to issue such shares, without further stockholder approval. As a
result, the Board of Directors could authorize the issuance of a series of
preferred stock which would grant to holders preferred rights to the assets of
the Company upon liquidation, the right to receive dividend coupons before
dividends would be declared to common stockholders, and the right to the
redemption of such shares, together with a premium, prior to the redemption of
Common Stock. Common stockholders have no redemption rights. The issuance of any
series of preferred stock under certain circumstances could adversely affect the
voting power or other rights of the holders of Common Stock, and under certain
circumstances, be used as a means of discouraging, delaying or preventing a
change in control of the Company. The Company does not presently intend to issue
any Preferred Stock. See "Description of Securities."

AUTHORIZATION OF ADDITIONAL SHARES. The Company's Articles of
Incorporation, authorizes the issuance of up to 20,000,000 shares of Common
Stock, of which 2,164,063 shares were outstanding on May 15, 1998. The Company's
Board of Directors has the authority to issue additional shares of Common Stock
and to issue options and warrants to purchase shares of the Company's Common
Stock without stockholder approval. Future issuance of Common Stock could be at
values substantially below the Offering Price in the Offering and therefore
could represent further substantial dilution to investors in the Offering. In
addition, the Board could issue large blocks of voting stock to fend off
unwanted tender offers or hostile takeovers without further stockholder
approval.

MARKET OVERHANG FROM OUTSTANDING OPTIONS AND WARRANTS. Immediately after
the Offering the Company will have outstanding 533,333 options to purchase
shares of Common Stock which have been granted under the Plan. All of the
options granted under the Plan have exercise prices which were at or above the
fair market value of the Common Stock on the date of grant. Additionally the
Company will not grant non-qualified options with an exercise price of less than
85% of the fair market value of the Common Stock on the date of grant. The
Company will also have Common Stock purchase warrants ("Private Warrants")
exercisable to purchase 357,000 shares of Common Stock at exercise prices
ranging from $.75 - $3.00 per share; 700,000 shares underlying the Warrants
issued in this Offering; and an additional 94,444 shares underlying warrants
that convert into warrants identical to the Warrants. The Company may also issue
warrants (the WEB Warrants) to purchase up to 2,000,000 shares of Common Stock
to WEB. (The options, Private Warrants and WEB Warrants will be referred to as
the "Derivative Securities.") To the extent that such Derivative Securities are
exercised or converted, dilution to the interests of the Company's stockholders
may occur. Exercise or conversion of the Derivative Securities, or even the
potential of their exercise or conversion may have an adverse effect on the
trading price and market for the Company's Common Stock. The holders of the
Derivative Securities are likely to exercise or convert them at times when the
market price of the shares of Common Stock exceeds their exercise price.
Accordingly, the issuance of shares of Common Stock upon exercise of the
Derivative Securities may result in dilution of the equity represented by the
then outstanding shares of Common Stock held by other stockholders. Holders of
the Derivative Securities can be expected to exercise them at a time when the
Company would, in all likelihood, be able to obtain any needed capital on terms
which are more favorable to the Company than the exercise terms provided by such
Derivative Securities. See "Description of Securities" and "BUSINESS--The WEB
Agreement."

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<PAGE>
CURRENT PROSPECTUS AND STATE BLUE SKY REGISTRATION REQUIRED TO EXERCISE
WARRANTS. The Company will be able to issue shares of its Common Stock upon the
exercise of Warrants only if there is a current prospectus relating to the
Common Stock issuable upon the exercise of the Warrants under an effective
registration statement filed with the Securities and Exchange Commission and
such Common Stock is then qualified for sale or exempt therefrom under
applicable state securities laws of the jurisdictions in which the various
holders of Warrants reside. Although the Company has undertaken to maintain the
effectiveness of a current Prospectus covering the Common Stock underlying the
Warrants, there can be no assurance that the Company will be successful in
maintaining a current registration statement. The Warrants, therefore, may be
deprived of any value if for any reason a current prospectus covering the Common
Stock issuable upon exercise of the Warrants is not kept effective.

WARRANTS SUBJECT TO REDEMPTION. Two Warrants will entitle the holder to
purchase one share of Common Stock at an exercise price equal to $8.10 per Share
commencing from the effective date of this Prospectus. The Warrants are
redeemable by the Company for $.05 per Warrant at any time after the date of
this Prospectus upon at least forty-five (45) days prior written notice provided
(a) the closing high bid price of the Common Stock for twenty consecutive
trading days within the thirty-day period preceding the date of the notice of
redemption equals or exceeds $12.15; and (b) the Company has in effect a current
registration statement with the Commission registering the Common Stock issuable
upon exercise of the Warrants. In the event the Company exercises the right to
redeem the Warrants, a holder would be forced either to exercise the Warrants
within the period of the notice of redemption (which could occur at a time when
it may be disadvantageous to do so), to sell the Warrants at the then current
market price when the holder might otherwise wish to hold them, or to accept the
redemption.

PENNY STOCK REGULATION. In the event that the Company is unable to satisfy
the maintenance requirements for the Nasdaq Small Cap Market and its Common
Stock falls below the minimum bid price of $5.00 per share for the initial
quotation, trading would be conducted on the "pink sheets" or the NASD's
Electronic Bulletin Board. In the absence of the Common Stock being quoted on
Nasdaq, or listed on an exchange, trading in the Common Stock would be covered
by Rule 15g-9 promulgated under the Securities Exchange Act of 1934, as amended
(the "Exchange Act") if the Common Stock is a "penny stock." Under such rule,
broker-dealers who recommend such securities to persons other than established
customers and accredited investors must make a special written suitability
determination for the purchaser and receive the purchaser's written agreement to
a transaction prior to sale. Securities are exempt from this rule if the market
price is at least $5.00 per share.

The Commission adopted regulations that generally define a penny stock to be
any equity security that has a market price of less than $5.00 per share,
subject to certain exceptions. Such exceptions include an equity security listed
on Nasdaq, and an equity security issued by an issuer that has (i) net tangible
assets of at least $2,000,000, if such issuer has been in continuous operation
for three years, (ii) net tangible assets of at least $5,000,000, if such issuer
has been in continuous operation for less than three years, or (iii) average
revenue of at least $6,000,000 for the preceding three years. Unless an
exception is available, the regulations require the delivery, prior to any
transaction involving a penny stock, of a disclosure schedule explaining the
penny stock market and the risks associated therewith.

If the Company's Common Stock were to become subject to the regulations
applicable to penny stocks, the market liquidity for the Common Stock and
Warrants would be severely affected, limiting the ability of broker-dealers to
sell the common Stock and Warrants and the ability of purchasers in this
Offering to sell their Common stock and Warrants in the secondary market. There
is no assurance that trading in the Common Stock and Warrants will not be
subject to these or other regulations that would adversely affect the market for
such securities.

NON-REGISTRATION IN CERTAIN JURISDICTIONS OF SHARES UNDERLYING THE
WARRANTS. Although the Common Stock and the Warrants will not knowingly be sold
to purchasers in jurisdictions in which they are not registered or otherwise
qualified for sale, purchasers may buy the Common Stock or Warrants in the

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<PAGE>
aftermarket or may move to jurisdictions in which the shares of Common Stock
issuable upon exercise of the Warrants are not so registered or qualified during
the period that the Warrants are exercisable. In such event, the Company could
be unable to issue shares to those persons desiring to exercise their Warrants
unless and until the shares could be registered or qualified for sale in the
jurisdiction in which such purchasers reside, or an exemption to such
qualification exists or is granted in such jurisdiction. If the Company was
unable to register or qualify the shares in a particular state and no exemption
to such registration or qualification was available in such jurisdiction, in
order to realize any economic benefit from the purchase of the Warrants, a
holder might have to sell the Warrants rather than exercising them. No assurance
can be given, however, as to the ability of the Company to effect any required
registration or qualification of the Common Stock or Warrants in any
jurisdiction in which registration or qualification has not already been
completed. See "Description of Securities-Warrants."

POSSIBLE LOSS OF INVESTMENT. Most of the net proceeds of the Offering will
be expended at or prior to receipt of significant revenues by the Company.
Consequently, stockholders will be dependent upon the performance of the
Company's business for any return of their investment and risk the entire loss
of their investment if revenues are insufficient to cover expenses. In the event
that the business does not generate sufficient revenues to pay expenses,
stockholders could lose part or all of their investment.

15
<PAGE>
DILUTION

The net tangible book value of the Company at March 31, 1998, before giving
effect to the Offering, was $578,099 or $.27 per share, based upon 2,164,063
shares outstanding. Net tangible book value per share is determined by dividing
the number of outstanding shares of Common Stock into the net tangible book
value of the Company (total assets less total liabilities and intangible
assets). After giving effect to the sale of 1,400,000 Units by the Company in
the Offering and receipt of the estimated net proceeds therefrom, the adjusted
net tangible book value at March 31, 1998, would have been $7,117,099 or $2.00
per share of Common Stock. This represents an immediate increase of $1.73 per
share to current stockholders and an immediate dilution of $3.50 per share to
the investors in the Offering (assuming the allocation of the entire Offering
Price to the shares of Common Stock). The following table illustrates the per
share dilution, assuming all 1,400,000 Units are sold in the Offering: (1)

<TABLE>
<S> <C> <C>
Assumed price Per Share of Common Stock....................... $ 5.50
Pro Forma Net Tangible Book Value Per Share of Common Stock
Before Offering (2)......................................... $ 0.27
Increase in Pro Forma Net Tangible Book Value Per Share of
Common Stock Attributable to Shares Offered Hereby.......... $ 1.73
Pro Forma Net Tangible Book Value Per Share of Common Stock
After Offering.............................................. $ 2.00
Dilution of Pro Forma Net Tangible Book Value Per Share of
Common Stock to Purchasers in this Offering................. $ 3.50
Dilution Per Share of Common Stock as a Percent of Offering
Price....................................................... 64%
</TABLE>

- ------------------------

(1) Does not include (i) 533,333 shares of Common Stock which have been granted
under the Company's Incentive Plan, having exercise prices ranging from
$1.13 to $2.25 per share, and of which 343,333 are subject to future
vesting; (ii) 357,000 shares of Common Stock reserved for issuance upon
exercise of outstanding warrants having a weighted average exercise price of
$1.76 per share; and (iii) 94,444 shares of Common Stock reserved for
issuance upon exercise of outstanding warrants that will be automatically
converted into Warrants. See Management--Stock Options and Option Plans.

(2) Determined by dividing the number of shares of Common Stock outstanding into
the net tangible book value of the Company.

The following table sets forth, as of March 31, 1998, the number of shares
of Common Stock purchased, the percentage of total cash consideration paid, and
the average price per share paid by (i) the existing stockholders; and (ii)
investors purchasing Securities in the Offering, before deducting estimated
underwriting discounts and offering expenses payable by the Company.

<TABLE>
<CAPTION>
TOTAL CASH CONSIDERATION
SHARES PURCHASED AVERAGE
----------------------- ------------------------- PRICE PER
NUMBER PERCENT AMOUNT PERCENT SHARE
---------- ----------- ------------ ----------- -----------
<S> <C> <C> <C> <C> <C>
Existing Stockholders.............................. 2,164,063 61% $ 2,022,621 21% $ .93
New Investors (1).................................. 1,400,000 39% $ 7,700,000 79%(1) $ 5.50
---------- --- ------------ --- -----
Total.............................................. 3,564,063 100% $ 9,722,621 100% $ 2.73
</TABLE>

- ------------------------

(1) Assumes (a) 1,400,000 Shares are sold in the Offering at an Offering Price
of $5.50 per Share; and (b) no exercise of Warrants.

16
<PAGE>
CAPITALIZATION

The following table sets forth the capitalization of the Company as of March
31, 1998, (i) on an actual basis; and (ii) as adjusted to give effect to the
estimated net proceeds from the sale of the Units offered hereby, based upon an
assumed Offering Price of $5.50 per Unit. This section should be read in
conjunction with the financial statements and notes to the financial statements
that are contained elsewhere in this Prospectus.

<TABLE>
<CAPTION>
MARCH 31, 1998
--------------------------------
AS ADJUSTED
ACTUAL (1)(2)
------------- -----------------
<S> <C> <C>
Long Term Debt, net of current portion.......................................... $ 158,790 $ 158,790

Stockholders' Equity:
Preferred Stock, no par value, 1,000,000 Shares authorized; no shares
outstanding................................................................. -- --
Common Stock, no par value, 20,000,000 shares authorized; 2,164,063 shares
issued and outstanding; 3,564,063(2) shares issued and outstanding as
adjusted.................................................................... 1,938,420 $ 8,477,420
Accumulated Deficit:............................................................ (1,360,321) (1,360,321)
Total Stockholders' Equity:..................................................... 578,099 7,117,099
Total Capitalization:........................................................... $ 736,889 $ 7,275,889
</TABLE>

- ------------------------

(1) Does not include (i) 533,333 shares of Common Stock which have been granted
under the Company's Stock Option Plan, having exercise prices ranging from
$1.13 to $2.25 per share, and of which 343,333 are subject to future
vesting; (ii) 357,000 shares of Common Stock reserved for issuance upon
exercise of outstanding warrants having a weighted average exercise price of
$1.76 per share; and (iii) 94,444 shares of Common Stock reserved for
issuance upon exercise of outstanding warrants that will be converted into
Warrants. See Management--Stock Options and Option Plans.

(2) Assumes no exercise of the Underwriters' Over-allotment Option or the
Representatives' Options.

17
<PAGE>
USE OF PROCEEDS

The net proceeds to the Company from the sale of the Securities offered
hereby, assuming a Unit Offering Price of $5.50, are estimated to be
approximately $6,539,000, ($7,543,850 if the Over-allotment Option is exercised
in full) after deducting the underwriting discount and offering expenses.
Management anticipates that the proceeds will be applied with the following
priority during the next twelve (12) month period:

<TABLE>
<CAPTION>
DESCRIPTION OF USE AMOUNT PERCENT
- ------------------------------------------------------------------ ------------ ---------
<S> <C> <C>

Capital Expenditures (1).......................................... $ 3,692,000 56%
System Enhancements (2)........................................... 750,000 12%
Salaries and Personnel Costs (3).................................. 1,500,000 23%
Marketing and General Administrative Costs (3).................... 597,000 9%
------------ ---------

Total......................................................... 6,539,000 100%
------------ ---------
------------ ---------
</TABLE>

- ------------------------

(1) Capital expenditures consist primarily of telephone switching equipment in
new cities and new buildings, including buildings under contract, based on
the Company's planned expansion.

(2) System enhancements consist primarily of enhancements to the current, or the
acquisition of a new, billing and customer service system. The Company is
currently evaluating the alternatives.

(3) The proceeds allocated to Salaries and Personnel Costs and to Marketing and
General Administrative Costs will be applied, to the extent necessary, to
the Company's current operations and to fund anticipated losses over the
next twelve months. See "Management's Discussion and Analysis."

The amounts set forth above represent the Company's present intentions for
the use of the proceeds from the Offering. However, actual expenditures could
vary considerably depending upon many factors, including, without limitation,
changes in economic conditions, the ability of the Company to obtain lease
financing, unanticipated complications, delays and expenses, or problems
relating to the development of additional properties. Any reallocation of the
net proceeds of the Offering will be made at the discretion of the Board of
Directors but will be in furtherance of the Company's strategy to achieve growth
and profitable operations through the development of additional properties. The
Company's working capital requirements are a function of its future sales growth
and expansion, neither of which can be predicted with any reasonable degree of
certainty. As a result, the Company is unable to precisely forecast the period
of time for which proceeds of the Offering will meet its working capital
requirements. The Company may need to seek funds through loans or other
financing arrangements in the future, and there can be no assurance that the
Company will be able to make such arrangements in the future should the need
arise. However, it intends to budget the proceeds so that such proceeds, either
alone or with proceeds of any other financing, and revenues from operations,
will be sufficient to meet the Company's cash requirements for at least the next
12 months.

Pending use of the net proceeds of the Offering, the funds will be invested
temporarily in certificates of deposit, short-term government securities or
similar investments. Any income from these short-term investments will be used
for working capital.

DIVIDENDS

No dividends have been paid by the Company. While no decision with regard to
the payment of dividends in the future has, to date, been made, the Company does
not, as of the date of this Prospectus, intend to declare or pay any dividends
on its outstanding shares of Common Stock in the foreseeable future. Future
dividend policy is subject to the discretion of the Board of Directors, and is
dependent upon a number of factors including future earnings, capital
requirements and the financial condition of the Company. Although no shares of
preferred stock have been issued, in the event such shares are issued, the
rights of Common Stock stockholders to dividends shall be subject to the rights
and preferences of preferred stockholders. The Company does not presently intend
to issue any preferred stock.

18
<PAGE>
SELECTED FINANCIAL DATA AND STATISTICAL DATA

<TABLE>
<CAPTION>
MARCH 31, 1998
----------------------------
DECEMBER 31, 1997 ACTUAL AS ADJUSTED(1)
----------------- ------------ --------------
<S> <C> <C> <C>
BALANCE SHEET DATA:
Cash and cash equivalents...................................... $ 398,415 $ 409,132 $ 6,948,132
Working capital................................................ $ 59,464 $ 132,303 $ 6,671,303
Property and equipment, net.................................... $ 543,053 $ 542,182 $ 542,182
Total assets................................................... $ 1,060,821 $ 1,113,617 $ 7,652,617
Current liabilities............................................ $ 408,795 $ 376,728 $ 376,728
Long term debt, net of current portion......................... $ 388,017 $ 158,790 $ 158,790
Stockholders' equity........................................... $ 264,009 $ 578,099 $ 7,117,099
</TABLE>

<TABLE>
<CAPTION>
12/31/96 3/31/97 6/30/97 9/30/97 12/31/97 3/31/98
----------- ----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
OTHER DATA:
Number of Units Under Contract...................... 1,641 2,081 2,081 3,985 4,290 4,661
Number of Units Installed........................... 1,069 1,271 1,643 1,643 1,922 2,609
</TABLE>

- ------------------------

(1) Adjusted to reflect net proceeds of $6,539,000 from the sale by the Company
in this Offering of 1,400,000 Units at the assumed public offering price of
$5.50 per Unit.

19
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS

The following discussion and analysis should be read in conjunction with the
Financial Statements and Notes thereto appearing elsewhere in this Prospectus.

The Company provides integrated telecommunications services to multi-family
apartment and condominium complexes. The Company offers a complete package of
telecommunications services including local telephone, long distance telephone,
enhanced calling features, internet access and cable television. All services
are installed prior to the tenant's move-in and one bill is rendered to the
tenant at the end of the month incorporating all services provided.
Additionally, all services are believed to be offered at or below retail market
prices. The Company's first property, the 525-unit Portland Center apartments
complex, went on-line in September 1994. The properties under contract as of the
date of this Prospectus, consisting of 3,015 units in Portland, Oregon and 1,646
units in five other cities, represent 4,661 units. Contract terms range from
five years to fifteen years.

RESULTS OF OPERATIONS

THREE MONTHS ENDED MARCH 31, 1998 COMPARED TO THE THREE MONTHS ENDED MARCH 31,
1997.

The Company reported a net loss of $384,228 for the three months ended March
31, 1998, compared to a net loss of $144,638 for the same period of the prior
year. The increase in net loss is primarily attributable to increased personnel
and other selling, general and administrative expenses, as well as a one-time
non-cash charge to other expense during 1998.

Revenue increased by $118,042 or 71% for the three months ended March 31,
1998, compared to the same period of the prior year. The increase in revenue is
attributable to the Company having eleven properties operating as of March 31,
1998, compared to four as of March 31, 1997. The increase in revenue is not
proportional to the increase in properties due to the timing of when properties
were brought on line.

Operating expenses increased by $103,899 or 88% for the three months ended
March 31, 1998, compared to the same period of the prior year. The increase in
operating expenses, which are those costs directly attributable to revenue, was
due to the increase in properties between periods. Operating expenses were 78%
of revenue for the three month period during 1998 compared to 71% for the same
period of the prior year. The increase in operating expense was disproportionate
to the increase in revenue due to the Company absorbing certain fixed costs
associated with the new properties brought on-line during 1998 without a
corresponding increase in revenue.

Selling, general and administrative expenses increased by $158,216 or 122%
for the three months ended March 31, 1998, compared to the same period of the
prior year. The increase between periods resulted from increases in payroll and
related costs, travel and entertainment expenses, advertising and promotion
expenses, and legal and regulatory costs. Selling, general and administrative
expenses were 102% of revenue for the three month period during 1998 compared to
79% for the same period of the prior year.

Depreciation and amortization expenses increased by $8,998 or 76% for the
three months ended March 31, 1998, compared to the same period of the prior
year. The increase between years is due to an increase in property and equipment
resulting from the increased number of properties on line between years.
Depreciation and amortization expense was 7% of revenue for the three month
periods in both 1998 and 1997.

Other expense increased by $86,519 or 171% for the three months ended March
31, 1998, compared to the same period of the prior year. The increase between
years resulted from a one-time non-cash charge to other expense related to the
induced conversion of certain convertible notes during 1998, partially offset by
a decrease in interest expense that was accreted on the Promissory Notes during
1997 that were not outstanding during 1998. Other expense was 48% of revenue for
the three month period during 1998 compared to 31% for the same period of the
prior year.

20
<PAGE>
YEAR ENDED DECEMBER 31, 1997 COMPARED TO DECEMBER 31, 1996.

The Company reported a net loss of $578,276 for the year ended December 31,
1997, compared to a net loss of $397,817 for the year ended December 31, 1996.
The increase in net loss is attributable to the increased personnel costs,
depreciation charges and interest expense associated with the Company's growth
that was experienced between years.

Revenue increased by $277,480 or 46% for the year ended December 31, 1997,
compared to the prior year. The increase in revenue is attributable to the
Company having eight properties operating by the end of 1997 compared to three
for 1996. The increase in revenue is not proportional to the increase in
properties due to the timing of when properties were brought on line during
1997.

Operating expenses increased by $210,782 or 57% for the year ended December
31, 1997, compared to the prior year. The increase in operating expenses, which
are those costs directly attributable to revenue, was due to the increase in
properties between years. Operating expenses were 66% of revenue for the year
ended December 31, 1997, compared to 61% for the prior year. The increase in
operating expense was disproportionate to the increase in revenue due to the
Company absorbing certain fixed costs associated with the new properties brought
on line during 1997 without a corresponding increase in revenue.

Selling, general and administrative expenses increased by $135,899 or 24%
for the year ended December 31, 1997, compared to the prior year. The increase
between years resulted from an increase in payroll and temporary staff expenses.
Selling, general and administrative expenses were 80% of revenue for the year
ended December 31, 1997, compared to 94% for the prior year.

Depreciation and amortization expenses increased by $32,076 or 85% for the
year ended December 31, 1997, compared to the prior year. The increase between
years is due to an increase in property and equipment resulting from the
increased number of properties on-line between years. Depreciation and
amortization expense was 8% of revenue for the year ended December 31, 1997,
compared to 6% for the prior year.

Other expense increased by $79,182 or 288% for the year ended December 31,
1997, compared to the prior year. The increase between years resulted from an
increase in interest expense, which was due to an increase in financing
activities and accreted interest thereon and capital leases between years. Other
expense was 12% of revenue for the year ended December 31, 1997, compared to 5%
for the prior year.

The Company has net operating loss carryforwards which are available to
offset future financial reporting and taxable income. Net operating loss
carryforwards for tax purposes totaled approximately $965,000 at December 31,
1997, and expire in 2011 through 2012.

A provision of the Internal Revenue Code requires the utilization of net
operating losses be limited when there is a change of more than 50% in ownership
of the Company. The Company appears to have incurred an ownership change under
IRC Section 382. This potential ownership change would limit the utilization of
any net operating losses incurred prior to the change in ownership date. The
Company intends to complete an analysis under IRC Section 382 to determine if
any ownership change has occurred.

The difference between expected tax benefit, computed by applying the
federal statutory rate of 34% to loss before taxes, and the actual tax benefit
of $-0- is primarily due to the increase in the valuation allowance for deferred
taxes.

LIQUIDITY AND CAPITAL RESOURCES

At March 31, 1998, the Company had cash and cash equivalents of $409,132
compared to $389,415 at December 31, 1997. Net cash of $341,974 was used in
operating activities which resulted from the Company's net loss as well as from
working capital requirements.

21
<PAGE>
Net cash of $19,917 was used in investing activities which was comprised
entirely of capital expenditures. The Company is currently pursuing various
leasing alternatives to finance its anticipated future capital expenditures. As
of March 31, 1998, the Company had $550,000 of lease financing available for
future capital expenditures. While management believes that available lease
lines are sufficient to fund short-term capital requirements, additional lease
financing will be required to fund the Company's long-term plans. There is no
assurance that the Company will be able to obtain lease financing at rates that
are acceptable to the Company or in amounts that will be sufficient to fund its
long-term requirements. Any deficiencies between the Company's leasing
capabilities and the Company's capital expenditure requirements, will have to be
financed through the issuance of common stock or debt.

Net cash of $381,608 was generated from financing activities during the
three months ended March 31, 1998. This was the net result of the Company's
issuance of shares of Common Stock in a private placement which totaled
$390,391, offset by principal payments under capital leases.

The Company's independent auditors have included in their audit report an
explanatory paragraph which states that the Company's recurring losses from
operations raise substantial doubt about its ability to continue as a going
concern. The Company has generated operating cash losses from its inception.
Additionally, the Company requires and will continue to require, cash to fund
the net losses and capital requirements associated with the Company's planned
growth. The cash required to fund such activities will be substantial and beyond
what the Company currently holds in cash and cash equivalents. Management
believes that approximately $5,200,000 of cash will be required to fund planned
operations for the next twelve months. Management believes that the Company's
cash balance at March 31, 1998, is sufficient to fund the Company's activities
for the next three months. The Company is currently pursuing various financing
alternatives including both public and private equity financing. There can be no
assurance that management will be successful in obtaining such financing.

In December 1997, the Company signed a letter of intent with an underwriter
to offer shares of the Company's common stock for sale through an initial public
offering. It is the Company's plan to raise between $7,700,000 and $8,855,000 in
the public offering. If successful, management believes that the cash generated
from the public offering will be sufficient to meet its cash requirements for at
least the next twelve months.

The Company has agreements with certain cable television operators to
purchase bulk cable signals at the Company's properties. As of March 31, 1998,
the Company's commitment was $27,224 per month for such services. At March 31,
1998, there were no material commitments for capital expenditures.

NEW ACCOUNTING PRONOUNCEMENTS

SFAS 130, "Reporting Comprehensive Income," was issued in June 1997. It
establishes standards for reporting and display of comprehensive income and its
components in a full set of general purpose financial statements. SFAS 131,
"Disclosure about Segments of an Enterprise and Related Information," was issued
in June 1997. It establishes standards for the way public business enterprises
report information about operating segments in annual financial statements and
requires that those enterprises report selected information about operating
segments in interim financial reports issued to shareholders. It also
establishes standards for related disclosures about products and services,
geographic areas and major customers. The adoption of these standards had no
effect on the Company's financial statements.

22
<PAGE>
BUSINESS

GENERAL

The Company is a Portland, Oregon, based telecommunications company that
provides integrated telecommunications and entertainment services to
multi-family apartment and condominium complexes. The Company offers a variety
of services to tenants including the following:

- Cable television

- Local telephone

- Long distance telephone

- Enhanced calling features, such as:

- High speed Internet access

- Telephone calling cards

Long distance traffic is routed over separate dedicated lines to an
interexchange carrier who provides discounted long distance telephone service to
the Company and its customers. Cable television service is provided to MDU's by
the Company through exclusive agreements with the local cable television
franchise holder. In Portland, for example, the Company has an agreement with
TCI Cablevision of Oregon, Inc., a subsidiary of Tele-Communications, Inc., the
largest cable company in the US ("TCI"); and with a division of Time Warner
Communications, Inc., to be the exclusive provider of cable service to the
building with which the Company has a contract. The Company purchases cable
service at a discount and applies a markup to cover additional costs and
contribution to profit and then resells the service to tenants at a discount
from retail rates.

Internet access is provided by routing traffic through the Company's
switches to an independent Internet service provider. On December 30, 1997, the
Company entered into an agreement with GTE Intelligent Network Services, Inc., a
subsidiary of GTE Corp., to provide internet access to its customers. In May
1998 the Company installed its first internet line on a test basis, providing
access speed of 1.544 Mb per second, or approximately 27 times faster than the
56 kilobytes per second provided by dial-up modems for use over existing
telephone lines. The GTE service uses existing telephone lines. The user incurs
no additional costs to utilize the faster service.

These services are all offered under the Company's service mark to tenants
of apartment and condominium complexes (referred to collectively herein as
"apartments") which are under exclusive contracts with the Company. When a new
tenant at a property under contract with the Company signs a service agreement
with the Company, the Company assigns the tenant a telephone number; and
installs all of the services in the tenant's apartment prior to the time the
tenant moves in. All services are installed prior to tenant move-in so the
tenant does not need to arrange for multiple installations by multiple vendors.
One customer service number covers all potential service and inquiry needs. One
bill is rendered to the tenant at the end of the month integrating all services
provided. Payment is accepted by cash, check, wire transfer or credit card. In
addition, all services are believed to be offered at or below retail market
prices. The tenant may retain his existing telephone number if allowed by the
incumbent local exchange carrier. There are no fees or interruptions of service
for tenants transferring to FirstLink after receiving service from another
supplier.

The Company provides additional incentives to a property manager or owner,
including the benefit of dealing with a single provider for all communication
services; the ability to offer tenants a complete,

23
<PAGE>
integrated package of communication and entertainment services; and the ability
to maintain or improve occupancy rates by attracting and retaining tenants for
whom communications and entertainment services are important. The property
manager or owner and leasing agents also benefit from the receipt of commissions
and further incentives for successfully marketing the Company's service.

The Company currently has written long-term contracts with 20 residential
developments in six cities in the United States, including properties owned by
Harsh Investment Corp, Paine Webber, and an affiliate of Prudential Insurance
Company of America. Eleven of those properties were on-line as of the date of
this Prospectus. The properties contain 4,661 apartment units. Contract terms
range from 5 to 15 years with the average term of 6.5 years. The Company does
not believe that it is dependent on any individual property.

<TABLE>
<CAPTION>
PROPERTY LOCATION UNITS UNDER CONTRACT UNITS ON LINE
- --------------------------------------------------------- --------------------- ---------------
<S> <C> <C>
Portland, OR............................................. 3,015 2,609
Seattle, WA.............................................. 351 --
Denver, CO............................................... 315 --
Oklahoma City, OK........................................ 273 --
Vancouver, WA............................................ 440 --
Phoenix, AZ.............................................. 267 --
----- -----
Total.................................................. 4,661 2,609
</TABLE>

The Company has been able to obtain contracts with building owners and
tenants in the Portland area. It intends to expand to other cities through
agreements with companies that already have an extensive presence in those
cities. As an example, it recently entered into a letter of intent with Web
Service Company, Inc., one of the largest providers of coin operated laundry
equipment and other services ("ancillary services") to apartment and condominium
complexes in the United States. Initially, WEB will market the Company's
services to the 590 apartment complexes which WEB presently supplies ancillary
services in Seattle, Denver, Dallas, and the San Francisco Bay area,
representing approximately 150,000 units. See "--WEB Agreement."

COMPANY SERVICES AND EXISTING CUSTOMERS

Five main services make up the Company's integrated communications package.
They include:

- Local phone service

- Enhanced calling features

- Long distance phone service

- Cable television service

- Internet access

The Company installs telephone switching equipment within each apartment
complex. This equipment generates an internal dial tone to the apartment
complex. The same hardware and software also provides enhanced calling features
like call waiting, call forwarding, and voicemail service. The switching
equipment located at the apartment complex is then interconnected with the local
telephone company so telephone calls can be received and transmitted across the
public switched telephone network, as well as

24
<PAGE>
the networks of other carriers. The Company's services are transparent to the
customer; that is, he is unaware that his service goes through the Company's
switch.

From the customer's perspective all of these services are provided through
the Company. The Company handles the sales, installation, customer care, and
billing of all services, thereby delivering a one-stop approach to customer
satisfaction.

The tenant is offered discounts as an enticement to take service from the
Company. Installation costs are waived when a customer transfers service to
FirstLink from another provider and the transfer is accomplished without
inconvenience to the tenant. If permitted by the local carrier, the tenant has
the option of keeping his existing phone number. The Company guarantees its
service: if the tenant is unhappy for any reason, the Company will reconnect the
tenant to the carrier of his choice. The apartment leasing agent or condominium
sales agent presents the Company's service agreement to the new tenant at the
same time final apartment leasing documents are executed.

The Company is positioned as a communications integrator and one-stop shop
for communications services, so that it can maximize its offerings to the
consumer. The Company will seek to provide other services to its customers, such
as video on demand, cellular telephone, paging, video conferencing, and others.
It is also working directly with local franchised cable companies to offer the
broadest possible range of cable television services. Many of its competitors
build stand-alone and limited capacity satellite television systems that provide
reduced offerings to the consumer. The Company views its business as a service
driven with customer satisfaction its number one priority.

In return for marketing assistance and access to their buildings and
tenants, the Company pays apartment owners a share of revenue based on services
used by each subscribing tenant. This revenue sharing can have a significant
impact not only on the revenue stream from an apartment complex but also through
enhanced capital appreciation for the property, which this additional revenue
represents. In addition, apartments are typically rented based on the amenity
package provided to prospective tenants. The Company's integrated communication
services give a potential competitive advantage to an apartment owner.

The Company provides the apartment tenant numerous benefits: cost savings
compared to the traditional providers of communications service; a convenient
means of subscribing to communications services; a single, integrated bill for
all communications services; instant connection to cable television, local phone
service, long distance telephone service and high speed internet access; and
simple and competitively priced choices for long distance telephone service.

While communications markets remain regulated, limiting competition on the
national level, many states are today licensing Shared Tenant Services ("STS"),
known in the industry as Residential Multi-Tenant Services ("RMTS"). The
providers of RMTS, like the Company, are allowed to purchase dial tone from the
local telephone company on a wholesale basis and resell the dial tone to the
tenant from common telecommunications facilities. Other services are added to
the package such as long distance and cable television. The potential customers
of this service include residents within existing apartment complexes, new
multi-unit developments under construction, condominiums, and other
multi-dwelling units with telecommunications needs such as hospitals, nursing
homes, college campuses, etc. Large apartment complexes served by on-site
telecommunications equipment offer efficient use of capital.

MARKETING STRATEGY

The Company currently targets apartment complexes with 150 or more tenants.
The selling cycle for the Company's service includes proposal presentation,
contract negotiations and service implementation, a cycle that can require more
than six months to complete. In addition to the 4,661 units currently under
contract, the Company has contracts under review by other properties
representing approximately 7,997 units and proposals outstanding to properties
totaling an additional 5,199 units. In addition it plans to

25
<PAGE>
market its services through WEB in at least four cities. However, no assurance
can be given that those contracts with additional properties will be entered.

The Company believes that there are few barriers to expanding the business
on a national basis. Unlike cable television networks or telephone networks, the
RMTS business does not require an investment in transport infrastructure like
fiber optic cable or telephone lines. Instead, it relies on purchasing that
capacity from third parties. The only significant capital expense is the
installation of telephone switching equipment in the various apartment
complexes, and this is done on a stand-alone basis. Because of this flexibility,
the Company has no ties to existing technology or infrastructure. Therefore,
with a successful engineering, marketing, and customer service formula,
expansion into other markets is simplified.

Securing new apartment contracts is the key to the Company's growth. Both
new apartment construction and existing apartment complexes will be targeted.
The Company will seek to secure new contracts through:

- One-on-one contacts

- Real Estate Investment Trusts (REITs)

- Associations

- Property management organizations

- Asset owners

The Company will also add appropriate new telecommunications services and
enhancements to customer offerings.

The Company believes that adequate back office support systems are in place
for its present level of business. However, it will need to implement additional
systems to manage its planned growth, including effective cost accounting,
technical support, credit and collections, and customer service, supported by a
subscriber management and billing system. Part of the proceeds from the Offering
will be used to establish such systems. See "Use of Proceeds."

THE WEB AGREEMENT

In May 1998 the Company entered into a letter of intent with Web Service
Company, Inc., one of the largest operators of coin-operated laundry equipment
and other services ("ancillary services") in apartment and condominium complexes
in the United States. Based on information provided by WEB, the Company believes
that WEB provides ancillary services to approximately 44,000 apartment complexes
located in 26 states.

Under the proposed contract, WEB will exclusively market the Company's
services to properties with which WEB has an existing relationship that have
more than 150 units. The exclusive arrangement will be subject to performance
requirements that will be defined in the definitive agreement. As compensation
for WEB's sales of the Company's services, the Company will grant WEB warrants
to purchase 2,000,000 shares of its Common Stock, subject to vesting conditions
requiring WEB to deliver one customer for each 25 shares. In other words, in
order to earn the 2,000,000 warrants, WEB must, within six years, deliver 80,000
customers who subscribe to the Company's services. If WEB is unable to deliver a
certain number of subscribers each year (which number increases over the life of
the contract), a portion of the unvested warrants expire. The maximum number of
warrants that can vest in any year cannot exceed 20% of the Company's
outstanding Common Stock at the vesting date. The warrants will be exercisable
at $5.40 per share for five years after they are issued.

The Company will also pay WEB a commission of 1.75% on collected revenues
for WEB customers (2.25% for customers in any property in which the Company has
achieved a penetration rate in excess of 60%). The commission is paid for the
life of the Company's contract with the property.

26
<PAGE>
The Company will sell WEB 25,000 shares of the Company's Common Stock at
$4.00 per share prior to the public offering; and an additional 25,000 Units in
the public offering, at the public offering price.

The Company anticipates that a definitive agreement will be entered into in
June 1998.

MARKET

The United States telecommunications industry is large and robust. The cable
television industry's annual revenues exceed $28 billion. Local and long
distance telephone traffic generates $182 billion per year. Since the break-up
of AT&T in 1984, many new businesses have developed, including cellular
telephone, alternative long distance, and competitive access providers. These
businesses and others have created dramatic growth in telecommunications.

MANAGEMENT INFORMATION SYSTEMS

Providing accurate and customized billing for customers is an integral
component of the Company's business. The Company's management information
systems ("MIS") processes calls for the services the Company provides and
combines this information with other recurring and nonrecurring customer charges
to produce monthly invoices. Customers are quoted a monthly charge for basic
telephone and cable service. In addition, customers are charged for special
services and usage, including third-party billing calls, local message units
(where applicable), directory assistance, and long-distance at a discount from
the standard rates charged by long-distance providers; and for premium cable
channels.

Enhancements to the MIS systems will allow the Company to have a scaleable
billing and customer service solution that will be able to support the Company's
planned growth. Once the Company's MIS systems are completed, they will be able
to be expanded with minimal incremental cost to accommodate substantially more
volume. Such systems may feature backup processors and short-time response
maintenance agreements and are designed to respond to customer needs as well as
support the Company's operations.

COMPETITION

The Company believes that competition in its markets will come from smaller
companies as well as large telephone companies. Corporate cultures of the
various competing entities such as phone and cable companies differ greatly from
one another. Cable companies tend to be more entrepreneurial and telephone
companies tend toward a monopoly mentality. As a result, it has been difficult
for these large organizations to work together to actually realize the economies
of scale which a converged industry represents. At the same time, the
telecommunications industry remains highly regulated and although there are
attempts being made to open telecommunications markets, incumbent monopolies
still control the local exchange marketplace and can afford protracted
litigation to delay new entrants to the marketplace. The Company will attempt to
establish relationships with large apartment owners who influence the
telecommunications options of the building they own. There can be no assurance
that other companies who may offer services like those offered by the Company
will not be able to effectively compete with the Company in its existing or
proposed markets.

Other companies currently provide cable and telephone services to
residential complexes, including ICS Communications, Inc. (ICS) and GE
Capital-Rescom, L.P. ("Rescom"). The Company's principal competitors in the
future will include companies that provide shared tenant services to office
holdings, who have a significant infrastructure in place in cities to which the
Company plans to expand. For example, Shared Technologies Fairchild
Communications Corp ("STF") has an agreement with ICS Rescom, L.P., to manage
certain aspects of its business.

27
<PAGE>
KEY SUPPLIERS

The Company currently leases transmission facilities from U S West
Communications, Inc. ("USWC"), LDDS Worldcom and Frontier Communications. Cable
television signal is acquired by the Company from TCI Cablevision of Oregon,
Inc. and KBL Cablesystems of the Southwest, a Time Warner company. Switching
hardware used by the Company is manufactured by Cortelco, formerly ITT Solid
State, and Digital Telecommunications Inc. Its Internet services provider is GTE
Intelligent Network Services, Inc. The Company believes that alternative sources
are available for all critical equipment and services that it utilizes from the
above suppliers, and that such equipment and services can be obtained at prices
comparable to those the Company is presently paying.

GOVERNMENT REGULATION

The Company is subject to regulation under both state and federal
telecommunications laws. On the state level, rules and policies are set by each
state's Public Utility Commission or Public Service Commission ("PUC" or "PSC").
On a federal level, the Federal Communications Commission ("FCC"), among other
agencies, dictates the rules and policies which govern interstate communications
providers. The FCC is also the main agency in charge of creating rules and
regulations to implement the recently enacted Telecommunications Act of 1996
("the Act"), although currently the Bell Operating Companies (BOCs) have asked
the judiciary to review and overrule the FCC and its regulations.

Nevertheless, the Act was enacted in the first quarter of 1996 with its
primary goal being to create a "competitive telecommunications marketplace." To
achieve that goal, the Act sets out a checklist of requirements that BOCs, other
local exchange carriers and long distance carriers must meet before they may
begin to compete in new telecommunications-based businesses. For example, the
Act opens a regulatory door for BOCs to enter the long-distance services market,
a door that has been closed for almost fourteen years since the Modified Final
Judgment or "Consent Decree" that broke up the old AT&T/Bell system. The Act
also allows long-distance carriers to enter the local exchange service business,
a monopoly held by the AT&T/Bell system since the turn of the Century. Equally
important, the Act opens new venues to alternative providers of video services,
thereby allowing more than the one-to-a-city cable franchisee to provide visual
entertainment and information products.

The FCC published a majority of the rules and regulations that add detail to
the Act, thereby giving to state PUCs/PSCs explicit directions and authority to
oversee, among others, such processes as 1) the way long-distance and
local-service providers "interconnect" their infrastructures and technologies;
2) the methods by which BOCs may determine their costs and revenue requirements
and pricing and rates for service; 3) how and how much non-facilities based
resellers will pay "wholesale" for retail service offerings; and 4) the degree
to which new entrants and incumbent carriers can agree as to terms, conditions,
and technical specifications for interconnection through negotiations and
arbitration.

Proceedings at state PUC's and PSC's continue, despite the BOCs court
appeals and the temporary stay of much of the FCC rules. In Oregon, for
instance, the Oregon Public Utilities Commission ("OPUC") regulates the
standards, rates and terms of services offered by Local Exchange Companies
("LECs") such as USWC, GTE, Inc. ("GTE") and other telecommunications carriers.
Companies such as the Company are regulated and certificated by the OPUC also.
As a STS provider, the Company must operate according to specific statutes and
OPUC rules. In addition, the Company has received authorization as an
Alternative Local Exchange Carrier ("ALEC") in Oregon. Applications for ALEC
authorization are pending in Colorado and Washington. As an ALEC, the Company
will be able to provide local dialtone services outside the apartment locations
for which it is currently authorized, and compete with the LECs such as USWC and
GTE. At that time, the Company will have to comply with the OPUC rules and
regulations governing ALEC operations, service standards and state surcharges
and subsidies, as well as state policies affecting technical interconnection
with the public switched telephone network, for its services provided as an
ALEC.

28
<PAGE>
In seeking the above-referenced state certifications, however, the Company
faces a limited risk of agency and court challenges by future competitors such
as USWC. Such challenges, though unlikely, could occur before state regulatory
agencies and courts in 1998.

While most of the services provided now and in the future by the Company are
considered "competitive" and "unregulated," no predictions or assurances can be
given as to the effect of federal and state laws and regulations on the
Company's business.

TRADEMARKS

The United States Patent and Trademark Office has granted the Company
service mark protection on the Company's service mark "FirstLink." This service
mark has been used in interstate commerce by the Company or its predecessors
continuously since 1994 and, in the Company's opinion, has developed recognition
in the Company's industry. The Company intends to develop and aggressively
protect its service mark and to develop other service marks used in connection
with its business.

PROPERTIES

The Company leases 2,100 square feet of office space at 190 SW Harrison in
Portland, Oregon, on a five-year lease expiring on October 31, 2001. In April
1998 the Company signed a lease agreement to lease 4,500 square feet of space at
117 SW Taylor in Portland, Oregon, with an option to lease an additional 4,500
square feet at the same location. The Company anticipates relocating to its new
facility in September 1998. This lease has an eight year term, but the Company
can terminate at any time after the 60th month. The Company believes it will be
able to sublease the space located at 190 SW Harrison. The Company believes that
its office space is sufficient for the next several years. The Company also
maintains leased equipment, including switching equipment, at various locations
to provide local dial tone for its customers.

EMPLOYEES

The Company employs 20 persons on a full-time basis in its Portland offices.
Of these employees, eight are administrative or management and twelve are in the
areas of customer service, billing and operations. The Company believes its
relationship with its employees to be good and none of the employees are union
members. All of the Company's employees are at will.

LEGAL MATTERS

The Company is currently not involved in any material legal proceedings.

29
<PAGE>
MANAGEMENT

DIRECTORS, EXECUTIVE OFFICERS AND KEY EMPLOYEES

The directors and executive officers of the Company, and their ages as of
the date of this Prospectus, are as follows:

<TABLE>
<CAPTION>
NAME AGE POSITION
- --------------------------------------- --- ----------------------------------------------------
<S> <C> <C>
A. Roger Pease (2)(3).................. 52 Chairman of the Board, President, Chief Executive
Officer
David M. Deluhery...................... 41 Chief Operating Officer
A. Allan Fulsher....................... 45 Secretary
Thomas E. McChesney (1)(2)(3).......... 51 Director
Robert F. Olsen (1)(3)................. 49 Director
Jeffrey S. Sperber..................... 33 Chief Financial Officer
James F. Twaddell (1)(2)............... 58 Director
</TABLE>

- ------------------------

(1) Independent directors. The Company will maintain at least two (2)
independent directors on its board of directors.

(2) Member of Audit Committee.

(3) Member of Compensation Committee.

A. ROGER PEASE was appointed President and Chief Executive Officer of the
Company in January 1996. From June 1994, Mr. Pease served as Chief Executive
Officer, President or Manager of the Company's predecessors. Previously, Mr.
Pease was President and Chief Executive Officer of Payline Systems, Inc. since
1987. From 1983 to 1987, he was employed by Lattice Semiconductor Corporation as
Vice President of Finance, Vice President of Strategic Planning and
Administration, and as a consultant. From 1979 to 1983, Mr. Pease was a Partner
with the Portland office of the accounting firm of Touche, Ross & Co., where he
served as Director of Management Consulting Operations. Mr. Pease, a certified
public accountant, holds a Masters of Business Administration degree from
Northwestern University (1970), and a Bachelor of Arts degree in Finance from
the University of Illinois (1968).

DAVID M. DELUHERY was appointed Chief Operating Officer in April 1998. From
August 1984 to April 1998 he was employed by Nike, Inc., a publicly held
international sports and fitness company. He served Nike in a variety of senior
information technology management roles, most recently as the Director of
Distributed Infrastructure Services where he was responsible for the planning
and implementation of contemporary technologies globally.

A. ALLAN FULSHER has been Secretary of the Company since its formation. He
has been in the private practice of law since 1983. Mr. Fulsher received his
Juris Doctor degree from the McGeorge School of Law, and Bachelor of Arts
degrees in Economics and Biology from the University of Oregon.

THOMAS E. MCCHESNEY was appointed a director in January 1996. He is a
registered representative of Blackwell Donaldson & Co., a securities
broker-dealer. From January 1996, to October 1996 Mr. McChesney was associated
with Bathgate McColley Capital Group, LLC. Previously, Mr. McChesney was an
officer and director of Paulson Investment Co. and Paulson Capital Corporation
from March 1977 to June 1995. Mr. McChesney also serves on the boards of Labor
Ready, Inc., a company listed on the Nasdaq Stock Market; T. Angell & Co., Inc.;
and Nation's Express, Inc.

ROBERT F. OLSEN was appointed as a director in January 1996. Mr. Olsen
previously served as Director of Payline Systems from May 1992 until May 1995.
Mr. Olsen is the Chairman and Chief Executive Officer of J. R. Roberts Corp.,
which he co-founded in 1980. J. R. Roberts Corp. is the largest construction
company in Sacramento, California, specializing in commercial, industrial and
multi-family housing

30
<PAGE>
projects. JR Roberts has offices in Sacramento, Seattle, Portland, and Orange
County. Mr. Olsen resides in California. From 1971 to 1980, he served as Manager
of Marketing and Director of East Coast Construction and Special Projects for
Continental Heller, a large national construction company based in California.
Mr. Olsen holds two degrees from Oregon State University: a Bachelor of Science
degree in Civil Engineering and a Bachelor of Arts degree in Business
Administration (1971).

JEFFREY S. SPERBER was appointed chief financial officer in October 1997.
From August 1995 to September 1997 Mr. Sperber was the Controller of TCI
Wireline, Inc., a business unit of Tele-Communications, Inc., engaged in
providing local telephone service. From August 1991 to August 1995 he was
employed by Concord Services, Inc., a privately held international conglomerate
based in Denver, Colorado, where he was responsible for the accounting and
finance of both public and privately held entities, most recently, as Chief
Financial Officer of its manufacturing and processing business unit. From
September 1986 to August 1991 he was employed by Arthur Andersen and Co. in
Denver, Colorado, as a senior auditor.

JAMES F. TWADDELL was elected a director of the Company in February 1998. He
is a member of the investment banking group of Schnieder Securities, Inc.,
located in Providence, Rhode Island. From 1974 through 1995, Mr. Twaddell served
as Chairman of Barclay Investments, Inc., a member firm of the National
Association of Securities Dealers, Inc. (the "NASD"). Mr. Twaddell also served
as Chairman of Regional Investment Brokers, Inc., a 125-member cooperative
association of regional investment bankers and broker/dealers conducting
business throughout the United States. For the 1993-1995 term, he was elected to
serve on both the NASD District 11 Committee and the District Business Conduct
Committee. He has served as Chairman of the Board of First Mutual Fund, a
30-year old publicly-traded mutual fund, since 1979. He has also served as a
Trust Manager of Grove Property Trust, a public real estate investment trust
that is engaged in the acquisition, repositioning, management and operation of
mid-priced multifamily communities in the Northeastern United States, since
1994. Mr. Twaddell received his B.A. from Brown University in 1961.

There are no family relationships among Directors or persons nominated or
chosen by the Company to become a Director, nor any arrangements or
understandings between any Director and any other person pursuant to which any
Director was elected as such. Each Director is elected to serve for a term of
one (1) year until the next annual meeting of stockholders or until a successor
is duly elected and qualified. The present term of office of each Director will
expire at the next annual meeting of stockholders.

The executive officers of the Company are elected annually at the first
meeting of the Company's Board of Directors held after each annual meeting of
stockholders. Each executive officer will hold office until his successor is
duly elected and qualified, until his resignation or until he shall be removed
in the manner provided by the Company's By-Laws.

During fiscal 1997 and 1996, the Company did not have standing Audit or
Compensation Committees of the Board of Directors. The Company formed an Audit
Committee, chaired by Mr. McChesney, and a Compensation Committee chaired by Mr.
Olsen, in February 1998. Those committees consist of three members each,
including two outside directors. No member of those committees will receive any
additional compensation for his service as a member of that Committee. The Audit
Committee will be responsible for providing assurance that financial disclosures
made by management of the Company reasonably portray the Company's financial
condition, results of operations, plan and long-term commitments. To accomplish
this, the Audit Committee will oversee the external audit coverage, including
the annual nomination of the independent public accountants, review accounting
policies and policy decisions, review the financial statements, including
interim financial statements and annual financial statements, together with
auditor's opinions, inquire about the existence and substance of any significant
accounting accruals, reserves or estimates made by Management, review with
Management the Management's Discussion and Analysis section of the Annual
Report, review the letter of Management representations given to the independent

31
<PAGE>
public accountants, meet privately with the independent public accountants to
discuss all pertinent matters, and report regularly to the Board of Directors
regarding its activities.

DIRECTOR NOMINEE

The Company intends to increase the size of the Board of Directors to five
directors after consummation of this offering. The vacancy created thereby will
be filled by the Board of Directors pursuant to the Company's Bylaws. The
Company has granted ProFutures Bridge Capital, LP, ("ProFutures") a substantial
shareholder, the right to nominate a director, subject to the Company's
approval. ProFutures has not exercised that right as of the date of this
Prospectus. If ProFutures does not nominate a director, the Company will seek a
qualified director to be added to the Board.

DIRECTOR COMPENSATION

None of the Company's directors received any compensation during the most
recent fiscal year for serving in their position as a director. No plans have
been adopted to compensate directors in the future. In 1997 the Board of
Directors adopted a stock option plan which includes provision for stock options
to be issued to directors. The Company granted a total of 240,000 options to
directors under this plan in 1997. See "--Stock Incentive Plan."

Directors who are also executive officers of the Company receive no
additional compensation for their services as Directors. Directors who are not
executive officers of the Company are paid a $500 fee for each board meeting
they attend. In addition, outside Directors are entitled to be reimbursed for
their expenses associated with attendance at meetings or otherwise incurred in
connection with the discharge of their duties as Directors of the Company.

EXECUTIVE COMPENSATION

The following table and discussion set forth information with respect to all
compensation earned by or paid to the Company's Chief Executive Officer ("CEO"),
its most highly compensated executive officer, for all services rendered in all
capacities to the Company for each of the Company's last three fiscal years;
provided, however, that no disclosure has been made for any executive officer,
other than the CEO, whose total annual salary and bonus does not exceed
$100,000.

TABLE 1
SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
LONG TERM COMPENSATION AWARDS
ANNUAL COMPENSATION ---------------------------------
SECURITIES
---------------------------- OTHER ANNUAL UNDERLYING
NAME AND PRINCIPAL POSITION FISCAL YEAR SALARY ($) BONUS ($) COMPENSATION(1)($) OPTIONS/SARS
- -------------------------------------------------- ------------- ------------- --------------- ------------------ -------------
<S> <C> <C> <C> <C> <C>
A. Roger Pease President & CEO.................... 1997 -0- -0- $ 96,000 160,000
1996 -0- -0- $ 96,000 --
</TABLE>

- ------------------------

(1) Mr. Pease was paid $8,000 per month pursuant to an oral management agreement
with the Company during 1996 and 1997. He was not paid a salary. Beginning
April 1998, he is being paid a salary of $10,000 per month, and the
management agreement has been terminated

The Company does not have an employment agreement with any of its officers.
It plans to enter into employment agreements with Mssrs. Pease, Sperber, and
Deluhery shortly after the completion of this Offering.

32
<PAGE>
STOCK INCENTIVE PLAN

During fiscal 1997, the Company adopted the Plan. Pursuant to the Plan,
stock options granted to eligible participants take the form of Incentive Stock
Options ("ISO's") under Section 422 of the Internal Revenue code of 1986, as
amended (the "Code") or options which do not qualify as ISO's (Non-Qualified
Stock Options or "NQSO's"). As required by Section 422 of the Code, the
aggregate fair market value of the Company's Common Stock with respect to its
ISO's granted to an employee exercisable for the first time in any calendar year
may not exceed $100,000. The foregoing limitation does not apply to NQSO's. The
exercise price of an ISO may not be less than 100% of the fair market value of
the shares of the Company's Common Stock on the date of grant. The exercise
price of an NQSO may be set by the administrator, but not less than 85% of the
Fair Market Value of the shares of Common Stock on the date of grant. An option
is not transferable, except by will or the laws of descent and distribution. If
the employment of an optionee terminates for any reason (other than for cause,
or by reason of death, disability, or retirement), the optionee may exercise his
options within a ninety day period following such termination to the extent he
was entitled to exercise such options at the date of termination. Either the
Board of Directors (provided that a majority of directors are "disinterested")
can administer the Plan, or the Board of Directors may designate a committee
comprised of directors meeting certain requirements to administer the Plan. The
administrator will decide when and to whom to make grants, the number of shares
to be covered by the grants, the vesting schedule, the type of award and the
terms and provisions relating to the exercise of the awards. An aggregate of
533,333 shares of the Company's Common stock is reserved for issuance under the
Plan. The Company received stockholder approval of the Plan in a meeting of
stockholders held on February 24, 1998, and accordingly, can issue ISO's from
such date forward.

At May 15, 1998, the Company had granted a total of 533,333 options under
the Plan consisting of 450,000 NQSO's and 83,333 ISO's at exercise prices
ranging from $1.13 to $2.25 per share. All options have been issued with
exercise prices at or above market value on the date of issuance. All of the
options vest over a three-year period. The Company will not grant options and
warrants in excess of 15% of the outstanding shares to officers, directors,
employees, 5% shareholders, or affiliates for a one year period from the date of
this Prospectus.

The following tables set forth certain information as of December 31, 1997,
and for the fiscal year then ended concerning non-qualified stock options
granted to and exercised by the named executive officer and the fiscal year-end
value of unexercised options on an aggregated basis:

OPTIONS/GRANTS IN FISCAL 1997

<TABLE>
<CAPTION>
NUMBER OF % OF TOTAL
SECURITIES OPTIONS/GRANTS TO
UNDERLYING EMPLOYEES IN
NAME OPTIONS/GRANTS(#) FISCAL YEAR EXERCISE PRICE ($/SH) EXPIRATION DATE
- ---------------------- ----------------- ----------------- ------------------------- ----------------
<S> <C> <C> <C> <C>
A. Roger Pease........ 160,000 38.4% $ 1.13 February 2007
</TABLE>

33
<PAGE>
TABLE 3
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND FY-END OPTION/SAR VALUES

<TABLE>
<CAPTION>
SHARES NUMBER OF UNEXERCISED VALUE OF UNEXERCISED
ACQUIRED ON VALUE OPTIONS/SARS AT IN-THE-MONEY OPTIONS/SARS
NAME EXERCISE(#) REALIZED(1)($) FY-END(#) AT FY-END($)(2)
- ------------------------------------- ------------ --------------- ----------------------- -------------------------
<S> <C> <C> <C> <C>
A. Roger Pease....................... -- -- Exercisable-80,000 Exercisable-$90,000
Unexercisable-80,000 Unexercisable-$90,000
</TABLE>

- ------------------------

(1) Value Realized is determined by calculating the difference between the
aggregate exercise price of the options and the aggregate fair market value
of the Common Stock on the date the options are exercised.

(2) The value of unexercised options is determined by calculating the difference
between the fair market value of the securities underlying the options at
fiscal year end and the exercise price of the options. The fair market value
of the securities underlying the options, based on the last price Common
Stock was sold by the Company privately, was $2.25 per share.

LIMITATION ON DIRECTORS' LIABILITY; INDEMNIFICATION

The Company has adopted provisions in its Articles of Incorporation and
Bylaws that limit the liability of its directors to the fullest extent permitted
by the Oregon Business Corporation Act (the "OBCA"). Under the Company's
Articles and Bylaws, as permitted by the OBCA, no director is liable to the
Company or its Stockholders for monetary damages for his conduct as a director
of the Company. Such limitation of liability does not affect a director's
liability for (a) a breach of the director's duty of loyalty to the Company or
its stockholders; (b) any acts or omissions not in good faith or that involve
intentional misconduct or a knowing violation of the law; or (c) any unlawful
distribution, or a transaction from which the director receives an improper
personal benefit. Such limitation of liability also does not affect the
availability of equitable remedies such as injunctive relief or rescission.

The Company's Articles of Incorporation permit and its Bylaws require the
Company to indemnify officers and directors to the fullest extent permitted by
the OBCA. These agreements, among other provisions, provide indemnification for
certain expenses (including attorney fees), judgments, fines and settlement
amounts incurred in any action or proceeding, including any action by or in the
right of the Company.

The effect of this provision in the Company's Articles of Incorporation is
to eliminate the rights of the Company and its stockholders (through
stockholder's derivative suits on behalf of the Company) to recover monetary
damages against a director for breach of his fiduciary duty of care as a
director (including breaches resulting from negligent or grossly negligent
behavior) except in the situations described in clauses (a) through (c) above.
This provision does not limit nor eliminate the rights of the Company or any
stockholder to seek non-monetary relief such as an injunction or rescission in
the event of a breach of a director's duty of care. The ByLaws provide that if
Oregon law is amended, in the case of alleged occurrences of actions or
omissions preceding any such amendment, the amended indemnification provisions
shall apply only to the extent that the amendment permits the Company to provide
broader indemnification rights than the OBCA permitted the Company to provide
prior to such amendment.

Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the Company
pursuant to the foregoing provisions, the Company has been advised that in the
opinion of the Securities and Exchange Commission such indemnification is
against public policy and is, therefore, unenforceable.

34
<PAGE>
SECURITIES OWNERSHIP OF MANAGEMENT
AND PRINCIPAL SHAREHOLDERS

The following table sets forth certain information regarding beneficial
ownership of the Company's Common Stock as of June 15, 1998, and as adjusted to
reflect the sale of the Securities offered hereby, by (i) each person who owns
beneficially more than 5% of the Company's Common Stock; (ii) each of the
Company's directors and executive officers; and (iii) all directors and
executive officers as a group. Each named beneficial owner has sole voting and
investment power with respect to the Shares held, unless otherwise stated.

<TABLE>
<CAPTION>
NUMBER OF PERCENTAGE OF SHARES
SHARES BENEFICIALLY OWNED(2)
BENEFICIALLY ----------------------------------
NAME AND ADDRESS OF OWNER OWNED(1) PRIOR TO OFFERING AFTER OFFERING
- -------------------------------------------------------------- ----------------- ----------------- ---------------
<S> <C> <C> <C>
A. Roger Pease (3)............................................ 186,667 8.3% 5.1%
190 SW Harrison
Portland, OR 97201

Robert F. Olsen (4)........................................... 118,679 5.5 3.3%
7745 Greenback Lane
Citrus Heights, CA 95610

Jeffrey S. Sperber (5)........................................ 16,667 < 1% < 1%
190 SW Harrison
Portland, OR 97201

Steven M. Bathgate (6)(7)..................................... 340,149 15.2% 9.3%
5350 S. Roslyn Way, #380
Englewood, CO 80111

Thomas E. McChesney (8)....................................... 115,852 5.3% 3.2%
200 SW Market Street
Portland, OR 97201

Eugene C. McColley (6)(9)..................................... 310,149 13.9% 8.5%
5350 S. Roslyn Way, #380
Englewood, CO 80111

ProFutures Bridge Capital Fund, LP (10)....................... 212,800 9.8% 5.9%
5350 S. Roslyn Street, Suite 350
Englewood, CO 80111

James Edgar McDonald (11)..................................... 172,610 7.9% 4.8%
6044 E. Briarwood Drive
Englewood, CO 80112

Virginia S. McDonald (11)..................................... 172,610 7.9% 4.8%
6044 E. Briarwood Drive
Englewood, CO 80112

Caribou Bridge Fund, LLC (12)................................. 167,165 7.7% 4.7%
5350 S. Roslyn Street, Suite 380
Englewood, CO 80112

All Executive Officers and Directors as a Group
(5 persons)................................................. 437,865 19.0% 11.8%
</TABLE>

- ------------------------

(1) Except as set forth in the footnotes to this table, the persons named in
this table have sole voting and investment power with respect to all shares.
Shares not outstanding but deemed beneficially owned by virtue of the
individual's right to acquire then as of the date of this Prospectus, or
within sixty (60) days of such date, all treated as outstanding when
determining the percent of the class owned by such person and when
determining the percent owned by a group.

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<PAGE>
(2) Applicable percentage is based on 2,164,063 shares of Common Stock
outstanding on March 31, 1998 and 3,564,063 shares outstanding after the
completion of the Offering.

(3) 103,333 shares are owned by Mr. Pease in his individual retirement account.
Also includes 3,333 shares owned by Mr. Pease's wife, of which he disclaims
beneficial ownership; and presently exercisable stock options by Mr. Pease
to purchase 80,000 shares of Common Stock at $1.13 per share.

(4) Includes 96,653 shares beneficially owned by JR Roberts Corporation, of
which Mr. Roberts is the Chairman and Chief Executive Officer; and Options
exercisable to purchase 13,333 shares of Common Stock at $1.13 per share.

(5) Consists of presently exercisable options to purchase shares of Common
Stock.

(6) Includes 134,053 shares and warrants to purchase 14,445 shares owned by
Caribou Bridge Fund, LLC. Mssrs. Bathgate and McColley own the Administrator
of Caribou. They disclaim beneficial ownership of such shares. Also includes
29,161 shares of Common Stock and 4,445 shares of Common Stock underlying
presently exercisable warrants owned by Kiawah Capital Partners, an entity
that Mssrs. Bathgate and McColley own equally. Fifty percent of those shares
and warrants are attributed to each Mr. Bathgate and Mr. McColley.

(7) Includes 18,667 shares owned by Bathgate Family Partnership II, of which
Mr. Bathgate is a general partner.

(8) Includes 5,833 shares and 4,375 shares of Common Stock underlying presently
exercisable warrants owned by Elizabeth McChesney, Mr. McChesney's wife of
which he disclaims beneficial ownership. Also includes 30,802 shares of
Common Stock and 16,667 shares of Common Stock underlying presently
exercisable warrants and vested options, respectively.

(9) Includes 48,000 shares of Common Stock underlying presently exercisable
warrants.

(10) Includes 53,333 shares of Common Stock underlying presently exercisable
warrants. ProFutures is a limited partnership. Its general partners are
Bridge Capital Partners, Inc. James H. Perry is the President, Director and
sole shareholder of Bridge Capital Partners, Inc.

(11) Of the shares of Common Stock listed as being beneficially owned by James
Edgar McDonald and Virginia S. McDonald, 90,388 shares (including 7,778
shares underlying presently exercisable warrants) are owned by James Edgar
McDonald, Trustee for the James Edgar McDonald Revocable Trust; and 82,222
shares (including 6,667 shares underlying presently exercisable warrants)
are owned by Virginia S. McDonald, Trustee for the Virginia S. McDonald
Revocable Trust. Mr. and Mrs. McDonald are husband and wife. They each
disclaim beneficial ownership of shares owned by their spouse's trust.

(12) Includes 14,445 shares of Common Stock underlying presently exercisable
warrants. Caribou Bridge Fund, LLC, is a Colorado Limited Liability Company.
Its manager is E. Bowman McLean, who has voting power over securities owned
by CBF. Investment decisions are made by an investment committee comprised
of E. Bowman McLean, Douglas Kelsall, Steven M. Bathgate, Eugene C.
McColley, and Vicki D.E. Barone. See FN 6.

CERTAIN TRANSACTIONS

In April 1994, Payline Systems, Inc. ("Payline") a publicly traded
corporation, entered into a five-year contract with Pacific Union Property
Services, the management company for Portland Center Apartments, to provide
telecommunications services to the tenants of the Portland Center Apartments.
Shortly thereafter, Payline formed FirstLink Communications, L.L.C. ("FLC"), and
assigned that contract to FLC. In January 1995, FLC signed a seven-year contract
with RiverPlace II Joint Venture to provide services to the tenants of
RiverPlace. Subsequently, FLC borrowed a total of $250,000 from three investors,
including JR Roberts Corporation and Thair Q. Schneiter, a director and major
stockholders of the Company. The investors obtained as collateral for the loan a
security interest in all assets of FLC, including the two contracts and certain
equipment. In May 1995, the investors foreclosed on their notes, which were in

36
<PAGE>
default, and obtained the assets of FLC. They assigned the assets to a newly
formed limited liability company, FirstLink Tenant Services, L.L.C. ("FTS"). On
January 1, 1996, the Company acquired substantially all of the assets of FTS, in
exchange for 133,333 shares of Common Stock. The acquisition of these net assets
was accounted for using the purchase method of accounting. As the Company and
FTS were entities under common control, the assets and liabilities of FTS were
recorded by the Company using the carryover basis in such assets and liabilities
of $82,790. Because of the nature of this transaction, it cannot be considered
to have resulted from an arms-length negotiation between the Company and the
investors.

In October 1996, the Company issued 6,667 shares of Common Stock to each of
Mr. McChesney, a director of the Company, and Mssrs. Bathgate and McColley, who
are substantial shareholders of the Company, in consideration of their
guaranteeing a $125,000 equipment lease. The Company also agreed to issue an
additional 200 shares per month to each of those individuals for each month that
the guarantee is outstanding. Through March 31, 1998, the Company had issued an
additional 3,400 shares to each such individual. The Company will attempt to
obtain a release of those guarantees following the closing of this Offering.

In 1997, the Company issued 8,692 shares to Mr. Olsen, and 1,060 shares to
Mr. McChesney, directors of the Company, as consideration for their guarantees
of a second lease.

Mssrs. Bathgate and McColley are principals of Bathgate McColley Capital
Group, LLC, who acted as the Company's Placement Agent in three private
offerings of the Company in 1997 and 1998. In connection with such offerings,
they were paid commissions aggregating $135,852 in 1997 and $38,000 in 1998; and
issued persons affiliated with BMCG warrants to purchase a total of 157,000
shares of Common Stock.

Each of the above transactions, except the transaction in which the Company
acquired the assets of FTS, were approved or ratified by a majority of
disinterested directors. The Board of Directors has determined that any future
transactions with officers, directors, or principal shareholders will be
approved by the disinterested directors and will be on terms no less favorable
than could be obtained from an unaffiliated third party. The Board of Directors
will obtain independent counsel or other independent advice to assist in that
determination.

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<PAGE>
DESCRIPTION OF SECURITIES

The Company's Articles of Incorporation authorize the issuance of up to
20,000,000 shares of Common Stock and 1,000,000 shares of Preferred Stock
("Preferred Stock").

COMMON STOCK

Holders of Common Stock are entitled to receive dividends when and as
declared by the Board of Directors out of any funds lawfully available therefor
and, in the event of liquidation or distribution of assets, are entitled to
participate ratably in the distribution of such assets remaining after payments
of liabilities, in each case subject to any preferential rights granted to any
series of Preferred Stock that may then be outstanding. The Common Stock does
not have any preemptive rights or redemption, conversion or sinking fund
provisions. All of the issued and outstanding shares of Common Stock are, and
all shares of Common Stock to be outstanding upon completion of the Offering
will be, validly issued, fully paid and nonassessable. Holders of Common Stock
are entitled to one vote per share on all matters to be voted upon by the
stockholders. Holders of Common Stock do not have cumulative voting rights in
the election of directors, which means that the holders of more than 50% of the
shares voting can elect all directors.

PREFERRED STOCK

The Articles of Incorporation authorize 1,000,000 shares of Preferred Stock
and permit the Board of Directors, without further stockholder authorization, to
issue Preferred Stock in one or more series and to fix the terms and provisions
of each series, including dividend rights and preferences, conversion rights,
voting rights, redemption rights and rights on liquidation, including
preferences over Common Stock. The issuance of any series of Preferred Stock
under certain circumstances could adversely affect the voting power or other
rights of the holders of Common Stock, and, under certain circumstances, be used
as a means of discouraging, delaying, or preventing a change in control of the
Company. No Preferred Stock is outstanding, and the Company has no present plans
to issue any shares of Preferred Stock. The Company will not offer preferred
stock to officers, directors, or substantial shareholders of the Company except
on the same terms as are offered to all shareholders as a group, or to new
investors.

WARRANTS

Two Warrants will entitle the holder to purchase one share of Common Stock
at a price of $8.10 during the three-year period commencing on the date of this
Prospectus. The Warrants will be redeemable upon forty-five (45) days prior
written notice at a redemption price of $.05 per Warrant if (a) the closing high
bid price of the Common Stock has exceeded $12.15 for at least 20 of the 30
trading days immediately preceding the date of mailing of the notice of
redemption, and (b) the Company has in effect a current registration statement
with the Commission registering the Common Stock issuable upon exercise of the
Warrants. The Warrants will contain anti-dilution provisions for stock splits,
recombinations, and reorganizations.

STATE LEGISLATION

When and if the Company has 100 or more stockholders, the Company will
become subject to the Oregon Control Share Act (the "Control Share Act"). As of
December 31, 1997, the Company had 73 stockholders. The Control Share Act
generally provides that a person (the "Acquirer") who acquires voting stock of
an Oregon corporation in a transaction which results in the Acquirer holding
more than each of 20%, 33 1/3% or 50% of the total voting power of the
corporation (a "Control Share Acquisition") cannot vote the shares it acquires
in the Control Share Acquisition ("Control Shares") unless voting rights are
accorded to the Control Shares by (i) a majority of each voting group entitled
to vote and (ii) the holders of a majority of the outstanding voting shares,
excluding the Control Shares held by the Acquirer and

38
<PAGE>
shares held by the corporation's officers and inside directors. The term
"Acquirer" is broadly defined to include persons acting as a group.

The Acquirer may, but is not required to, submit to the corporation an
"Acquiring Person Statement" setting forth certain information about the
Acquirer and its plans with respect to the corporation. The Acquiring Person
Statement may also request that the corporation call a special meeting of
stockholders to determine whether the voting rights will be restored to the
Control Shares. If the Acquirer does not request a special meeting of
stockholders, the issue of voting rights of Control Shares will be considered at
the next annual or special meeting of stockholders. If the Acquirer's Control
Shares are accorded voting rights and represent a majority or more of all voting
power, Stockholders who do not vote in favor of the restoration of such voting
rights will have the right to receive the appraised "fair value" of their
shares, which may not be less than the highest price paid per share by the
Acquirer for the Control Shares.

TRANSFER AND WARRANT AGENT

American Securities Transfer & Trust, Incorporated, 1825 Lawrence Street,
Denver, Colorado 80202 will be the transfer agent for the Common Stock and the
warrant agent for the Warrants.

REGISTRATION RIGHTS

The Company is a party to a Registration Rights Agreement pursuant to which
it granted to certain former holders of Convertible Promissory Notes (the
"Notes") (all of whom have converted the Notes to Common Stock), Common Stock,
and Warrants certain rights with respect to registration under the Securities
Act of 935,556 shares of Common Stock and 188,889 warrants held by such holders,
the "Registrable Securities"). Under the Registration Rights Agreement, if the
Company files a registration statement under the Securities Act, the holders of
Registrable Securities may require the Company, subject to certain limitations,
to include all or any portion of their Registrable Securities in such
registration at the Company's expense. The shares so registered will be subject
to an agreement not to sell those shares for a period of one year after the date
of this Prospectus without the representative's written consent. The Company
plans to file a separate registration statement for the other Registrable
Securities prior to the expiration of the lock-up period.

SHARES ELIGIBLE FOR FUTURE SALE

Prior to the Offering, there has been no public market for the Common Stock
or the Warrants. Future sales of substantial amounts of Common Stock in the
public market could adversely affect prevailing market prices.

Upon completion of the Offering, the Company will have 3,564,063 shares of
Common Stock outstanding. Of these shares, 1,400,000 shares registered in the
Registration Statement for this Offering will be freely tradeable without
restriction under the Securities Act, except for any shares purchased by
affiliates of the Company, which will be subject to certain resale limitations
of Rule 144 promulgated under the Securities Act. The remaining 2,164,063 shares
and all of the shares of Common Stock issuable upon exercise of outstanding
options and warrants are "restricted securities" as defined in Rule 144. The
owners of those shares have agreed with the Representative of the Underwriters
not to sell, transfer, assign, or make any other disposition of any shares owned
by them for a period of twelve months after the date of this Prospectus without
the prior written consent of the Representative. The Warrants being issued in
this Offering as part of the Units, the 700,000 shares of Common Stock issuable
upon exercise of the Warrants, the 188,889 Warrants being issued to certain
private investors, and the 94,445 shares of Common Stock underlying those
Warrants will be freely transferable and not subject to any restrictions on
resale.

In general, under Rule 144 as currently in effect, any person (or persons
whose shares are aggregated) who has beneficially owned restricted securities
for at least one year is entitled to sell, within any three-month period, a
number of shares that does not exceed the greater of 1% of the then outstanding
shares of

39
<PAGE>
the issuer's common stock or the average weekly trading volume during the four
calendar weeks preceding such sale, provided that certain public information
about the issuer as required by Rule 144 is then available and the seller
complies with certain other requirements. In general, shares issued in
compliance with Rule 701 promulgated under the 1933 Act may be sold by
non-affiliates subject to the manner of sale requirements of Rule 144, but
without compliance with the other requirements of Rule 144. Affiliates may sell
such shares in compliance with Rule 144, other than the holding period
requirement. A person who is not an affiliate, has not been an affiliate within
three months prior to sale, and has beneficially owned the restricted securities
for at least two years is entitled to sell such shares under Rule 144 without
regard to any of the limitations described above.

Further, upon completion of the Offering, there will be outstanding Warrants
exercisable to purchase an additional 794,444 shares of Common Stock, assuming
no exercise of the Over-allotment Option. 700,000 shares of Common Stock
issuable upon exercise of the Warrants will be free trading and immediately
eligible for sale upon issuance. The remaining 94,444 shares issuable upon
exercise of Warrants are subject to a one-year lock-up agreement.

40
<PAGE>
UNDERWRITING

Subject to the terms and conditions of the Underwriting Agreement, a copy of
which has been filed as an exhibit to the Registration Statement of which this
Prospectus forms a part, the Underwriters named below (the "Underwriters") have
severally agreed, through Kashner Davidson Securities Corporation and Joseph
Charles & Associates, Inc. as the Representatives of the Underwriters, to
purchase from the Company on a firm commitment basis, the aggregate number of
Units set forth opposite their names below:

<TABLE>
<CAPTION>
UNDERWRITERS NUMBER OF UNITS
- --------------------------------------------------------------------------------------- ---------------
<S> <C>
Kashner Davidson Securities Corporation................................................
Joseph Charles & Associates, Inc.......................................................
Joseph Dillon & Company, Inc...........................................................
---------------
Total................................................................................ 1,400,000
</TABLE>

The Securities are being offered by the several Underwriters, subject to
prior sale, when, as, and if delivered to and accepted by the Underwriters and
subject to their right to reject orders in whole or in part and subject to
approval of certain legal matters by counsel and to various conditions. The
nature of the Underwriters' obligation is such that they must purchase all of
the Securities offered hereby if any are purchased.

The Company has granted the Underwriters an option for 45 days from the date
of this Prospectus to purchase up to an additional 210,000 Units at the initial
public offering prices less the underwriting discount of $.55 per Unit. The
Underwriters may exercise such option only for the purpose of covering any
over-allotments in the sale of the Securities being offered.

The Underwriters have advised the Company that they propose to offer the
1,400,000 Units directly to the public at the public offering prices set forth
on the cover page of this Prospectus and to selected dealers at that price, less
a concession of not more than $.275 per Unit. After the initial offering of the
Securities is completed, the price of the Securities may change as a result of
market conditions. However, no such change will effect the amount of proceeds to
be received by the Company as set forth on the cover page of this Prospectus.
The Underwriters have advised the Company that they will not make sales of the
Securities offered in this Prospectus to accounts over which they exercise
discretionary authority.

The Company will pay the Representative a non-accountable expense allowance
from offering proceeds, including proceeds from the over-allotment options to
the extent exercised. The expense allowance will be 3% of the gross proceeds
sold in the Offering. The Representative's expenses in excess of the
non-accountable expense allowance will be borne by the Representative. To the
extent that the expenses of the Representative are less than the non-accountable
expense allowance, the excess shall be deemed to be compensation to the
Representative. The Company has advanced the Representative $25,000 of such
expense allowance.

In addition to the Underwriters' discount and the non-accountable expense
allowance, the Company is required to pay the costs of qualifying the Securities
under federal and state securities laws, together with legal and accounting
fees, printing, road show and other costs in connection with the Offering. The
Underwriters have agreed to pay all fees and expenses of any legal counsel whom
it may employ to represent it separately in connection with or on account of the
proposed offering by the Company, mailing, telephone, travel and clerical costs
and all other office costs incurred or to be incurred by the Underwriters or by
their representatives in connection with the Offering.

41
<PAGE>

The Company has agreed with the Representatives not to solicit Warrant
exercises other than through the Representatives. Upon exercise of any Warrants,
the Company will pay the Representatives a fee of 3% of the aggregate exercise
price, if (i) the market price of the Company's Common Stock on the date the
Warrant is exercised is greater than the then exercise price of the Warrant;
(ii) the exercise of the Warrant was solicited by a member of the National
Association of Securities Dealers, Inc. who is so designated in writing by the
holder exercising the Warrant; (iii) the Warrant is not held in a discretionary
account except where prior specific written approval for the exercise has been
received; (iv) disclosure of compensation arrangements was made both at the time
of the offering and at the time of exercise of the Warrant; (v) the solicitation
of the exercise of the Warrant was not in violation of Regulation M promulgated
under the Exchange Act; and (vi) the Representative provides bona fide services
in connection with the solicitation of the exercise of the Warrant. No
solicitation fee will be paid to the Representatives on Warrants exercised
within one year of the date of this Prospectus or on Warrants voluntarily
exercised at any time without solicitation. In addition, unless granted an
exemption by the Commission from Regulation M under the Exchange Act, the
Representatives will be prohibited from engaging in any market making activities
or solicited brokerage activities until the later of the termination of such
solicitations activity or the termination by waiver or otherwise of any right
the representatives may have to receive a fee for the exercise of the Warrants
following such solicitation. Such a prohibition, while in effect, could impair
the liquidity and market price of the Securities.

The present shareholders of the Company have agreed not to issue, offer,
sell, transfer, assign, hypothecate or otherwise dispose of any securities of
the Company for twelve months from the date of this Prospectus without the prior
written consent of the Representative.

Until the distribution of the Securities is completed, rules of the
Commission may limit the ability of the Underwriters and certain selling group
members to bid for and purchase the securities. As an exception to these rules,
the Underwriters are permitted to engage in certain transactions that stabilize
the price of the securities. Such transactions consist of bids or purchases for
the purpose of pegging, fixing or maintaining the price of the securities. If
the Underwriters create a short position in the Securities in connection with
the Offering, i.e., if they sell more Securities than are set forth on the cover
page of this Prospectus, the Underwriters may reduce that short position by
purchasing Securities in the open market. The Underwriters may also elect to
reduce any short position by exercising all or part of the Over-allotment Option
described above.

The Underwriters may also impose a penalty bid on selling group members.
This means that if the Underwriters purchase Securities in the open market to
reduce the Underwriters' short position or to stabilize the price of the
Securities, it may reclaim the amount of the selling concession from the selling
group members who sold those securities as part of the Offering.

In general, purchase of a security for the purpose of stabilization or to
reduce a short position could cause the price of the security to be higher than
it might be in the absence of such purchases. The imposition of a penalty bid
might also have an effect on the price of a security to the extent that it was
to discourage resales of the security. Neither the Company nor the Underwriters
make any representation or predictions as to the direction or magnitude of any
effect that the transactions described above may have on the price of the
Securities. In addition, neither the Company nor the Underwriters make any
representation that the Underwriters will engage in such transactions, once
commenced, will not be discontinued without notice.

There are no current plans, proposals, arrangements or understandings
between the Representatives, any members of the underwriting group, or known to
the Representatives, members of the underwriting group, with respect to engaging
in any transactions with the Shareholders who are participating in the
Shareholders Offering.

Prior to the Offering, there has been no public market for the Common Stock
or Warrants. Accordingly, the public offering prices of the Shares and Warrants
and the exercise price of the Warrants

42
<PAGE>
were determined by negotiations between the Representatives and the Company.
Among the factors considered in determining the public offering prices and the
Warrant exercise price were the prospects for the Company, an assessment of the
industry in which the Company operates, the assessment of management, the number
of Securities offered, the price that purchasers of such Securities might be
expected to pay given the nature of the Company, and the general condition of
the securities markets at the time of the Offering. Accordingly, the offering
prices set forth on the cover page of this Prospectus should not be considered
an indication of the actual value of the Company or the Common Stock or
Warrants.

The Company and the Underwriters have agreed to indemnify each other against
certain liabilities, including liabilities under the 1933 Act, and, if such
indemnifications are unavailable or insufficient, the Company and the
Underwriters have agreed to damage contribution agreements between them based
upon relative benefits received from the Offering and relative fault resulting
in such damages. Insofar as indemnification for liabilities arising under the
Securities Act may be provided to directors, officers and controlling persons of
the Company, the Company has been advised that in the opinion of the Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. The Company also has agreed with the
Underwriters that the Company will file and cause to become effective a
registration statement pursuant to Section 12(g) of the Securities Exchange Act
of 1934 no later than the date of this Prospectus.

The foregoing does not purport to be a complete statement of the terms and
conditions of the Underwriting Agreement, copies of which are on file at the
offices of the Representative, the Company and the Commission. See "Additional
Information."

REPRESENTATIVES' OPTIONS

Upon completion of the Offering, the Company will sell to the Representative
for $140, the Representatives' Options to purchase 140,000 Units at a price that
is equal to 140% of the Offering Price. The Warrants underlying the
Representatives' Option will have an exercise price and other terms identical to
the Warrants being offered to the public pursuant to this Prospectus, (the
"Representatives' Option"). The Representatives' Options will be exercisable
commencing one year after the date of this Prospectus for a period of four
years. The exercise price for the units underlying the Representatives' Options
is payable in cash or through the surrender of Options having a value equal to
the difference between the exercise price and the average of the current market
price of the Common Stock and Warrants for the 20 consecutive trading days
commencing 21 trading days before the date the Representatives' Options are
tendered for exchange.

The Representative's Options will be non-transferable except among the
Underwriters and by their respective officers or partners for a period of twelve
months from the date of this Prospectus. The Representative's Options and the
securities underlying the Representative's Options (the "Representative's
Securities") will also contain anti-dilution provisions for stock splits,
combinations and reorganizations, piggyback registration rights, one demand
registration right at the expense of the Company, and one demand registration
right paid for by the holders of the Representative's Securities (all of which
expire five years from the date of the Prospectus).

The Representative's Securities are being registered in the Registration
Statement of which this Prospectus is a part. The Company has agreed to maintain
an effective Registration Statement with respect to such shares to permit their
resale at all times during the period in which the Representative's Options are
exercisable. The sale of the Representative's Securities could dilute the
interest of other holders of Common Stock and Warrants and the existence of the
Representative's Options may make the raising of additional capital by the
Company more difficult. At any time at which exercise of Representative's
Options might be expected, it is likely that the Company could raise additional
capital on terms more favorable than the terms of the Representative's Options.
Any profit realized by the Representatives (or any holder of the Representatives
Options) on the sale of the shares of Common Stock or the Warrants

43
<PAGE>

included in the Units or the sale of the shares of Common Stock underlying the
Warrants may be deemed underwriting compensation.

CONSULTANT TO THE BOARD OF DIRECTORS

The Company has agreed, for a period of three years from the date of this
Prospectus, to designate a person selected by the representatives to act as a
consultant to the Board of Directors who will have the right to attend all Board
and Board committee meetings and will be reimbursed his out-of-pocket expenses
to attend Board meetings. The Representative has not yet exercised its right to
designate such a person.

LEGAL MATTERS

The validity of the issuance of the Common Stock offered hereby will be
passed upon for the Company by Neuman Drennen & Stone, LLC, Englewood, Colorado.
David H. Drennen, whose company is a member of the firm of Neuman Drennen &
Stone, LLC is the owner of warrants to purchase 14,000 shares of the Company's
Common Stock, which he received from the placement agent of a private placement
of the Company's securities as partial compensation for his services to that
placement agent. Certain legal matters will be passed upon for the
Representative by Sichenzia, Ross & Friedman, LLP, 135 West 50th Street, 20th
Floor, New York, New York 10020.

EXPERTS

The financial statements of the Company as of December 31, 1997, and for the
years ended December 31, 1997 and 1996, have been included herein and in the
registration statement in reliance upon the report of KPMG Peat Marwick LLP,
independent certified public accountants, appearing elsewhere herein, and upon
the authority of said firm as experts in accounting and auditing.

The report of KPMG Peat Marwick LLP covering the December 31, 1997,
financial statements contains an explanatory paragraph that states that the
Company's recurring losses from operations raise substantial doubt about its
ability to continue as a going concern. The financial statements do not include
any adjustments that might result from the outcome of that uncertainty.

ADDITIONAL INFORMATION

The Company has filed a Registration Statement on Form SB-2 with the
Commission in Washington, D.C., in accordance with the provisions of the
Securities Act, with respect to the securities offered hereby. This Prospectus
does not contain all of the information set forth in the Registration Statement,
certain portions of which have been omitted as permitted by the rules and
regulations of the Commission. For further information pertaining to the
securities offered hereby and the Company, reference is made to the Registration
Statement, including the exhibits and financial statement schedules filed as a
part thereof. Statements contained in this Prospectus concerning the provisions
of any document are not necessarily complete and, in each instance, reference is
made to the copy of such document filed as an Exhibit to the Registration
Statement. Each such statement is qualified in its entirety by such reference.
The Registration Statement may be obtained from the Commission upon payment of
the fees prescribed therefor and may be examined at the principal office of the
Commission at 450 Fifth Street, N.W., Washington, D.C. 20549. The Commission
maintains a World Wide web site that contains reports, proxy and information
statements and other information that are filed through the Commission's
Electronic Data Gathering, Analysis and Retrieval System. This web site can be
accessed at http://www.sec.gov.

Upon completion of the Offering the Company will be subject to the
information requirements of the Securities Exchange Act of 1934 (the "Exchange
Act"), and in accordance with the Exchange Act files periodic reports, proxy
statements and other information with the Securities and Exchange Commission
(the "Commission"). Reports, proxy statements and other information concerning
the Company can be inspected and copied (at prescribed rates) at the
Commission's Public Reference Section, Room 1024,

44
<PAGE>
450 Fifth Street, N.W., Judiciary Plaza, Washington, D.C. 20549, as well as at
the following Regional Offices: Northwestern Atrium Center, 500 West Madison
Street, Suite 1400, Chicago, Illinois 60661-2511; and Seven World Trade Center,
13th Floor, new York, New York 10048. Copies of such material also may be
obtained at prescribed rates from the Public Reference Section of the
Commission, 450 Fifth Street, N.W., Judiciary Plaza, Washington, D.C. 20549.

The Company intends to furnish to its stockholders annual reports containing
financial statements audited by an independent public accounting firm after the
end of each fiscal year. In addition, the Company will furnish to its
stockholders quarterly reports for the first three quarters of each fiscal year
containing unaudited financial and other information after the end of each
fiscal quarter.

45
<PAGE>
FIRSTLINK COMMUNICATIONS, INC.
FINANCIAL STATEMENTS
DECEMBER 31, 1997
(WITH INDEPENDENT AUDITORS' REPORT THEREON)
<PAGE>
FIRSTLINK COMMUNICATIONS, INC.
TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE(S)
-----------
<S> <C>
Independent Auditors' Report............................................................................. F-3
Financial Statements:
Balance Sheet as of December 31, 1997 and March 31, 1998 (unaudited)................................... F-4
Statements of Operations for the years ended December 31, 1997 and 1996 and the three months ended
March 31, 1998 and 1997 (unaudited).................................................................. F-5
Statements of Stockholders' Equity (Deficit) for the years ended December 31, 1997 and 1996 and the
three months ended March 31, 1998 (unaudited)........................................................ F-6
Statements of Cash Flows for the years ended December 31, 1997 and 1996 and the three months ended
March 31, 1998 and 1997 (unaudited).................................................................. F-7
Notes to Financial Statements.......................................................................... F-8
</TABLE>

F-2
<PAGE>
When the transaction referred to in note 2(e) of the notes to the financial
statements has been consummated, we will be in a position to render the
following report.

INDEPENDENT AUDITORS' REPORT

The Board of Directors
FirstLink Communications, Inc.:

We have audited the accompanying balance sheet of FirstLink Communications,
Inc. as of December 31, 1997, and the related statements of operations,
stockholders' equity (deficit), and cash flows for the years ended December 31,
1997 and 1996. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of FirstLink Communications,
Inc. as of December 31, 1997, and the results of its operations and its cash
flows for the years ended December 31, 1997 and 1996 in conformity with
generally accepted accounting principles.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in note 1 to the
financial statements, the Company has suffered recurring losses from operations
that raise substantial doubt about its ability to continue as a going concern.
Management's plans in regard to these matters are also described in note 1. The
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.

Portland, Oregon
January 21, 1998, except as to note 9
which is as of April 8, 1998 and note 2(e)
which is as of June , 1998

F-3
<PAGE>
FIRSTLINK COMMUNICATIONS, INC.

BALANCE SHEET

DECEMBER 31, 1997 AND MARCH 31, 1998 (UNAUDITED)

<TABLE>
<CAPTION>
DECEMBER 31,
1997
------------ MARCH 31,
1998
------------
(UNAUDITED)
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents.......................................................... $ 389,415 $ 409,132
Accounts receivable, net of allowance for doubtful accounts of $8,716 at December
31, 1997 and $17,817 at March 31, 1998........................................... 19,617 30,322
Prepaid and other current assets................................................... 59,227 69,577
------------ ------------
Total current assets........................................................... 468,259 509,031
Property and equipment, net.......................................................... 543,053 542,182
Other assets......................................................................... 49,509 62,404
------------ ------------
Total assets................................................................... $1,060,821 $ 1,113,617
------------ ------------
------------ ------------

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
Accounts payable................................................................... $ 142,130 $ 104,752
Accrued liabilities................................................................ 99,580 106,114
Current portion of capital lease obligations....................................... 40,897 39,674
Other current liabilities.......................................................... 126,188 126,188
------------ ------------
Total current liabilities...................................................... 408,795 376,728
------------ ------------
Long-term debt:
Capital lease obligations.......................................................... 166,350 158,790
Convertible notes payable.......................................................... 221,667 --
------------ ------------
Total long-term debt........................................................... 388,017 158,790
------------ ------------
Commitments and contingencies (note 8)

Stockholders' equity:
Preferred stock, no par value; 1,000,000 shares authorized; no shares issued or
outstanding...................................................................... -- --
Common stock, no par value; 20,000,000 shares authorized; 1,786,708 and 2,164,063
shares issued and outstanding at December 31, 1997 and March 31, 1998,
respectively..................................................................... 1,240,102 1,938,420
Retained deficit................................................................... (976,093) (1,360,321)
------------ ------------
Total stockholders' equity..................................................... 264,009 578,099
------------ ------------
Total liabilities and stockholders' equity..................................... $1,060,821 $ 1,113,617
------------ ------------
------------ ------------
</TABLE>

See accompanying notes to financial statements.

F-4
<PAGE>
FIRSTLINK COMMUNICATIONS, INC.

STATEMENTS OF OPERATIONS

YEARS ENDED DECEMBER 31, 1997 AND 1996 AND THE
THREE MONTHS ENDED MARCH 31, 1998 AND 1997 (UNAUDITED)

<TABLE>
<CAPTION>
YEARS ENDED THREE MONTHS
DECEMBER 31, ENDED MARCH 31,
------------------------- ------------------------
1997 1996 1998 1997
------------ ----------- ----------- -----------
(UNAUDITED)
<S> <C> <C> <C> <C>
Revenue..................................................... $ 879,903 $ 602,423 $ 283,483 $ 165,441
------------ ----------- ----------- -----------
Expenses:
Operating................................................. 580,197 369,415 221,472 117,573
Selling, general and administrative....................... 701,372 565,473 288,196 129,980
Depreciation and amortization............................. 69,955 37,879 20,788 11,790
------------ ----------- ----------- -----------
Total expenses........................................ 1,351,524 972,767 530,456 259,343
------------ ----------- ----------- -----------
Operating loss........................................ (471,621) (370,344) (246,973) (93,902)
------------ ----------- ----------- -----------
Other (income) expense:
Interest, net............................................. 107,305 25,123 30,756 49,906
Other..................................................... (650) 2,350 106,499 830
------------ ----------- ----------- -----------
106,655 27,473 137,255 50,736
------------ ----------- ----------- -----------
Net loss.............................................. $ (578,276) $ (397,817) $ (384,228) $ (144,638)
------------ ----------- ----------- -----------
------------ ----------- ----------- -----------
Per share amounts:
Basic and diluted loss per common share................... $ (.50) $ (.75) $ (.20) $ (.18)
------------ ----------- ----------- -----------
------------ ----------- ----------- -----------
Basic and diluted weighted average common shares.......... 1,162,397 533,309 1,918,398 785,078
------------ ----------- ----------- -----------
------------ ----------- ----------- -----------
</TABLE>

See accompanying notes to financial statements.

F-5
<PAGE>
FIRSTLINK COMMUNICATIONS, INC.

STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)

YEARS ENDED DECEMBER 31, 1997 AND 1996 AND THE
THREE MONTHS ENDED MARCH 31, 1998 (UNAUDITED)

<TABLE>
<CAPTION>
TOTAL
COMMON STOCK STOCKHOLDERS'
------------------------ RETAINED EQUITY
SHARES AMOUNT DEFICIT (DEFICIT)
---------- ------------ ----------- ------------
<S> <C> <C> <C> <C>
Balance at January 1, 1996................................. -- $ -- -- --
Acquisition of net assets from FirstLink Tenant Services... 133,333 82,790 -- 82,790
Sale of common stock....................................... 554,667 126,040 -- 126,040
Common stock issued pursuant to guarantor agreements....... 21,200 6,996 -- 6,996
Common stock issued pursuant to Promissory Notes........... 57,200 18,876 -- 18,876
Net loss................................................... -- -- (397,817) (397,817)
---------- ------------ ----------- ------------
Balance at December 31, 1996............................... 766,400 234,702 (397,817) (163,115)
Common stock issued pursuant to Promissory Notes........... 52,800 17,424 -- 17,424
Common stock issued in payment of Promissory Note
interest................................................. 3,879 4,364 -- 4,364
Conversion of Promissory Notes into common stock........... 217,780 245,000 -- 245,000
Sale of common stock, net of stock offering costs.......... 728,888 721,449 -- 721,449
Common stock issued pursuant to guarantor agreements....... 16,961 17,163 -- 17,163
Net loss................................................... -- -- (578,276) (578,276)
---------- ------------ ----------- ------------
Balance at December 31, 1997............................... 1,786,708 1,240,102 (976,093) 264,009
Conversion of Promissory Notes into common stock, net...... 186,667 304,552 -- 304,552
Sale of common stock, net of stock offering costs.......... 188,888 390,391 -- 390,391
Common stock issued pursuant to guarantor agreements....... 1,800 3,375 -- 3,375
Net loss................................................... -- -- (384,228) (384,228)
---------- ------------ ----------- ------------
Balance at March 31, 1998.................................. 2,164,063 $ 1,938,420 (1,360,321) 578,099
---------- ------------ ----------- ------------
---------- ------------ ----------- ------------
</TABLE>

See accompanying notes to financial statements.

F-6
<PAGE>
FIRSTLINK COMMUNICATIONS, INC.

STATEMENTS OF CASH FLOWS

YEARS ENDED DECEMBER 31, 1997 AND 1996 AND THE
THREE MONTHS ENDED MARCH 31, 1998 AND 1997 (UNAUDITED)

<TABLE>
<CAPTION>
YEAR ENDED THREE MONTHS
DECEMBER 31, ENDED MARCH 31,
----------------------- ----------------------
1997 1996 1998 1997
----------- ---------- ---------- ----------
(UNAUDITED)
<S> <C> <C> <C> <C>
Cash flows from operating activities:
Net loss....................................................... $ (578,276) (397,817) (384,228) (144,638)
Adjustments to reconcile net loss to net cash used in operating
activities:
Non-cash charge for debt conversion to equity................ -- -- 105,000 --
Depreciation and amortization................................ 130,262 38,112 35,829 51,326
Provision for losses on accounts receivable.................. 43,250 73,796 9,101 8,185
Changes in assets and liabilities:
Accounts receivable........................................ (39,196) (34,422) (19,806) 10,453
Prepaid and other current assets........................... (59,563) 7,441 (57,026) (1,328)
Accounts payable and accrued liabilities................... 17,408 (52,037) (30,844) 96,180
Other current liabilities.................................. (50,233) 176,421 -- (50,234)
----------- ---------- ---------- ----------
Net cash used in operating activities.................... (536,348) (188,506) (341,974) (30,056)
----------- ---------- ---------- ----------
Cash flows from investing activities:
Capital expenditures........................................... (70,090) (48,664) (19,917) (30,022)

Cash acquired from FirstLink Tenant Services L.L.C............. -- 4,467 -- --
----------- ---------- ---------- ----------
Net cash used in investing activities.................... (70,090) (44,197) (19,917) (30,022)

Cash flows from financing activities:
Net proceeds from issuance of common stock..................... 738,873 144,916 390,391 --
Proceeds from Promissory Notes................................. 102,576 111,124 -- 65,000
Repayments of Promissory Notes................................. (5,000) -- -- --
Proceeds from Convertible Notes................................ 172,077 -- -- --
Principal payments under capital leases........................ (27,792) (8,218) (8,783) (4,283)
----------- ---------- ---------- ----------
Net cash provided by financing activities................ 980,734 247,822 381,608 60,717
----------- ---------- ---------- ----------
Net increase in cash and cash equivalents................ 374,296 15,119 19,717 639
Cash and cash equivalents, beginning of year..................... 15,119 -- 389,415 15,119
----------- ---------- ---------- ----------
Cash and cash equivalents, end of year........................... $ 389,415 15,119 409,132 15,758
----------- ---------- ---------- ----------
----------- ---------- ---------- ----------
Supplemental disclosure of cash flow information:
Cash paid for interest......................................... $ 51,791 23,446 19,660 9,948
Cash paid for income taxes..................................... -- -- -- --
</TABLE>

See accompanying notes to financial statements.

F-7
<PAGE>
FIRSTLINK COMMUNICATIONS, INC.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 1997 AND 1996 AND MARCH 31, 1998

(INFORMATION AS OF MARCH 31, 1998 AND FOR
THE THREE MONTHS ENDED MARCH 31, 1998 AND 1997 IS UNAUDITED)

(1) BUSINESS AND ORGANIZATION

FirstLink Communications, Inc. (FirstLink or the Company), an Oregon
corporation, is an integrated telecommunications service company providing local
telephone, long distance telephone, enhanced calling features and cable
television services to residents of multi-family apartment and condominium
complexes. The services are provided to the tenants in accordance with long-term
operating agreements between the Company and the property owners under which the
property owners share in the telecommunication revenues generated from their
properties. The agreements provide the tenants with the option to use either
FirstLink or the local telephone company and long distance carriers for
telephone services. Tenants desiring to subscribe to cable television must
utilize FirstLink.

From time to time, the Company will evaluate the market demand, as well as
the economic and technical feasibility, of offering new products and services to
the residents of the Company's properties. Such products and services may
include, but are not limited to, internet access, wireless telephone and paging.
The Company expects to introduce internet access to certain properties during
the first quarter of 1998.

Historically, the Company has operated in and around the Portland, Oregon
metropolitan area. As of December 31, 1997, the Company had contracts for
additional properties in Vancouver, Washington; Seattle, Washington; Denver,
Colorado; Phoenix, Arizona; and Oklahoma, City, Oklahoma.

The Company was incorporated on December 26, 1995 and on January 1, 1996
acquired substantially all of the assets and liabilities of FirstLink Tenant
Services L.L.C. (FTS) with a net book basis of $82,790 in exchange for 133,333
shares of the Company's common stock. The acquisition of these net assets was
accounted for using the purchase method of accounting. As the Company and FTS
were entities under common control, the assets and liabilities of FTS were
recorded by the Company using the carryover basis in such assets and
liabilities.

The Company has generated operating cash losses from its inception.
Additionally, the Company requires, and will continue to require, cash to fund
the net losses and capital requirements associated with the Company's rapid
growth. It is management's expectation that the Company will enter at least five
new markets during 1998 and additional others beyond the coming year. The cash
required to fund such activities will be substantial and beyond what the Company
holds in cash and cash equivalents at December 31, 1997. The Company is
currently pursuing various financing alternatives including, but not limited to,
both public and private equity and debt financings. There can be no assurance
that management will be successful in obtaining such financing.

In December 1997, the Company signed a letter of intent with an underwriter
to offer shares of the Company's common stock for sale through an initial public
offering.

The financial statements and related notes as of March 31, 1998 and for the
three months ended March 31, 1998 and 1997 are unaudited but, in the opinion of
management, include all adjustments, consisting only of normal recurring
adjustments, which are necessary for a fair presentation of the financial
condition, results of operations and cash flows of the Company. The operating
results for the three months ended March 31, 1998 are not necessarily indicative
of the results that may be expected for the year ended December 31, 1998.

F-8
<PAGE>
FIRSTLINK COMMUNICATIONS, INC.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

DECEMBER 31, 1997 AND 1996 AND MARCH 31, 1998

(INFORMATION AS OF MARCH 31, 1998 AND FOR
THE THREE MONTHS ENDED MARCH 31, 1998 AND 1997 IS UNAUDITED)

(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

(a) CASH AND CASH EQUIVALENTS

The Company considers all highly liquid instruments readily convertible to
known amounts of cash to be cash equivalents.

(b) PROPERTY AND EQUIPMENT

Property and equipment is stated at cost, including installation cost. The
Company provides for depreciation using the straight-line method over estimated
useful lives of three to ten years. Property and equipment held under capital
leases are amortized straight-line over the shorter of the lease term or
estimated useful life of the asset. Repairs and maintenance are expensed as
incurred.

Revenue is recognized when services are provided.

(d) USE OF ESTIMATES

The preparation of the financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the amounts reported in the financial statements and
accompanying notes. Actual results could differ from those estimates.

(e) COMMON STOCK AND LOSS PER SHARE

The Company has adopted Statement of Financial Accounting Standards (SFAS)
No. 128, EARNINGS PER SHARE. SFAS 128 replaced the presentation of primary and
fully diluted earnings (loss) per share (EPS) with a presentation of basic and
diluted EPS. Under SFAS 128, basic EPS excludes dilution for common stock
equivalents and is computed by dividing income or loss available to common
stockholders by the weighted average number of common shares outstanding during
the period. Diluted EPS reflects the potential dilution that could occur if
securities or other contracts to issue common stock were exercised or converted
into common stock resulted in the issuance of common stock.

The loss per common share in the accompanying financial statements has been
computed using the weighted average number of shares of common stock outstanding
during each period giving consideration to the effects of the Securities and
Exchange Commission Staff Accounting Bulletin No. 98 (SAB 98). Pursuant to SAB
98, issuances of common stock, options, warrants or other potentially dilutive
securities for nominal consideration (Nominal Issuances) are to be included in
the calculation of EPS for all periods presented in the manner of a stock split
for which retroactive restatement is required. Management believes that there
have been no Nominal Issuances since the inception of FirstLink.

In accordance with SFAS No. 128, the calculation of basic and diluted EPS
does not assume the conversion, exercise or contingent issuance of securities
that would have an anti-dilutive effect on earnings per share. As a result,
basic and diluted loss per share are the same for the years ended December 31,
1997 and 1996 and for the three months ended March 31, 1998 and 1997.
Additionally, common share amounts have been adjusted to reflect the stock split
of 1 for 1.5 which will occur immediately prior to the effectiveness of the
Registration Statement.

F-9
<PAGE>
FIRSTLINK COMMUNICATIONS, INC.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

DECEMBER 31, 1997 AND 1996 AND MARCH 31, 1998

(INFORMATION AS OF MARCH 31, 1998 AND FOR
THE THREE MONTHS ENDED MARCH 31, 1998 AND 1997 IS UNAUDITED)

(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
(f) STOCK-BASED COMPENSATION

The Company accounts for its stock-based employee compensation plan using
the intrinsic value based method prescribed by Accounting Principles Board
Opinion No. 25, ACCOUNTING FOR STOCK ISSUED TO EMPLOYEES, and related
Interpretation (APB No. 25). The Company has provided pro forma disclosures as
if the fair value based method of accounting for these plans, as prescribed by
SFAS No. 123, ACCOUNTING FOR STOCK-BASED COMPENSATION, had been applied.

(g) IMPAIRMENT OF LONG-LIVED ASSETS

Effective January 1, 1996, the Company adopted SFAS No. 121, ACCOUNTING FOR
IMPAIRMENT OF LONG-LIVED ASSETS AND FOR LONG-LIVED ASSETS TO BE DISPOSED OF
(SFAS No. 121), which requires that the long-lived assets and certain
identifiable intangibles, held and used by an entity be reviewed for impairment
whenever events or changes in circumstances indicate that the carrying value of
an asset may not be recoverable. An impairment loss is recognized when estimated
undiscounted future cash flows expected to be generated by the asset is less
than its carrying value. Measurement of the impairment loss is based on the fair
value of the asset, which is generally determined using valuation techniques
such as the discounted present value of expected future cash flows. The adoption
of SFAS No. 121 had no effect on the financial statements of the Company.

(h) INCOME TAXES

The Company accounts for income taxes under the provisions of SFAS No. 109,
ACCOUNTING FOR INCOME TAXES (SFAS No. 109). Under the asset and liability method
of SFAS No. 109, deferred tax assets and liabilities are recognized for the
future tax consequences attributable to differences between the financial
statement carrying amounts of existing assets and liabilities and their
respective tax bases. Deferred tax assets and liabilities are measured using
enacted tax rates expected to apply to taxable income in the years in which
those temporary differences are expected to be recovered or settled. Under SFAS
No. 109, the effect on deferred tax assets and liabilities of a change in tax
rate is recognized in income in the period that includes the enactment date.

(i) NEW ACCOUNTING PRONOUNCEMENTS

SFAS 130, REPORTING COMPREHENSIVE INCOME, was issued in June 1997. It
establishes standards for reporting and display of comprehensive income and its
components in a full set of general-purpose financial statements. SFAS 131,
DISCLOSURES ABOUT SEGMENTS OF AN ENTERPRISE AND RELATED INFORMATION, was issued
in June 1997. It establishes standards for the way that public business
enterprises report information about operating segments in annual financial
statements and requires that those enterprises report selected information about
operating segments in interim financial reports issued to shareholders. It also
establishes standards for related disclosures about products and services,
geographic areas and major customers. The adoption of these standards had no
effect on the financial statements of the Company.

F-10
<PAGE>
FIRSTLINK COMMUNICATIONS, INC.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

DECEMBER 31, 1997 AND 1996 AND MARCH 31, 1998

(INFORMATION AS OF MARCH 31, 1998 AND FOR
THE THREE MONTHS ENDED MARCH 31, 1998 AND 1997 IS UNAUDITED)

(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
(j) Supplemental Cash Flow Information of Non-cash Investing and Financing
Activities

<TABLE>
<CAPTION>
YEAR ENDED THREE MONTHS ENDED
DECEMBER 31, MARCH 31,
---------------------- ----------------------
1997 1996 1998 1997
---------- ---------- --------- -----
<S> <C> <C> <C> <C>
Assets acquired under capital leases................ $ 73,694 169,563 -- --
Net working capital deficit acquired from FirstLink
Tenant Services L.L.C............................. -- (210,553) -- --
Property and equipment acquired from FirstLink
Tenant Services L.L.C............................. -- 288,876 -- --
Conversion of Promissory Notes to equity............ 245,000 -- 199,552 --
Other............................................... 15,024 6,996 3,875 594
</TABLE>

(3) PROPERTY AND EQUIPMENT

Property and equipment, including assets owned under capital leases of
$243,257 at both December 31, 1997 and March 31, 1998 is comprised of the
following:

<TABLE>
<CAPTION>
DECEMBER 31, MARCH 31,
1997 1998
------------ ----------
<S> <C> <C>
Switches, installation and wiring................................... $ 601,446 621,363
Computers and office equipment...................................... 41,117 41,117
Leasehold improvements.............................................. 8,324 8,324
------------ ----------
650,887 670,804
Less accumulated depreciation, including $30,973 and $36,562 at
December 31, 1997 and March 31, 1998, respectively, applicable to
assets under capital leases....................................... (107,834) (128,622)
------------ ----------
Net property and equipment.................................. $ 543,053 542,182
------------ ----------
------------ ----------
</TABLE>

(4) INCOME TAXES

F-11
<PAGE>
FIRSTLINK COMMUNICATIONS, INC.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

DECEMBER 31, 1997 AND 1996 AND MARCH 31, 1998

(INFORMATION AS OF MARCH 31, 1998 AND FOR
THE THREE MONTHS ENDED MARCH 31, 1998 AND 1997 IS UNAUDITED)

(4) INCOME TAXES (CONTINUED)
The Company's deferred tax assets are comprised of the following components
as of December 31, 1997 and March 31, 1998:

<TABLE>
<CAPTION>
MONTHS
YEAR ENDED ENDED
DECEMBER 31, MARCH 31,
1997 1998
------------ ----------
<S> <C> <C>
Net operating loss carryforwards.................................... $ 373,480 485,250
Less valuation allowance............................................ (373,480) (485,250)
------------ ----------
Net deferred tax assets..................................... $ -- --
------------ ----------
------------ ----------
</TABLE>

The valuation allowance for deferred tax assets as of January 1, 1998, 1997
and 1996 was $373,480, $152,242 and $-0-, respectively. The net change in the
total valuation allowance for the three months ended March 31, 1998 and the
years ended December 31, 1997 and 1996 was an increase of $111,770, $221,238 and
$152,242, respectively. The Company has established a valuation allowance due to
the uncertainty that the full amount of the operating loss carryforwards will be
utilized. Although management expects future results of operations to be
profitable, it emphasized past performance rather than growth projections when
determining the valuation allowance. Any subsequent adjustments to the valuation
allowance, if deemed appropriate due to changed circumstances, will be
recognized as a separate component of the provision for income taxes.

The Company has net operating loss carryforwards which are available to
offset future financial reporting and taxable income. Net operating loss
carryforwards for tax purposes totaled approximately $965,000 and $1,244,000 at
December 31, 1997 and March 31, 1998, respectively, and expire in 2011 through
2012.

F-12
<PAGE>
FIRSTLINK COMMUNICATIONS, INC.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

DECEMBER 31, 1997 AND 1996 AND MARCH 31, 1998

(INFORMATION AS OF MARCH 31, 1998 AND FOR
THE THREE MONTHS ENDED MARCH 31, 1998 AND 1997 IS UNAUDITED)

(5) DEBT

PROMISSORY NOTES

During 1997 and 1996, the Company issued unsecured promissory notes (the
Promissory Notes) aggregating $250,000. The Promissory Notes bore interest at 8%
per annum with both principal and interest payable on or before March 31, 1997.
As an additional inducement, the holders of the Promissory Notes received 440
shares of the Company's common stock for each $1,000 of principal. The value
assigned to such shares was $17,424 and $18,876 in 1997 and 1996, respectively.
The Promissory Notes were originally recorded at $213,700, which represents the
$250,000 in proceeds less a discount of $36,300 assigned to the common stock.
The fair value of the common stock was based on other recent equity transactions
with third parties. The discount was accreted to the debt over the life of the
Promissory Notes as a financing cost. The accretion of the value assigned to the
common stock is included in interest expense in the accompanying financial
statements. In 1997, $245,000 of the Promissory Notes, plus accrued interest,
were converted into 221,659 shares of the Company's common stock. The remaining
$5,000 and accrued interest was paid in full during 1997.

CONVERTIBLE NOTES

During 1997, the Company issued unsecured convertible notes (the Notes) with
a face value of $420,000 and 560,000 shares of common stock pursuant to a
private placement memorandum (the Private Placement). Total proceeds from the
Private Placement was $840,000. The Notes bear interest at 6% per annum, payable
semiannually commencing June 30, 1998, mature three years from the date of
issuance and are convertible into shares of the Company's common stock at $3.00
per share. The Notes were originally recorded at $210,000, which represents the
face value of $420,000 less a discount of $210,000 which was assigned to the
common stock and offering costs of $37,923 which are included in other assets in
the accompanying financial statements. The 560,000 shares of common stock were
recorded at the estimated fair market value of such shares which was $630,000
less stock offering costs of $37,301, resulting in net proceeds of $592,699. The
fair market value of the common stock was based on other recent equity
transactions with third parties. The discount is being accreted to the debt
using the interest method over three years. The accretion value assigned to the
common stock is included in interest expense in the accompanying financial
statements.

CONVERTIBLE NOTE CONVERSION

During the three months ended March 31, 1998, the Company asked the holders
of the Notes to convert the Notes into shares of common stock. As an inducement
to convert, the Company reduced the conversion price to $2.25 per share from the
$3.00 conversion price stated on the Notes for those holders converting on or
before March 9, 1998. The induced conversion resulted in a $105,000 charge to
operations, classified as other expense, during the quarter ended March 31,
1998. As of March 9, 1998, all of the Notes had been converted into 186,667
shares of common stock.

F-13
<PAGE>
FIRSTLINK COMMUNICATIONS, INC.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

DECEMBER 31, 1997 AND 1996 AND MARCH 31, 1998

(INFORMATION AS OF MARCH 31, 1998 AND FOR
THE THREE MONTHS ENDED MARCH 31, 1998 AND 1997 IS UNAUDITED)

(6) STOCKHOLDERS' EQUITY

PRIVATE PLACEMENT

During 1997, the Company issued 290,000 units, with each unit consisting of
two shares of common stock and one common stock purchase warrant pursuant to a
private placement memorandum. The Company sold 126,667 units (the Units)
resulting in 168,888 shares for $190,000 with the remaining 163,333 units being
issued to the holders of the Promissory Notes in exchange for converting
$245,000 of the Promissory Notes plus accrued interest into 221,659 shares of
common stock (see note 5 above). Stock offering cost associated with the sale of
the Units was $61,250.

During February and March 1998, the Company sold 283,333 units with each
unit consisting of one share of common stock and one common stock purchase
warrant pursuant to a private placement memorandum. The net proceeds from the
offering were $390,391.

STOCK OPTION PLANS

In July 1996, the Company established the FirstLink Communications, Inc.
Incentive Stock Option Plan (the Incentive Plan) and the FirstLink
Communications, Inc. Non-Qualified Stock Option Plan (the Non-Qualified Plan).
No shares were issued under the Incentive and Non-Qualified Plans. In February
1997, the Company's Board of Directors adopted the 1997 Restated Combined
Incentive Stock and Non-Qualified Stock Option Plan (the 1997 Plan) to supersede
and replace the Incentive and Non-Qualified Plans. Options issued under the 1997
Plan shall not be priced at less than fair market value and expire no later than
ten years from the date of grant. The vesting periods are at the discretion of
the Company's Board of Directors. The 1997 Plan is subject to ratification by
the majority vote of the holders of the Company's common stock within one year
from the effective date of adoption for any incentive options granted under the
1997 Plan. Until ratified, all shares issued under the 1997 Plan will be
non-qualified as the Board of Directors has the authority to issue nonqualified
options. The Company has made available 533,333 shares for grant under the 1997
Plan. During 1997, the Company issued options to purchase 416,667 shares of
common stock with vesting terms of 25% immediately and 25% on each anniversary
date over a three-year period.

The following table provides additional information concerning options
granted under the 1997 Plan:

<TABLE>
<CAPTION>
NUMBER OF WEIGHTED AVERAGE WEIGHTED AVERAGE
SHARES EXERCISE PRICE REMAINING TERM
----------- ----------------- ----------------
<S> <C> <C> <C>
Outstanding, January 1, 1997.................. -- $ --
Granted....................................... 416,667 1.13 9.2 years
Exercised..................................... -- --
Forfeited..................................... -- --
----------- -----
Outstanding, December 31, 1997................ 416,667 1.13
Granted....................................... 6,666 1.13 9.84 years
Exercised..................................... -- --
Forfeited..................................... --
----------- -----
Outstanding, March 31, 1998................... 423,333 $ 1.13
----------- -----
----------- -----
</TABLE>

F-14
<PAGE>
FIRSTLINK COMMUNICATIONS, INC.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

DECEMBER 31, 1997 AND 1996 AND MARCH 31, 1998

(INFORMATION AS OF MARCH 31, 1998 AND FOR
THE THREE MONTHS ENDED MARCH 31, 1998 AND 1997 IS UNAUDITED)

(6) STOCKHOLDERS' EQUITY (CONTINUED)
A total of 104,167 and 188,333 options were exercisable at December 31, 1997
and March 31, 1998 at a weighted average exercise price of $1.13.

The Company has elected to account for its stock-based compensation plans
under APB 25; however, the Company has computed, for pro forma disclosure
purposes, the value of all options granted during 1997 using the Black-Scholes
option pricing model as prescribed by SFAS 123 using the following assumptions
used for grants in 1997:

<TABLE>
<CAPTION>
<S> <C>
Risk-free interest.......................................................... 6.25%
Expected dividend yield..................................................... None
Expected lives.............................................................. 5 years
Expected volatility......................................................... Not applicable
</TABLE>

The total value of options granted during 1997 was computed as approximately
$124,000 which would be amortized on a pro forma basis over the three-year
vesting period of the options. The fair market value of the option grants during
1997 was $1.13 per share.

Had the Company determined compensation cost based on the fair value at the
grant date for its stock options under SFAS No. 123, the Company's net loss and
loss per share would have been:

<TABLE>
<CAPTION>
DECEMBER 31, 1997
-----------------------
AS REPORTED PRO FORMA
----------- ----------
<S> <C> <C>
Net loss............................................................. $ (578,276) (609,276)
----------- ----------
----------- ----------
Basic and diluted loss per common share.............................. $ (.50) (.52)
----------- ----------
----------- ----------
</TABLE>

WARRANTS

The Company has issued various stock purchase warrants in connection with
its financing activities to investors and placement agents. The following table
provides additional information related to stock purchase warrants:

<TABLE>
<CAPTION>
RANGE OF RANGE OF
EXERCISE EXPIRATION
NUMBER OF SHARES PRICES OF DATES OF
UNDERLYING WARRANTS WARRANTS
WARRANTS ISSUED ISSUED ISSUED
DURING YEAR DURING YEAR DURING YEAR
---------------- -------------- --------------
<S> <C> <C> <C>
Outstanding at December 31, 1997.......... 357,000 $ .75-$3.00 12/00-11/02
Outstanding at March 31, 1998............. 451,444 $ .75-$5.25 12/00-11/02
</TABLE>

(7) RELATED PARTY TRANSACTIONS

During 1997 and 1996 and a portion of 1998, the Company had a management
agreement with an officer and director of the Company whereby from time to time
a management fee was paid for his services. Amounts paid under this arrangement
totaled $96,000 in both 1997 and 1996 and $30,000 during

F-15
<PAGE>
FIRSTLINK COMMUNICATIONS, INC.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

DECEMBER 31, 1997 AND 1996 AND MARCH 31, 1998

(INFORMATION AS OF MARCH 31, 1998 AND FOR
THE THREE MONTHS ENDED MARCH 31, 1998 AND 1997 IS UNAUDITED)

(7) RELATED PARTY TRANSACTIONS (CONTINUED)
the three months ended March 31, 1998. This officer and director became an
employee of the Company on April 1, 1998.

(8) COMMITMENTS AND CONTINGENCIES

OPERATING LEASE COMMITMENT

The Company leases office space under a non-cancelable operating lease
expiring on October 31, 2001. Operating lease payments for the years ended
December 31, 1997 and 1996 and the three months ended March 31, 1998 totaled
$29,160, $10,728 and $7,290, respectively. At December 31, 1997, future minimum
lease payments under non-cancelable operating leases are as follows:

The Company leases certain switching equipment under capital leases. The
following table is a schedule, by year, of future minimum payments under capital
leases, together with the present value of the net minimum payments as of
December 31, 1997:

<TABLE>
<CAPTION>
<S> <C>
1998.............................................................................. $ 74,693
1999.............................................................................. 74,693
2000.............................................................................. 73,017
2001.............................................................................. 57,892
2002.............................................................................. 8,499
----------
Total minimum lease payments................................................ 288,794
Less amount representing interest................................................. (81,547)
----------
Total obligations under capital leases...................................... $ 207,247
----------
----------
</TABLE>

In connection with entering into certain of the capital lease agreements,
certain stockholders, including directors of the Company (the Guarantors),
entered into personal guaranty arrangements with the lessor on behalf of the
Company. The Company, in turn, agreed to issue common stock to each of the
Guarantors upon execution of and throughout the duration of the leases. 16,961,
21,200 and 1,800 shares of common stock were issued to the Guarantors during
1997 and 1996 and the three months ended March 31, 1998, respectively.

The common stock was assigned values of $17,163, $6,996 and $3,375 for the
shares issued during 1997 and 1996 and the three months ended March 31, 1998,
respectively, based on recent equity transactions with third parties. The value
assigned to the common stock is being amortized using the

F-16
<PAGE>
FIRSTLINK COMMUNICATIONS, INC.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

DECEMBER 31, 1997 AND 1996 AND MARCH 31, 1998

(INFORMATION AS OF MARCH 31, 1998 AND FOR
THE THREE MONTHS ENDED MARCH 31, 1998 AND 1997 IS UNAUDITED)

(8) COMMITMENTS AND CONTINGENCIES (CONTINUED)
interest method over the lives of the leases. The accretion value is included in
interest expense in the accompanying financial statements.

COMMITMENT WITH CABLE PROVIDERS

The Company has agreements with TCI Cablevision of Oregon, Inc. (TCI) and
Paragon Cable (Paragon) to purchase bulk cable signals at the Company's
properties. The agreements provide for the Company to pay fixed monthly amounts
regardless of the number of customers the Company has at the properties. As of
December 31, 1997 and March 31, 1998, the Company's monthly commitment was
$27,224 per month. The TCI agreements provide for annual rate increases not to
exceed 5%. The agreements all have terms of five years and expire during May
2001 through April 2002.

(9) LITIGATION

In April 1997, LDDS World Comm (LDDS) filed a lawsuit against the Company
seeking payment of $190,000 plus attorney fees for goods and services provided
to the Company. The Company contends it was overcharged by LDDS pursuant to the
terms of its agreement and the actual amount owed is approximately $126,000
which is recorded on the accompanying balance sheet. The Company has provided
LDDS with supporting documentation for the actual amount owed and has offered a
settlement proposal. On April 8, 1998, the LDDS claim was settled for $102,000
payable in two installments of $50,000 and $52,000 on April 10, 1998 and June
15, 1998, respectively.

From time to time, the Company is involved in various litigation in the
normal course of business. Management believes that the outcomes will not have a
material impact to the Company's financial statements.

F-17
<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

NO DEALER, SALESMAN OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS
PROSPECTUS IN CONNECTION WITH THE OFFER MADE BY THIS PROSPECTUS AND, IF GIVEN OR
MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED BY THE COMPANY. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL
OR THE SOLICITATION OF ANY OFFER TO BUY ANY SECURITY OTHER THAN THE SHARES OF
THE COMMON STOCK AND WARRANTS OFFERED BY THIS PROSPECTUS, NOR DOES IT CONSTITUTE
AN OFFER TO SELL OR A SOLICITATION OF ANY OFFER TO BUY THE SHARES OF COMMON
STOCK OR WARRANTS BY ANYONE IN ANY JURISDICTION IN WHICH SUCH OFFER OR
SOLICITATION IS NOT AUTHORIZED, OR IN WHICH THE PERSON MAKING SUCH OFFER OR
SOLICITATION IS NOT QUALIFIED TO DO SO, OR TO ANY PERSON TO WHOM IT IS UNLAWFUL
TO MAKE SUCH OFFER OR SOLICITATION. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR
ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION
THAT INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO THE
DATE HEREOF.

------------------------

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Prospectus Summary........................................................ 4
Risk Factors.............................................................. 8
Dilution.................................................................. 16
Capitalization............................................................ 17
Use of Proceeds........................................................... 18
Dividend Policy........................................................... 18
Selected Financial Data................................................... 19
Management's Discussion and Analysis of Financial Condition and Results of
Operations.............................................................. 20
Business.................................................................. 23
Management................................................................ 30
Principal Stockholders.................................................... 35
Certain Transactions...................................................... 36
Description of Securities................................................. 38
Underwriting.............................................................. 41
Legal Matters............................................................. 44
Experts................................................................... 44
Additional Information.................................................... 44
Index to Financial Statements............................................. F-2
</TABLE>

UNTIL (25 DAYS AFTER THE DATE OF THIS PROSPECTUS), ALL DEALERS
EFFECTING TRANSACTIONS IN THE REGISTERED SECURITIES, WHETHER OR NOT
PARTICIPATING IN THIS DISTRIBUTION, MAY BE REQUIRED TO DELIVER A PROSPECTUS.
THIS IS IN ADDITION TO THE OBLIGATION OF DEALERS TO DELIVER A PROSPECTUS WHEN
ACTING AS UNDERWRITERS AND WITH RESPECT TO THEIR UNSOLD ALLOTMENTS OR
SUBSCRIPTIONS.

1,400,000 SHARES OF COMMON STOCK
1,400,000 COMMON STOCK
PURCHASE WARRANTS

FIRSTLINK
COMMUNICATIONS, INC.

---------------------

PROSPECTUS

---------------------

KASHNER DAVIDSON SECURITIES
CORPORATION

JOSEPH CHARLES &
ASSOCIATES, INC.

JOSEPH DILLON &
COMPANY, INC.

, 1998

ITEM 24. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

The only statute, charter provision, bylaw, contract, or other arrangement
under which any controlling person, director or officers of the Registrant is
insured or indemnified in any manner against any liability which he may incur in
his capacity as such, is as follows:

The Company's Articles of Incorporation permit and its Bylaws require the
Company to indemnify officers and directors to the fullest extent permitted by
the Oregon Business Corporation Law (OBCA). The Company has also entered into
agreements to indemnify its directors and executive officers to provide the
maximum indemnification permitted by Oregon law. These agreements, among other
provisions, provide indemnification for certain expenses (including attorney
fees), judgments, fines and settlement amounts incurred in any action or
proceeding, including any action by or in the right of the Company.

Article VI of the Company's Bylaws permits the Company to indemnify its
directors, officers, employees and agent to the maximum extent permitted by the
OBCA. Section 317 of the OBCA provides that a corporation has the power to
indemnify and hold harmless a director, officer, employer, or agent of the
corporation who is or is made a party or is threatened to be made a party to any
threatened action, suit or proceeding, whether civil, criminal, administrative
or investigative, against all expense, liability and loss actually and
reasonably incurred by such person in connection with such a proceeding if he or
she acted in good faith and in a manner he or she reasonably believed to be in
the best interest of the corporation, and, with respect to any criminal
proceeding, had no reasonable cause to believe that the conduct was unlawful. If
it is determined that the conduct of such person meets these standards, such
person may be indemnified for expenses incurred and amounts paid in such
proceeding if actually and reasonably incurred in connection therewith.

If such a proceeding is brought by or on behalf of the corporation (i.e., a
derivative suit), such person may be indemnified against expenses actually and
reasonably incurred if such person acted in good faith and in a manner
reasonably believed to be in the best interest of the corporation and its
shareholders. There can be no indemnification with respect to any matter as to
which such person is adjudged to be liable to the corporation unless and only to
the extent that the court in which such action or suit was brought shall
determine upon application that, despite such adjudication but in view of all of
the circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses as the court shall deem proper.

Where any such person is successful in any such proceeding, such person is
entitled to be indemnified against expenses actually and reasonably incurred by
him or her. In all other cases (unless order by a court), indemnification is
made by the corporation upon determination by it that indemnification of such
person is proper in the circumstances because such person has met the applicable
standard of conduct.

A corporation may advance expenses incurred in defending any such proceeding
upon receipt of an undertaking to repay any amount so advanced if it is
ultimately determined that the person is not eligible for indemnification.

The indemnification rights provided in Section 317 of the OBCA are not
exclusive of additional rights to indemnification for breach of duty to the
corporation and its shareholders to the extent additional rights are authorized
in the corporation's articles of incorporation and are not exclusive of any
other rights to indemnification under any bylaw, agreement, vote of shareholders
or disinterested directors or otherwise, with as to action in his or her office
and as to action in another capacity while holding such office.

II-1
<PAGE>
ITEM 25. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

The estimated expenses of the offering are to be borne by the Company, are
as follows:

<TABLE>
<S> <C>
SEC Filing Fee.................................................... $ 5,900
NASD Filing Fee................................................... 2,300
Nasdaq Listing Fee................................................ 10,000
Boston Stock Exchange Listing Fee................................. 10,000
Printing Expenses*................................................ 40,000
Accounting Fees and Expenses*..................................... 25,000
Legal Fees and Expenses*.......................................... 45,000
Blue Sky Fees and Expenses*....................................... 15,000
Registrar, Transfer Agent, and Warrant Agent Fee*................. 5,000
Miscellaneous*.................................................... 1,800
---------
Total........................................................... $ 160,000
</TABLE>

- ------------------------

* Estimated

ITEM 26. RECENT SALES OF UNREGISTERED SECURITIES.

The following discussion gives retroactive effect to the 1-for-1.5 stock
split of the Company's Common Stock which will be effected on the effective date
of this Registration Statement. With the exception of the securities described
in paragraph h. below, all of the shares are subject to the terms of a one-year
lock-up agreement with the representative of the Underwriter in the offering
register by this Registration Statement. The Registrant has sold and issued the
following securities during the past three years.

a. On January 1, 1996, the Company acquired all of the operating assets of
FirstLink Tenant Services, LLC, pursuant to an asset purchase agreement, in
exchange for 133,333 shares of Common Stock. The assets acquired were valued at
$82,790 which was the carry-over basis in such assets and liabilities. The
shares were issued to two individuals who owned the equity of FirstLink Tenant
Services, LLC. The sale of the shares was made pursuant to Section 4(2) of the
Securities Act; both investors were sophisticated and had access to all
pertinent information about the Company.

b. In January 1996, the Company issued 200,000 shares of Common Stock to
eight persons, including management and employers of the Company and persons
associated with Bathgate McColley Capital Group, LLC (BMCG). Those investors
paid a total of $9,000 for the shares, or $.05 per share. The sale of the shares
was made pursuant to Section 4(2) of the Securities Act; each investor was
sophisticated and had access to all pertinent information about the Company.

c. In February-April 1996, the company issued 354,667 shares to 20
investors in a private placement pursuant to Section 4(2) of the Securities Act.
The shares were sold to the investors for $.33 per share, or an aggregate of
$117,040. Each investor was sophisticated and had access to all pertinent
information about the Company.

d. From September 1996 through April 1997 the Company borrowed $250,000
from eleven accredited investors pursuant to Section 4(2) of the Securities Act.
The Company issued 110,000 shares as additional consideration for the loans; and
3,879 in lieu of interest on the Notes. Each investor was sophisticated and had
access to all pertinent information about the Company. $245,000 of the Notes
were converted into units (Item 26e, below). 3,879 shares were issued in payment
of interest on those notes.

e. In April 1997, the Company issued 386,666 shares of Common Stock and
warrants to purchase 193,333 shares of Common Stock to 23 persons in a private
placement pursuant to Section 4(2) and Rule 506 of Regulation D of the
Securities Act. Bathgate McColley Capital Group, LLC, (BMCG) whose principals
(Steven M. Bathgate, Eugene C. McColley, and Vicki D. E. Barone) are
securityholders of the

II-2
<PAGE>
Company, acted as placement agent for the offering which was placed with
accredited investors. Each investor executed a subscription agreement and
investor questionnaire in connection with the offering. The offering was sold in
units, each unit consisting of two shares of Common Stock and one Common Stock
Purchase Warrant. The units were priced at $1.50 each for an aggregate price of
$435,000. $245,000 of the units were purchased for cancellation of Notes (Item
26d); the remainder were purchased for cash. The Company paid BMCG commissions
and a non-accountable expense allowance, totaling $61,250. BMCG also received,
for nominal consideration, warrants to purchase 87,000 shares of Common Stock,
exercisable at $1.13 per share until they expire on April 30, 2002.

f. In August through November 1997, the Company issued 560,000 shares of
Common Stock and $420,000 of Convertible Notes ("Notes") in a private placement
pursuant to Section 4(2) and Rule 506 of Regulation D. BMCG acted as placement
agent for this offering which was placed with accredited investors. Each
investor executed a subscription agreement and investor questionnaire in
connection with the Offering. The Offering was sold in 12 units, each unit
consisting of 46,667 shares of Common Stock and one $35,000 Convertible Note.
The units were priced at $70,000 per unit. The Company paid BMCG commissions and
a non-accountable expense allowance totaling $74,602 and issued BMCG warrants to
purchase 56,000 shares of Common Stock at $.75 per share; and warrants to
purchase 14,000 shares of Common Stock at $3.00 per share. Those warrants are
exercisable at any time and expire on November 30, 2002. The Notes were
converted into a total of 186,667 shares of Common Stock in February and March
1998, in reliance on Section 3(a)(9) of the Securities Act.

g. Throughout 1996 and 1997 the Company issued shares of Common Stock to
four individuals, including two individuals who are directors of the Company,
who guaranteed $125,000 of Company leases. The Company will continue to issue
shares to each individual at the rate of 200 shares per month for as long as
those leases are guaranteed by such individuals. The Company issued a total of
40,561 shares pursuant to these guarantees as of April 30, 1998. The issuances
were made pursuant to Section 4(2) of the Securities Act; each investor was a
sophisticated accredited investor.

h. In February and March 1998 the Company issued units consisting of
188,889 shares of Common Stock and 188,889 Common Stock Purchase Warrants
("Exchange Warrants") to individuals in a private placement pursuant to Section
4(2) and Rule 506 of Regulation D. The Exchange Warrants will convert into
Public Warrants upon the effectiveness of a Registration Statement registering
the Public Warrants and the stock underlying the Public Warrants. The Public
Warrants will be identical to the Warrants issued as part of the Units
registered in this Registration Statement. BMCG acted as placement agent in the
Offering, which was placed to accredited investors. Each investor executed a
subscription agreement and investor questionnaire in connection with the
Offering. The units were priced at $2.25 per unit. The Company paid BMCG
commissions of $38,000.

II-3
<PAGE>
ITEM 27. EXHIBITS.

a. The following Exhibits are filed as part of this Registration Statement
pursuant to Item 601 of Regulation S-B:

<TABLE>
<CAPTION>
EXHIBIT NO. TITLE
- ----------- ---------------------------------------------------------------------------------------------------
<C> <S>
1.1 Form of Underwriting Agreement. (1)
1.1.1 Form of Underwriting Agreement (Revised) (1)
1.2 Form of Representative's Share Option Agreement. (1)
1.2.1 Form of Representatives' Option Agreement (1)
1.3 Form of Representative's Warrant Option Agreement. (1)
3.1 Articles of Incorporation. (1)
3.2 Bylaws. (1)
4.1 Specimen Certificate for Common Stock. (1)
4.2 Warrant Agreement. (1)
4.2.1 Form of Warrant Agreement (Revised) (with Form of Warrant Certificate) (1)
4.3 Form of Lock Up Agreement with certain Securityholders. (1)
4.5 Registration Rights Agreement (1)
4.6 Form of Lock Up Agreement with certain Securityholders
5.1 Opinion of Neuman Drennen & Stone, LLC.
10.1 1996 Stock Option Plan. (1)
10.2 Office Lease (190 SW Harrison, Portland, OR) (1)
10.2.1 Office Lease (The Mikado Building) (1)
10.3 Telecommunications Services Agreement between Registrant and Oregon Portland Associates (Portland
Center Apartments) (1)(2)
10.3.1 Telecommunications Services Agreement between Registrant and Oregon Portland Associates (Portland
Center Apartments) (Revised) (2)
10.4 Telecommunications Services Agreement between Registrant and Riverplace II Joint Venture
(Riverplace Development) (1)(2)
10.4.1 Telecommunications Services Agreement between Registrant and Riverplace II Joint Venture
(Riverplace Development) (Revised) (2)
10.5 Telecommunications Services Agreement between Registrant and Elsie D. McIver U/A Trust Dated 1/4/72
(Vista St. Clair) (1)(2)
10.5.1 Telecommunications Services Agreement between Registrant and Elsie D. McIver U/A Trust Dated 1/4/72
(Vista St. Clair) (Revised) (2)
10.6 Telecommunications Services Agreement between Registrant and Lloyd Place Apartments Limited
Partnership (Lloyd Place) (1)(2)
10.6.1 Telecommunications Services Agreement between Registrant and Lloyd Place Apartments Limited
Partnership (Lloyd Place) (Revised) (2)
10.7 Telecommunications Services Agreement between Registrant and Harsch Investment Corp. (King Tower
Apartments) (1)(2)
10.7.1 Telecommunications Services Agreement between Registrant and Harsch Investment Corp. (King Tower
Apartments) (Revised) (2)
10.8 Telecommunications Services Agreement between Registrant and Harsch Investment Corp. (Park Plaza
Apartments) (1)(2)
</TABLE>

II-4
<PAGE>

<TABLE>
<CAPTION>
EXHIBIT NO. TITLE
- ----------- ---------------------------------------------------------------------------------------------------
<C> <S>
10.8.1 Telecommunications Services Agreement between Registrant and Harsch Investment Corp. (Park Plaza
Apartments) (Revised) (2)
10.9 Telecommunications Services Agreement between Registrant and Security Investments; LP (Ione Plaza
Apartments) (1)(2)
10.9.1 Telecommunications Services Agreement between Registrant and Security Investments; LP (Ione Plaza
Apartments) (2)
10.10 Telecommunications Services Agreement between Registrant and Housing Authority of Portland (Pearl
Court Apartments) (1)(2)
10.10.1 Telecommunications Services Agreement between Registrant and Housing Authority of Portland (Pearl
Court Apartments) (Revised) (2)
10.11 Telecommunications Services Agreement between Registrant and Harsch Investment Corp. (The Clay
Towers Apartments) (1)(2)
10.11.1 Telecommunications Services Agreement between Registrant and Harsch Investment Corp. (The Clay
Towers Apartments) (Revised) (2)
10.12 Telecommunications Services Agreement between Registrant and Crossing Development Corporation
(Legends) (1)(2)
10.12.1 Telecommunications Services Agreement between Registrant and Crossing Development Corporation
(Legends) (Revised) (2)
10.13 Telecommunications Services Agreement between Registrant and Parkside Place (Parkside Plaza) (1)(2)
10.13.1 Telecommunications Services Agreement between Registrant and Parkside Place (Parkside Plaza) (1)
10.14 Telecommunications Services Agreement between Registrant and Housing Authority of the City of
Vancouver, Washington (Cougar Creek Apartments) (1)(2)
10.14.1 Telecommunications Services Agreement between Registrant and Housing Authority of the City of
Vancouver, Washington (Cougar Creek Apartments) (2)
10.15 Telecommunications Services Agreement between Registrant and Housing Authority of the City of
Vancouver, Washington (ParkLane Apartments) (1)(2)
10.15.1 Telecommunications Services Agreement between Registrant and Housing Authority of the City of
Vancouver, Washington (ParkLane Apartments) (2)
10.16 Telecommunications Services Agreement between Registrant and Housing Authority of the City of
Vancouver, Washington (Willow Creek Apartments) (1)(2)
10.16.1 Telecommunications Services Agreement between Registrant and Housing Authority of the City of
Vancouver, Washington (Willow Creek Apartments) (2)
10.17 Telecommunications Services Agreement between Registrant and Harsch Development Corp. (Sherman
Tower) (1)(2)
10.17.1 Telecommunications Services Agreement between Registrant and Harsch Development Corp. (Sherman
Tower) (2)
10.18 Telecommunications Services Agreement between Registrant and Harsch Development Corp. (The
Nettleton) (1)(2)
10.18.1 Telecommunications Services Agreement between Registrant and Harsch Development Corp. (The
Nettleton) (2)
10.19 Telecommunications Services Agreement between Registrant and Harsch Development Corp. (Regency
Tower Apartments) (1)(2)
10.19.1 Telecommunications Services Agreement between Registrant and Harsch Development Corp. (Regency
Tower Apartments) (2)
</TABLE>

II-5

<PAGE>

- ------------------------

(1) Previously filed.

(2) Certain information has been omitted pursuant to Rule 406 of the Securities
Act. Omitted information is designated by "-".

ITEM 28. UNDERTAKINGS.

The undersigned Registrant hereby undertakes:

1. To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:

(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set
forth in the registration statement; and

(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement
or any material change to such information in the registration
statement.

2. That, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

3. To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.

4. To provide, upon Closing of the Offering as specified in the
Underwriting Agreement, certificates in such denominations and registered in
such names as are required to permit prompt delivery to each purchaser.

5. Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding in connection with
the securities being registered), the registrant will, unless in the opinion of
its counsel the matter has been settled by controlling precedent,

II-6
<PAGE>
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.

6. For determining any liability under the Securities Act:

(i) To treat the information omitted from the form of prospectus filed
as part of this Registration Statement in reliance upon Rule 430A
and contained in a form of prospectus filed by the Registrant
pursuant to Rule 424(b)(1) or (4), or 497(h) under the Securities
Act as part of this Registration Statement as of the time it was
declared effective; and

(ii) To treat each post-effective amendment that contains a form of
prospectus as a new registration statement for the securities
offered in the registration statement, and the offering of such
securities at that time as the initial bona fide offering of those
securities.

II-7
<PAGE>
SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form SB-2 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized in Portland, State of Oregon on June 17, 1998.

<TABLE>
<S> <C> <C>
FIRSTLINK COMMUNICATIONS, INC.

By: /s/ A. ROGER PEASE
-----------------------------------------
A. Roger Pease,
PRESIDENT
</TABLE>

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints A. Roger Pease and Jeffrey S. Sperber, and each
of them, his true and lawful attorneys-in-fact and agents, with full power of
substitution and re-substitution, for him and in his name, place, and stead, in
any and all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as he or she might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or any of them, or their
or his substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.

Pursuant to the requirement of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.

SIGNATURE TITLE DATE
- ------------------------------ -------------------------- -------------------
/s/ A. ROGER PEASE
- ------------------------------ President, Chief Executive June 17, 1998
A. Roger Pease Officer and Director

/s/ JEFFREY S. SPERBER
- ------------------------------ Chief Financial Officer June 17, 1998
Jeffrey S. Sperber

/s/ ALLAN A. FULSHER*
- ------------------------------ Secretary June 17, 1998
Allan A. Fulsher

/s/ THOMAS E. MCCHESNEY*
- ------------------------------ Director June 17, 1998
Thomas E. McChesney

/s/ ROBERT F. OLSEN*
- ------------------------------ Director June 17, 1998
Robert F. Olsen

/s/ JAMES F. TWADDELL*
- ------------------------------ Director June 17, 1998
James F. Twaddell

*By /s/ A. ROGER PEASE
-------------------------
ATTORNEY-IN-FACT

II-8
<PAGE>
INDEX TO EXHIBITS

<TABLE>
<CAPTION>
EXHIBIT NO. TITLE PAGE
- ----------- ------------------------------------------------------------------------------------------ ---------
<C> <S> <C>
1.1 Form of Underwriting Agreement. (1)

1.1.1 Form of Underwriting Agreement (Revised) (1)

1.2 Form of Representative's Share Option Agreement. (1)

1.2.1 Form of Representatives' Option Agreement (1)

1.3 Form of Representative's Warrant Option Agreement. (1)

3.1 Articles of Incorporation. (1)

3.2 Bylaws. (1)

4.1 Specimen Certificate for Common Stock. (1)

4.2 Warrant Agreement. (1)

4.2.1 Form of Warrant Agreement (Revised) (with Form of Warrant Certificate) (1)

4.3 Form of Lock Up Agreement with certain Securityholders. (1)

4.5 Registration Rights Agreement (1)

4.6 Form of Lock Up Agreement with certain Securityholders (1)

5.1 Opinion of Neuman Drennen & Stone, LLC.

10.1 1996 Stock Option Plan. (1)

10.2 Office Lease (190 SW Harrison, Portland, OR) (1)

10.2.1 Office Lease (The Mikado Building) (1)

10.3 Telecommunications Services Agreement between Registrant and Oregon Portland Associates
(Portland Center Apartments) (1)(2)

10.3.1 Telecommunications Services Agreement between Registrant and Oregon Portland Associates
(Portland Center Apartments)(Revised) (2)

10.4 Telecommunications Services Agreement between Registrant and Riverplace II Joint Venture
(Riverplace Development) (1)(2)

10.4.1 Telecommunications Services Agreement between Registrant and Riverplace II Joint Venture
(Riverplace Development)(Revised) (2)

10.5 Telecommunications Services Agreement between Registrant and Elsie D. Melver U/A Trust
Dated 1/4/72 (Vista St. Clair) (1)(2)

10.5.1 Telecommunications Services Agreement between Registrant and Elsie D. Melver U/A Trust
Dated 1/4/72 (Vista St. Clair)(Revised) (2)

10.6 Telecommunications Services Agreement between Registrar and Lloyd Place Apartments Limited
Partnership (Lloyd Place) (1)(2)

10.6.1 Telecommunications Services Agreement between Registrar and Lloyd Place Apartments Limited
Partnership (Lloyd Place)(Revised) (2)

10.7 Telecommunications Services Agreement between Registrant and Harsch Investment Corp. (King
Tower Apartments) (1)(2)

10.7.1 Telecommunications Services Agreement between Registrant and Harsch Investment Corp. (King
Tower Apartments)(Revised) (2)

10.8 Telecommunications Services Agreement between Registrant and Harsch Investment Corp. (Park
Plaza Apartments) (1)(2)

10.8.1 Telecommunications Services Agreement between Registrant and Harsch Investment Corp. (Park
Plaza Apartments)(Revised) (2)

10.9 Telecommunications Services Agreement between Registrant and Security Investments; LP
(Ione Plaza Apartments) (1)(2)
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
EXHIBIT NO. TITLE PAGE
- ----------- ------------------------------------------------------------------------------------------ ---------
10.9.1 Telecommunications Services Agreement between Registrant and Security Investments; LP
(Ione Plaza Apartments)(Revised) (2)
<C> <S> <C>

10.10 Telecommunications Services Agreement between Registrant and Housing Authority of Portland
(Pearl Court Apartments) (1)(2)

10.10.1 Telecommunications Services Agreement between Registrant and Housing Authority of Portland
(Pearl Court Apartments)(Revised) (2)

10.11 Telecommunications Services Agreement between Registrant and Harsch Investment Corp. (The
Clay Towers Apartments) (1)(2)

10.11.1 Telecommunications Services Agreement between Registrant and Harsch Investment Corp. (The
Clay Towers Apartments)(Revised) (2)

10.12 Telecommunications Services Agreement between Registrant and Crossing Development
Corporation (Legends) (1)(2)

10.12.1 Telecommunications Services Agreement between Registrant and Crossing Development
Corporation (Legends)(Revised) (2)

10.13 Telecommunications Services Agreement between Registrant and Parkside Place (Parkside
Plaza) (1)(2)

10.13.1 Telecommunications Services Agreement between Registrant and Parkside Place (Parkside
Plaza)(Revised) (2)

10.14 Telecommunications Services Agreement between Registrant and Housing Authority of the City
of Vancouver, Washington (Cougar Creek Apartments) (1)(2)

10.14.1 Telecommunications Services Agreement between Registrant and Housing Authority of the City
of Vancouver, Washington (Cougar Creek Apartments)(Revised) (2)

10.15 Telecommunications Services Agreement between Registrant and Housing Authority of the City
of Vancouver, Washington (ParkLane Apartments) (1)(2)

10.15.1 Telecommunications Services Agreement between Registrant and Housing Authority of the City
of Vancouver, Washington (ParkLane Apartments)(Revised) (2)

10.16 Telecommunications Services Agreement between Registrant and Housing Authority of the City
of Vancouver, Washington (Willow Creek Apartments) (1)(2)

10.16.1 Telecommunications Services Agreement between Registrant and Housing Authority of the City
of Vancouver, Washington (Willow Creek Apartments)(Revised) (2)

10.17 Telecommunications Services Agreement between Registrant and Harsch Development Corp.
(Sherman Tower) (1)(2)

10.17.1 Telecommunications Services Agreement between Registrant and Harsch Development Corp.
(Sherman Tower)(Revised) (2)

10.18 Telecommunications Services Agreement between Registrant and Harsch Development Corp. (The
Nettleton) (1)(2)

10.18.1 Telecommunications Services Agreement between Registrant and Harsch Development Corp. (The
Nettleton)(Revised) (2)

10.19 Telecommunications Services Agreement between Registrant and Harsch Development Corp.
(Regency Tower Apartments) (1)(2)

10.19.1 Telecommunications Services Agreement between Registrant and Harsch Development Corp.
(Regency Tower Apartments)(Revised) (2)
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
EXHIBIT NO. TITLE PAGE
- ----------- ------------------------------------------------------------------------------------------ ---------
10.20 Telecommunications Services Agreement between Registrant and Harsch Development Corp.
(Syl-Mar Estates) (1)(2)
<C> <S> <C>

10.20.1 Telecommunications Services Agreement between Registrant and Harsch Development Corp.
(Syl-Mar Estates)(Revised) (2)

10.21 Letter of Intent with WEB Services, Inc. (1)

10.22 Registration Rights Agreement (1)

10.23 Cable Service Delivery Agreement with TCI Cablevision of Oregon, Inc.

23.1 Consent of Neuman Drennen & Stone, LLC. (included in Exhibit 5.1)

23.2 Consent of KPMG Peat Marwick LLP.

24 Power of Attorney (included on page II-6).
</TABLE>

- ------------------------

(1) Previously filed.

(2) Certain information has been omitted pursuant to Rule 406 of the Securities
Act. Omitted information is designated by "-".

<PAGE>

Exhibit No. 5.1 Opinion of Neuman Drennen & Stone, LLC.

<PAGE>

[NEUMAN DRENNEN & STONE, LLC LETTERHEAD]

June 16, 1998

FirstLink Communications, Inc.
190 SW Harrison
Portland, Oregon 97201

Ladies and Gentlemen:

We have acted as legal counsel for FirstLink Communications, Inc. (the
"Company") in connection with the Company's Registration Statement on Form SB-2
(the "Registration Statement") to be filed by the Company with the Securities
and Exchange Commission under the Securities Act of 1933, as amended, and the
Prospectus included as a part of the Registration Statement (the "Prospectus"),
relating to 1,000,000 shares (the "Shares") of Common Stock, no par value per
share (the "Common Stock") and 1,000,000 Common Stock Purchase Warrants (the
"Warrants") to be offered and sold by the Company in the manner set forth in the
Registration Statement and Prospectus.

In connection therewith, we have examined: (a) the Registration Statement and
the Prospectus included therein; (b) the Articles of Incorporation and Bylaws of
the Company; and (c) the relevant corporate proceedings of the Company. In
addition to such examination we have reviewed such other proceedings, documents,
and records and have ascertained or verified such additional facts as we deem
necessary or appropriate for purposes of this opinion.

Based upon the foregoing, we are of the opinion that:

1. The Company has been legally incorporated and is validly existing under the
laws of the State of Oregon.

2. The Shares and the Warrants, and shares of Common Stock into which Warrants
are exercisable, upon issuance and payment therefor, as contemplated by the
Registration Statement and Prospectus, will be validly issued, fully paid, and
nonassessable.

3. We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to our firm under the caption "Legal
Matters" in the Prospectus. In giving this consent, we do not admit that we
come within the category of persons whose consent is required under Section 7 of
the Securities Act of 1933, as amended, or the rules and regulations of the
Securities and Exchange Commission thereunder.

Very truly yours,

/s/ David H. Drennen

NEUMAN DRENNEN & STONE, LLC

<PAGE>

Exhibit No. 10.3.1 Telecommunications Services Agreement between Registrant and
Oregon Portland Associates (Portland Center Apartments)

Certain information in this exhibit has been omitted pursuant to Rule 406
of the Securities Act. Omitted information is designated by "*".

<PAGE>

PAYLINE, INC.

TELECOMMUNICATIONS SERVICES AGREEMENT

This agreement ("Agreement") is entered into as of April 4, 1994, by and between
Payline Systems, Inc., an Oregon corporation ("Payline"), and Oregon Portland
Associates, an Oregon general partnership ("Owner").

1. PROPERTY. Owner owns the multifamily residential complex commonly
known as Portland Center Apartments, located at 111, 222, 255, 180 SW
Harrison, Oregon, which consists of 525 living units and an office complex
(the "Property").

2. GRANT OF RIGHTS.

(a) Owner grants Payline the sole and exclusive right, except as
provided in the last sentence of clause (b) below, to install, own, operate,
replace and maintain the System on, off and through the Property and the sole
and exclusive right to provide Telecommunication Services to residents of the
Property. "System" shall mean all electronic devices, cable, wire, hardware,
software and other material used to transmit and receive two way voice and
data communications, telephone service ("Telephone Service"), multi-channel
TV, video on demand, audio on demand, voice mail, data services and other
means of two-way communication distribution, whether now existing or
hereafter developed (collectively "Telecommunication Services") as between
the Property and the local and/or long distance telephone networks or other
outside distributor of these and other services.

It is anticipated that Telephone Services will include local and long
distance calling, voice mail and calling features such as conference calling,
call waiting and call forwarding. Additional services will be added from time
to time, as available and as warranted by tenant demand. Such additional
Telecommunication Services may include: multi-channel television, video
conferencing, on-line computer services, electronic mail, wireless services
(such as cellular telephone) and other types of services. There can be no
assurance that any or all of the above additional services will be made
available. Their availability is dependent upon many variables and factors
beyond Payline's control. Such factors include, but are not limited to,
technical feasibility, economic, regulatory and market considerations.

(b) In consideration of the substantial investment made by Payline in
the System, Owner agrees that it will not grant access to the Property to any
person or entity, other than Payline, for the purpose of operating or
maintaining the System, or permit the installation, maintenance or operation
at the Property of any other equipment, wire, cable, or material by any
person or entity that similarly provides Telecommunication Services. So long
as it is a requirement of law that a local

<PAGE>

telephone company also serve the Property, this exclusivity provision shall
not deny such local telephone company the right to serve residents of the
Property.

3. SYSTEM EXPENSES. Other than as set forth herein, Payline shall
bear all expenses to install, operate, maintain and repair the System. Owner
shall, at Owner's expense and cost, provide electrical power to the System
and shall pay for any damage to the System caused by the negligence or
misconduct of Owner or Owner's agent(s) or employees For the purposes of
this Agreement, "System Site" shall mean an adequate and secure space to
house Payline's System equipment, which shall consist of a rent-free, locked
room meeting Payline's specifications. Owner hereby grants Payline and its
authorized personnel access to the Property for any reasonable purposes
related to this Agreement including the installation of cabling or microwave
equipment to interconnect buildings and to connect to other telecommunication
systems and grants specific rights to Payline to use both existing coaxial
and twisted pair cabling in the Property. Payline agrees to notify the
Facility Manager when either Payline or its authorized personnel are on-site.

4. TERM. The term of this Agreement shall be * years from the date
hereof. The original term will automatically be renewed or up to * additional
periods of * years each unless either party otherwise notifies it in
writing at least 180 days prior to the end of the original term or any
renewal term. The original * year term may be extended to a * year original
term by mutual agreement of the parties at anytime during the initial *
years under this Agreement.

5. INSTALLATION. Payline shall commence installation of the System as
soon as practicable upon completion of cabling or other work as required by
the local telephone company and in a manner that minimizes interruption of
existing communication services. In no event shall Payline interrupt service
provided by US West for those tenants choosing to remain connected to US West
Telecommunication Services to the Property shall commence no later than 180
days from commencement of installation. Payline shall give Owner at least ten
(10) days notice prior to the commencement of installation. Payline may
subcontract activities related to the installation of the System, but shall
be responsible for any and all acts and/or omissions by any subcontractor.

<PAGE>

7. SERVICE TO TENANTS. Payline shall provide Telephone Service and
other Telecommunication Services offered through the System to each resident
requesting them. Payline's obligation to provide or continue
Telecommunication Services shall be contingent on the resident paying service
charges and meeting other reasonable requirements as are established by
Payline from time to time. Residents electing to receive Telecommunication
Services offered by Payline shall do so through the execution and delivery to
Owner or Payline of a Tenant Services Agreement in the form provided, from
time to time, from Payline to Owner. Owner shall promptly provide such
executed documents to Payline. Residents requesting Telecommunication
Services shall be charged and billed individually for connection to the
System and for service at standard rates established solely by Payline from
time to time unless prohibited by applicable law or regulation. Payline
shall be solely responsible for invoicing, collections and bad debts related
to provision of Telecommunication Service to residents.

Both parties agree that neither the Owner nor the Owner's agent shall have
any liability regarding the number of residents electing to use
Telecommunications Services.

8. COMMISSIONS. Owner shall be entitled to Commissions as follows:

(a) During the initial six (6) months commencing upon the first date
Payline provides residential Telecommunications Services hereunder, Payline
shall pay Owner a commission on each living unit served by Payline pursuant
to this Agreement. The Commission shall be equal to * of all gross
revenues actually collected for services provided to each living unit served
by Payline hereunder.

(b) Following the initial six (6) month period set forth above,
Payline shall pay Owner a fixed dollar commission for each living unit served
by Payline hereunder. The fixed dollar commission per living unit shall be
based each quarter upon the applicable percentage of Baseline Revenues
determined in accordance with the Average Quarterly Penetration Rate for
Portland Center Apartments as follows:

Average Quarterly Percentage of Baseline
Penetration Revenue Payable as
Rate (%) Commission (%)
---------------------------- -----------------------------
* *

(d) For purposes of this Section 8, the "Average Quarterly Penetration
Rate" shall be calculated as the average percentage of the total living units
in Portland

<PAGE>

Center Apartments that have been served by Payline for at least thirty (30)
days during the ninety (90) day period immediately preceding the Calculation
Date and the "Baseline Revenue" is calculated as the total actually collected
gross revenues during the initial six (6) months of service under this
Agreement for all living units served by Payline divided by the average
number of living units served by Payline during the initial six (6) months of
service hereunder divided by two (2). The initial Calculation Date occurs at
the ninetieth (90th) day following the commencement of service to the first
residential tenant. Subsequent Calculation Dates occur on the first day of
each new five (5) year term.

(e) The fixed dollar commission rate will be adjusted annually by
applying the annualized increase in the Consumer Price Index for the Portland
Standard Metropolitan Service Area. In no event shall the Consumer Price
Index provision operate to decrease the commission paid to Owner.

(f) The fixed dollar commission (baseline determined by initial six
(6) month's average billings) shall be adjusted at the beginning of each new
five (5) year term. The adjustment shall be made using the last six (6)
months of the previous term as the baseline calculation.

(g) Owner may initiate an independent audit, at owner's expense,
verifying revenues and penetration levels as submitted by Payline, but not
more than annually. In the event that such an audit identifies an error of
five percent (5%) or greater in favor of Payline, as compared to the
submissions provided by Payline, then Payline agrees to reimburse Owner for
reasonable costs associated with undertaking such an audit.

9. ADDITIONAL OBLIGATIONS OF PAYLINE. Payline shall:

(a) make a customer service representative available to receive
service requests or inquiries from Owner or residents and insure that it
responds to service requests within four (4) hours of receipt. Routine
maintenance services shall be performed by Payline during its normal working
hours. A technician shall arrive at the Property to commence maintenance
services promptly after request by a customer of such services, provided
however, where such request are made on, or on a day preceding a Saturday,
Sunday or holiday, Payline's system technician shall arrive at the Property
to commence maintenance services on the next normal working day.

(b) Payline's disaster recovery plan will address catastrophic
occurrences and the plan will also describe actions which Payline will take
should Payline's facilities or services threaten personal safety or the
building structure integrity. The plan will be made available for inspection
by Owner. Payline will provide Owner the name and telephone number of a
Payline representative to contact in case of an emergency.

<PAGE>

(c) provide Owner with marketing materials, sales support and sales
training to enable Owner and Owner's employees to market Telecommunications
Services in accordance with Section 10(b);

(d) provide training to Owner's staff to enable staff to perform the
duties specified in Section 10(c);

(e) repair or replace any damage to the Property resulting from
Installation, operation or removal of the System or any other acts by Payline
to the satisfaction of the Owner and restore Property to its original
condition;

(f) comply with all applicable regulatory requirements relating to the
provision of the Telecommunication Services provided by Payline as may be in
effect from time to time;

(g) maintain the System in good order, condition and repair; and

(h) Payline will provide Owner with business Telephone Services at the
Property and Owner shall be provided Telephone Services at the same favorable
rates as charged to tenants of the Property. Owner will pay the installation
costs for providing such business Telephone Services and will provide, at its
own cost, all necessary ancillary hardware such as keysets and operator
consoles for the dedicated use of the Owner; Such costs will be reasonable
and reflect customary installation charges for business telephone systems.
For the avoidance of doubt, the Owner shall bear none of the installation
costs associated with Payline's switching equipment.

(i) Payline shall pay all taxes resulting from the ownership or
operation of System and service.

10. OBLIGATIONS OF OWNER. Owner shall:

(a) make the System Site available on a rentfree basis to Payline
during the term of this Agreement. The construction and location of the
System Site shall be as Owner and Payline reasonably agree, subject to
technical and regulatory requirements as determined by Payline. Payline
shall have twenty-four hour, seven day a week access to the System Site, and
Owner's employees and agents shall not disturb the System;

(b) use reasonable efforts to encourage its staff, agents and
representatives to encourage and promote the use of the Telecommunications
Services to residents and prospective residents as part of the amenities
provided by Owner at the Property. Owner consents to Payline's use of
incentives and incentive programs with Property management personnel, leasing
staff and other Property personnel for the purpose of promoting the System
and Telecommunication Services provided through the System.

<PAGE>

Owner's staff will present the telecommunications service agreement and
related information to prospective tenants with the objective of securing
sales. It is envisioned that this selling process will require a minimal
amount of time on behalf of Owner's staff If tenants have additional
questions or require additional information, their sales lead will be
referred to Payline staff who will be responsible for responding to customer
inquiries and securing any resulting sales. Payline will also be fully
responsible for the initial sales conversion process. It is not expected that
Portland Center rental staff become expert in understanding the various
components of Payline's product lines;

(c) promptly provide to Payline requested specifications on the
Property, such as wiring schematics and/or building diagrams, a current list
of residents, addresses and their telephone numbers and other specific
information regarding resident transactions, such as rentals, move-ins,
move-outs transfers, intents to vacate, and the entering into or termination
of leases and other information necessary to market and operate the System
and provide the Telecommunications services according to this Agreement or to
comply with governmental or Utility Commission rules as may be determined by
Payline;

(d) cooperate with Payline in obtaining permits, consents, licenses and
other requirements which may be necessary for Payline to install and operate
System and furnish the Telecommunications Services; provided that Payline
shall all reasonable costs of the Owner associated therewith except that
Owner will installation costs as described in Section 9(g);

(e) provide reasonable access to the Property to Payline and its
employees and agents to enable Payline to perform the activities contemplated
by or necessary under this Agreement including access for the purpose of
soliciting customers. No marketing to the residents of Portland Center
Apartments will be undertaken and no resident will be contacted by Payline
until Payline has provided a written direct sales plan that has been approved
by Owner, such approval to be not unreasonably withheld. Unless Owner
indicates to the contrary, the plan shall be deemed approved ten (10) days
following submission to the Owner.

11. INSURANCE. Payline shall carry and maintain liability insurance of
$3,000,000 naming Owner and Owner's agent as additional insured covering
personal injury and property damage that may be caused to person(s), the
Property or its contents, by the System or Payline's employees or agents.
Owner and Payline each waive any right of recovery against each other for any
claims that may be brought for any loss that is covered by insurance upon or
relating to the Property or the System to the extent of the actual proceeds
received by waiving party. Owner shall carry and maintain general liability
insurance related to the Property.

12. TERMINATION OF THE AGREEMENT.

Page 6 - Telecommunications Services Agreement

<PAGE>

(a) This Agreement may be terminated by either party if there has been
a material breach of the terms of this Agreement by the other party and if
within forty-five (45) days after receiving notice of such breach from the
party seeking to terminate, such breach has not been cured.

(b) Payline may terminate this Agreement, or discontinue the provision
of any Telecommunications Services provided hereunder, if in the sole
discretion of Payline, it ceases to be feasible for legal, economic or
regulatory reasons to provide Telecommunications Services to the Property;
provided that Payline provides forty-five(45)days written notice to Owner.

(c) This Agreement may also be terminated by Payline if there is a
continuing material failure by Owner to provide the services to Payline
contemplated hereby.

(d) My termination of this Agreement shall be effective as of the date
of termination, but Payline shall continue to provide Telecommunications
Services until the earlier of (i) all Payline customers at the Property are
provided Telephone Service from another source or (ii) thirty (30) days from
the date of such termination. The provisions of this agreement necessary for
such continued services shall remain effective.

(e) Upon termination of this Agreement for any reason, Payline, or any
designee of Payline, including without limitation, any party providing
financing to Payline, shall have the right, after providing Owner with
written notice of at least forty-five (45) days, without further demand, to
enter upon the Property and to dismantle and remove or render inoperative any
and all equipment or other property comprising the System so long as such
right shall encompass Section 9 (d) herein.

13. ASSIGNMENT OF THE AGREEMENT. This Agreement and the rights
hereunder may be assigned by Payline to any majority owned subsidiary of
Payline or to an affiliate or party acquiring all or substantially all of the
assets of Payline upon prior written consent of Owner. Such consent shall
not be unreasonably withheld. Alternatively, the Agreement may be assigned by
Payline to any Payline subsidiary so long as Payline agrees in writing that
it shall remain liable for all obligations arising under this Agreement.
Payline may also assign this Agreement to any party providing financing to
Payline; provided that such assignment shall not relieve Payline from its
obligations hereunder. In connection with a sale or disposition of the
Property, owner shall request Payline's written consent to assign this
Agreement and shall require any subsequent owner of the Property to assume
this Agreement and the rights and obligations hereunder. Subject to the
foregoing, this Agreement shall be binding upon and shall inure to the
benefit of the successors and assigns of the respective parties to this
Agreement.

14. OWNER WARRANTIES; INFORMATION. Owner warrants that (i) it has full
power and authority to grant to Payline the exclusive rights set forth in
this Agreement, (ii) that

Page 7 - Telecommunications Services Agreement

<PAGE>

no party holds any rights or interests with respect to the Property that
conflict with any rights or interests that Owner grants to Payline under this
Agreement; (iii) that the Property is not presently part of bankruptcy
proceeding, foreclosure action, or deed in lieu of foreclosure transaction;
(iv) Owner is not in default of any mortgages or other encumbrances on the
Property; and (v) no purchase contracts presently exist as to the Property.

15. PAYLINE WARRANTY. Payline warrants that (i) it will comply with all
laws and licensing requirements concerning the installation and operation of
the System; (ii) the financial statements provided to Owner are accurate; and
(iii) Payline has not been involved in litigation pertaining to the operation
of comparable services as those described in this Agreement. Except as
expressly stated in this Agreement, Payline makes no representations or
warranties regarding the System or the provision of Telecommunications
Services, express or implied, including, but not limited to, any implied
warranty of merchantability or fitness for a particular purpose.

16. INDEPENDENT CONTRACTOR. Payline shall be and is an independent
contractor and Owner shall not control or direct the details and means by
which Payline performs its duties under this Agreement. This Agreement shall
not create the relationship of employer and employee, a partnership or a
joint venture.

17. EMERGENCY CALLS. Payline will use its reasonable best efforts to
pass all "911" emergency calls through the System to authorities but makes no
warranty or guaranty of any nature as to the promptness or adequacy of any
response to any such emergency call. Payline assumes no responsibility
whatsoever for any actions with respect to emergency calls other than to use
its reasonable best efforts to pass such traffic to authorities through the
System. In the event that the System has been adversely affected by any
situation described in Section 21, Payline shall have no liability whatsoever
for failure to pass on emergency telephone traffic.

18. INDEMNIFICATION. Subject to the provisions set forth in Section 19
below, (i) Payline and Owner hereby agree to indemnify, defend and hold each
other (and each other's officers, directors, owners, employees, and agents)
harmless from and against all claims, losses and liabilities in any way
relating to, growing out of, or resulting from a material breach of each of
their respective obligations under this Agreement; and (ii) Owner will
indemnify Payline for damages to the System as provided in Section 3 herein.

In addition, Payline agrees to indemnify, defend and hold harmless Owner and
Owner's partners, employees and agents from and against all damages, losses,
liabilities, costs, and expenses (including reasonable attorneys' fees)
resulting from claims made or causes of action asserted by third parties
(including, without limitation residents of the Property) arising out of or
relating to (i) the performance by Payline (or its employees or agents) of
its obligations under this Agreement, (ii) the provision of

Page 8 - Telecommunications Services Agreement

<PAGE>

Telecommunications Services or (iii) compliance of Payline and/or the System
with applicable laws and regulations, except to the extent such matters are
attributable to the gross negligence or willful misconduct of Owner.

19. LIMITATION OF REMEDIES. Notwithstanding any other provision of
this agreement but without limiting the mutual indemnification in Section 18,
neither Payline nor Owner shall be liable to any third party for any
incidental or consequential damages, including but not limited to lost
profits, of any nature whatsoever or for the condition or repair of any
telephone instrument or any property to which the System is attached.

20. ARBITRATION OF DISPUTES. Any controversy, dispute, or claim of
whatever nature arising out of, in connection with or in relation to the
interpretation, performance or breach of this Agreement, including any claim
based on contract, tort or statute, shall be resolved at the request of any
party to this Agreement, by final and binding arbitration before a single
arbitrator conducted at a location determined by the arbitrator in Portland,
Oregon, administered by and in accordance with the then existing rules of
practice and procedure established by the Arbitration Chapter of the Uniform
Trial Court Rules as then in effect in the State of Oregon, and judgment upon
any award rendered by the arbitrator may be entered by any state or federal
court having jurisdiction thereof. The arbitrator shall award attorney's
fees and costs of the arbitration procedure to the prevailing party. Both
parties acknowledge that they are giving up their right to have any such
claim decided in a court of law before a judge or jury, and hereby waive all
rights to appeal.

21. FORCE MAJEURE. If the performance of any of the obligations under
this Agreement is interfered with by any reason or any circumstances beyond
the reasonable control of the parties, including, but not limited to, fire,
earthquake, storm, volcanic eruption, explosion, power failure or power
surge, acts of God, war, revolution, civil commotion, or requirement of any
government or legal body or any representative of any such government or
legal body, labor unrest, including but not limited to, strikes, slowdowns,
picketing or boycotts, then the parties shall be excused from performance on
a day-by-day basis to the extent of such interference.

22. MISCELLANEOUS.

(a) ENTIRE AGREEMENT. This Agreement contains the entire Agreement
between the parties and may not be modified, amended or changed except by
written instrument signed byduly authorized executives of both parties.

(b) WAIVER. The failure by either party at any time to require
performance by the other party or to claim a breach of any provision of this
Agreement shall not be construed as affecting any subsequent breach or the
right to require performance or to claim a breach with respect thereto.

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(c) GOVERNING LAW. The rights and obligations of the parties and all
interpretations and performances of this Agreement shall be governed in all
respects by the laws of the State of Oregon.

(d) NOTICES. Any notice to be given by either party to the other shall
be in writing and either personally delivered or sent by certified mail,
return receipt requested, to the addresses of the Owner and Payline provided
below. Notices shall be deemed given when received or refused. Each party may
change its address for notice to it by notice in accordance with the
foregoing provisions.

Payline: Owner:

Payline Systems, Inc. Oregon Portland Associates
921 SW Washington, Suite 250 c/o Pacific Union Property Services, Inc.
Portland, Oregon 97205 255 SW Harrison, Suite 1B
Portland, Oregon 97201
Facsimile: 503-227-1951 Facsimile: 503-243-3805
Telephone: 503-243-2930 Telephone: 503-227-7100
Attn: A Roger Pease, President Attn: Susan Bowlsby, Vice President

(e) VALIDITY. If any provision of this Agreement shall be held to be
invalid or unenforceable, such provisions shall not affect in any respect the
validity or enforceability of the remainder of this Agreement unless the
invalidity materially affects the ability of either party to perform as
contemplated hereunder.

(f) ATTORNEYS' FEES AND COSTS. If arbitration or other proceedings are
brought to enforce or interpret this Agreement, the substantially prevailing
party shall be entitled to recover reasonable attorneys' fees and other costs
incurred in such action, arbitration or proceeding from the other party, in
addition to any other relief to which such party may be entitled.

(g) AUTHORITY. Each individual signing this Agreement on behalf of a
corporation or partnership represents that he or she has the necessary
authority to execute this Agreement on behalf of such entity and that, in the
case of a corporation, all necessary corporate action has been taken
approving the execution of this Agreement.

Any person or entity executing this Agreement as "Owner" hereby represents
and warrants to Payline that it is fully authorized by Owner to execute this
Agreement and to bind Owner to the terms and obligations set forth in this
Agreement and the Owner is fully aware of the existence and contents of this
Agreement. Owner and any person or

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entity executing this Agreement on Owner's behalf acknowledges that Owner
shall be estopped from claiming that this Agreement was executed by a person
or entity lacking actual authority to bind Owner.

(h) FURTHER ASSURANCES. Upon the reasonable request of either party,
the other party shall promptly and, at its own expense, execute and deliver
any additional documents or take such actions, as may be reasonably necessary
(subject to any other agreement binding on either patty) for the purpose of
evidencing or perfecting any rights or interest of either party arising under
this Agreement or arising under documents executed in accordance with this
Agreement.

This Agreement has been signed and delivered as of the above date.

Payline: Owner:

By: /s/ /ILLEGIBLE/ By: /s/ /ILLEGIBLE/
----------------------- -----------------------------
Title: President CEO Title: Vice President - Agent
----------------------- -----------------------------
PACIFIC UNION PROPERTY SERVICES, INC.
AS AGENT FOR: OREGON PORTLAND ASSOCIATES

Page 11 - Telecommunications Services Agreement

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Exhibit No. 10.4.1 Telecommunications Services Agreement between Registrant and
Riverplace II Joint Venture (Riverplace Development)

Certain information in this exhibit has been omitted pursuant to Rule 406
of the Securities Act. Omitted information is designated by "*".

<PAGE>

FIRSTLINK COMMUNICATIONS, L.L.C.

TELECOMMUNICATIONS SERVICES AGREEMENT

This Telecommunications Services Agreement ("Agreement") is entered into as of
January 18th, 1995, by and among FirstLink Communications, LLC, an Oregon
limited liability company ("FirstLink"), and Riverplace II Joint Venture, an
Oregon general partnership, and TCR #520 Riverplace Limited Partnership, a Texas
limited partnership (collectively referred to as "Owner").

1. PROPERTY. The 108-unit multi-family residential rental complex and
commercial units known as the Existing RiverPlace Development, located at 308 SW
Montgomery, Portland, Oregon, and the adjacent 182-unit multi-family residential
rental complex and commercial units currently under construction known as the
New RiverPlace Development located at 2001 SW River Drive, Portland, Oregon (the
"Property").

2. GRANT OF RIGHTS

(a) Owner grants FirstLink the sole and exclusive right, except as
otherwise provided in this Agreement, to provide Telecommunication Services to
residents of the Property. "System" shall mean all electronic devices, cable,
wire, hardware, software and other material used or necessary to transmit and
receive Telecommunication Services. "Telecommunication Services" means
two-way voice and data communications, telephone service, multi-channel cable
television, video on demand, audio on demand, voicemail, data services, security
systems, and other means of two-way communication distribution, whether now
existing or hereafter developed as between the Property and the local and/or
long distance telephone networks or other outside distributor of these and other
services. Telephone services shall include local calling, long distance, and
enhanced features such as voicemail, call waiting, distinctive ringing, speed
dialing, wake-up service, restricted dialing, account codes, custom phone
number, unlisted phone number, unpublished phone number, and no solicitation.
Cable television services will include all services currently offered by TCI
Cablevision of Oregon, Inc., ("TCI") to its west Portland residential customers
FirstLink agrees to make available to the residents at the Property within 120
days after the introduction thereof to the market by FirstLink, TCI, or others
any and all new services that become available in the west Portland cable
television franchise area. FirstLink will ensure that the quality of the
Telecommunications Services and the features available through the
Telecommunications Services are comparable to or exceed Portland area
telecommunications standards.

(b) In consideration of the substantial investment made by FirstLink in
the System, Owner agrees that it will not grant access to the Property to any
person or

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entity, other than FirstLink, for the purpose of providing Telecommunication
Services, except for the local telephone company (who shall have the right to
provide both local and long distance service, including long distance service
through AT&T, MCI, Sprint, or other carriers) and, in the case of service for
the Existing RiverPlace Development, the Property's existing service providers
(including TCI Cable) and except as required by law or otherwise allowed by this
Agreement.

3. SYSTEM EXPENSES. ACCESS. Other than as set forth herein, FirstLink
shall bear all expenses to install, operate, maintain, and repair the System and
to upgrade the System Site as necessary to accommodate the System. Owner shall,
at Owner's expense and cost, provide electrical power to the System and a System
Site. For the purposes of this Agreement, "System Site" shall mean a secure
space to house FirstLink's System equipment, which shall consist of a rent-free,
locked room. Renovation of System Site is the responsibility of FirstLink.
Owner will not be responsible for any disruption in electrical supply or for
unauthorized entry to the System Site or damage to FirstLink equipment resulting
therefrom. Owner hereby grants FirstLink and its authorized personnel access to
the Property for any reasonable purposes related to this Agreement including the
installation of the System in accordance with plans and specifications provided
to and approved by Owner. FirstLink shall not install any equipment, cabling or
wiring or make any modifications to the Property unless Owner has first approved
in writing the plans and specifications for such equipment, cabling wiring, or
such modification. Owner grants specific rights to FirstLink to use any existing
coaxial and twisted pair cabling in the Property, but all such items shall
remain the property of Owner. FirstLink will provide Owner access to the System
Site on notice of twenty-four (24) hours.

4. TERM. The term of this Agreement shall be * years from the date
hereof. The original term will automatically be renewed for up to * additional
periods of * years each on the same terms and conditions unless either party
otherwise notifies the other in writing at least 180 days prior to the end of
the original term or the first renewal term, as applicable. FirstLink shall
conduct a performance appraisal meeting with Owner prior to expiration of the
180 day notice period and shall remind the Owner of the Owner's option not to
renew the term by a written notice delivered to Owner not more than 90 days and
not less than 30 days before the last day for Owner to exercise its option not
to renew; the time for Owner's notice of election not to renew will be extended
day-for-day for each day that such reminder from FirstLink is late.

5. INSTALLATION. FirstLink shall install the System as soon as
practicable but in no event shall FirstLink be required to complete installation
sooner than six (6) weeks from signing of this Agreement. In installing the
System, FirstLink shall maintain a schedule consistent with Owner's schedule for
construction of the New RiverPlace Development and completion of units (which
FirstLink acknowledges it has reviewed).

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In all events, Telecommunications Service will be available to each residential
unit in the New RiverPlace Development by the time that Owner makes such unit
available for occupancy. Telecommunication Service will be available in the
Existing RiverPlace Development no later than February 1, 1995, except as
provided above. The installation shall be in accordance with the plans and
specifications approved by Owner and shall meet or exceed industry standards for
shared tenant service providers. FirstLink shall use only qualified, experienced
subcontractors in installing the System, and FirstLink shall replace any
subcontractor if Owner objects to the quality of the work that the subcontractor
is performing. FirstLink shall replace any work that is found to be sub-standard
or not in accordance with the approved plans and specifications. FirstLink will
coordinate schedules so that it and its contractors do not interfere with
Owner's overall construction activity. FirstLink will pay for all costs
associated with the installation of the System, including interconnection of the
Existing and New RiverPlace Developments. Immediately upon execution of this
Agreement, FirstLink will provide Owner with a letter of credit or bond in the
amount of $30,000 to secure payment of such costs. FirstLink will also indemnify
Owner for its failure to pay FirstLink contractors or subcontractors. FirstLink
may subcontract activities related to the installation of the System, but shall
be responsible for any and all acts and/or omissions by any subcontractor.
Within 30 days after installation of the System is completed, FirstLink shall
provide Owner with a statement showing the cost of the System in reasonable
detail.

6. OWNERSHIP AND CHARACTER OF THE SYSTEM. Except as otherwise stated
herein (including in Section 3), the System, including any alterations and
attachments, shall at all times remain the sole property of FirstLink. It is the
intention of the parties that every component of the System installed by
FirstLink, shall retain its character as personal property following the
installation of the System on the Property, and shall not be deemed to be a
fixture constituting a part of the Property. No part of the System owned by
FirstLink shall be or become subject to any mortgage, deed of trust or lien upon
the Property. FirstLink shall not grant or allow any lien to exist against the
System without Owner's prior approval. At the end of the term of this Agreement
(regardless of how termination comes about), all wiring, cabling, jacks,
conduit, equipment, and other components of the System except any telephone
switch and other communications equipment installed by FirstLink at the System
Site that is not part of the residential telephone distribution network shall
become the property of Owner without any further action of FirstLink, Owner or
any other person. The residential telephone distribution network is deemed to
begin at the tenant termination block within the System Site. FirstLink may
remove any telephone switch or other communications equipment it has installed
within the System Site which is not part of the residential distribution
network; FirstLink may not otherwise remove any component of the System (except
worn or obsolete components that are replaced with like or better components)
without Owner's consent. If the term of this Agreement is terminated during the
first seven years because of Owner's default, Owner will pay FirstLink within 30
days after written

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demand an amount equal to the adjusted book value of the residential telephone
distribution network (excluding any capitalized operating deficits) assuming
amortization of cost on a straight-line basis over a seven-year term. FirstLink
will provide documentation of original wiring costs.

7. SERVICE TO TENANTS. FirstLink shall provide Telecommunication Services
offered through the System to each resident requesting them. FirstLink's
obligation to provide or continue Telecommunication Services shall be contingent
on the resident paying service charges and meeting other reasonable requirements
as are established by FirstLink from time to time. Residents ejecting to
receive Telecommunication Services offered by FirstLink shall do so through the
execution and delivery to Owner or FirstLink of a Tenant Services Agreement in
the form provided, from time to time, from FirstLink to Owner (which agreement
shall clearly state that Owner is not responsible for the System or its
operation or any activities of FirstLink). FirstLink shall submit its Tenant
Service Agreement to Owner prior to distribution to tenants, and FirstLink will
obtain Owner's approval of the form before using it with residents. Owner shall
promptly provide to FirstLink any Tenant Service Agreements executed by tenants
that are delivered to Owner. Residents requesting Telecommunication Services
shall be charged and billed individually for connection to the System and for
service at standard rates established solely by FirstLink from time to time
unless prohibited by applicable law or regulation. FirstLink will provide
consolidated billing for telephone, cable television, and security services.
FirstLink shall be solely responsible for invoicing, collections and bad debts
related to provision of Telecommunication Service to residents. Owner will not
be responsible for non-payment by tenants or other subscribers for
Telecommunications Services. FirstLink's rates for Telecommunications Services
will be at or below generally prevailing rates charged by other service
providers in the market in which the Property is located. FirstLink guarantees
unconditionally to return a resident to his or her original service provider for
any reason at any time.

8. REVENUE SHARING. Owner shall be entitled to revenue sharing as
described in Exhibit A.

Should the parties renegotiate and agree, prior to the end of the
initial * year term, to extend the contract for an additional * year period
then the revenue sharing percentage contained in Exhibit B shall apply.

FirstLink will provide revenue sharing to Owner on all gross receipts
generated by local and long distance telephone services and basic and
expanded cable television services, including HB0, Showtime, Disney, The Movie
Channel, STARZ, and ENCORE.

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<PAGE>

All revenue sharing payments will be paid quarterly in arrears, within
15 days after the end of each calendar quarter, based on the average
penetration during the preceding calendar quarter. Penetration is defined to
mean (i) for cable television, the number of residential units for which the
residents subscribed to FirstLink's cable television service divided by the
total number of residential units in the Property and (ii) for telephone, the
number of lines to residential units connected to FirstLink's telephone
service divided by the total number of residential units in the Property.
(Although commercial users are not taken into account in determining
penetration, revenues from commercial service will be included in the revenue
base for determining Owner's revenue sharing.) Average penetration is defined
as the average of the penetration on the first day of the quarter and the
penetration on the last day of the quarter.

A * bonus will be paid to Owner for signing up each existing resident at
the Existing RiverPlace Development for both telephone and cable television
service and for signing up the first resident to lease each new unit in the
New RiverPlace Development to both telephone and cable television service. On
an ongoing basis, Owner will be paid a monthly incentive of * if telephone
penetration exceeds * percent, * if telephone penetration exceeds *
percent and * if telephone Penetration exceeds * percent. Such incentive
payments will be due within 15 days after the end of each calendar quarter.
All such incentive payments will be considered a deduction from gross
receipts prior to the revenue sharing percentages.

Owner shall have the right to inspect FirstLink's records and, if it so
elects, to conduct an audit thereof to verify that the amounts paid to it
pursuant to this Section 8 are correct. If any such audit discloses that
Owner has been underpaid, FirstLink shall, within ten (10) days after demand,
pay the Owner the balance with interest at ten percent (10%) per annum
calculated from the date that payment should have been made. In addition, if
any such audit discloses that Owner has been underpaid by more than five
percent (5%) for any year, FirstLink shall reimburse Owner for the cost of
the audit.

Owner's participation through revenue sharing and Incentives is not
intended to make Owner and FirstLink partners. FirstLink is an independent
contractor and has no relationship with Owner other than as an independent
contractor.

9. ADDITIONAL OBLIGATIONS OF FIRSTLINK.

(a) FirstLink shall provide 24-hour customer service seven days a week.
Routine repair services shall be performed by FirstLink during its normal
working hours. FirstLink will respond to a service problem within four (4) hours
from notification of service problem and will provide alternate means of service
pending correction of the problem if repairs are not effected immediately. Any
telephone faults which are System wide (defined as two (2) or more customers
experiencing the same fault) will be

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addressed within one hour. A technician shall arrive at the Property to commence
maintenance services promptly after request by a customer or Owner.

(b) FirstLink shall provide a comprehensive marketing program including
marketing materials, sales support and sales training.

(d) FirstLink shall repair or replace any damage to the Property resulting
from installation, operation, or removal of the System or any other acts by
FirstLink or any defect or malfunction in the System to the satisfaction of the
Owner and restore Property to its original condition.

(e) FirstLink shall comply with all applicable regulatory requirements
relating to the provision of the Telecommunication Services provided by
FirstLink as may be in effect from time to time.

(f) FirstLink shall maintain the System (including any portion of the
System owned by Owner other than equipment described in (g) below) in good
order, condition and repair.

(g) FirstLink will provide Owner with business Telephone Services at the
Owner's leasing office and community room, at discounted commercial rates below
those being offered by US West. Owner will pay the installation costs for
providing such business Telephone Services and will provide, at its own cost,
all necessary ancillary hardware such as keysets and operator consoles for the
dedicated use of the Owner; such costs will be reasonable and reflect customary
installation charges for business telephone systems.

(h) FirstLink shall pay all taxes resulting from the ownership or
operation of System and Telecommunication Service.

(i) FirstLink will provide a dedicated channel for an Owner information
service. Owner will be responsible for the programming of the digital
information service, after adequate training on its use, which will be provided
by FirstLink without charge. FirstLink will convert Owner's existing personal
computer for use as the digital information service for the dedicated Owner
information channel at the Property. If this is not possible, FirstLink will
provide the necessary equipment.

(j) FirstLink shall install network facilities for personal computer
applications within the New RiverPlace Development and for easy access to
Internet gateways.

TELECOMMUNICATIONS SERVICES AGREEMENT--Page 6

<PAGE>

These facilities will be capable of delivering local area network services, ISDN
(integrated Digital Service Network) services, and desktop video conferencing
services.

(k) FirstLink will identify a security vendor acceptable to Owner. The
security vendor will pay for all security wiring, cameras, and related security
equipment, or FirstLink will cover the portion of installation costs the vendor
is unwilling to assume. The vendor will be selected based on its willingness to
assume those costs and its ability to meet the following requirements:

1. All first and second story doors and windows monitored for the
New RiverPlace Development.

2. A "panic button" available in the master bedroom for the New
RiverPlace Development.

3. The security provider is of good business reputation and carries
a minimum of $1 million in liability insurance.

4. The security provider provides a direct indemnity and coverage
under liability insurance to the Owner, its partners and affiliates and Owner's
lender.

While Property is under construction, all dwellings will be installed with
complete wiring, door and window switches, and finish trim places for key pad at
the expense of FirstLink or the security vendor. Upon occupancy and at the
resident's request, FirstLink will complete the installation of the alarm system
including Central Processing Unit, siren, and key pad. FirstLink will establish
monthly subscription rates for monitored alarm service, such rates to be usual
and customary. Final installation of alarm system will take place within five
(5) working days of the resident's request. The security system will be
installed in accordance with plans and specifications approved by Owner, and all
wiring, cabling, equipment and other components of the security system will
become the property of Owner when installed. The security system will come with
a warranty on parts and workmanship provided by the security vendor for the
longer of two years or so long as the security system is in use.

(l) FirstLink will pay for and install at the Existing RiverPlace
Development a video security system which will be comprised of five (5) video
cameras combined on a single video channel. This channel will be displayed on
the in-house cable system of the Existing RiverPlace Development A separate
video recorder will be provided to record images from the five (5) cameras at
the Existing RiverPlace Development. FirstLink will provide up to * for
channel equipment to place the security cameras on the dedicated in-house
monitoring channel. The in-house monitoring channel will be

TELECOMMUNICATIONS SERVICES AGREEMENT--Page 7

<PAGE>

available without charge to all units subscribing to cable television service
and is provided as a convenience to subscribing residents.

(m) FirstLink shall install an average of four (4) telephone outlets in
each apartment for the New RiverPlace Development; such locations to be
determined by Owner.

(n) FirstLink shall install an average of four (4) twisted pair wires and
a total of one (1) coaxial cable to each apartment for the New RiverPlace
Development; actual number of twisted pair per unit for each specific unit will
be mutually agreed.

(o) FirstLink will provide Owner with a customer list each month (the list
as of the end of a month being due by the 15th day of the following month).
FirstLink also shall provide Owner with a wiring diagram promptly upon
completion of the installation of the System.

(p) FirstLink shall comply with Owner's policies relating to entry into
residents' units and Owner's security regulations.

10. OBLIGATIONS OF OWNER.

(a) Owner shall make the System Site available on a rent-free basis to
FirstLink during the term of this Agreement. The System Site is located as
depicted on Exhibit C attached hereto. FirstLink shall have twenty-four hour,
seven day a week exclusive access to the System Site, and Owner's employees and
agents shall not be granted access without FirstLink's permission.

(b) Owner shall use reasonable efforts to encourage its staff; agents and
representatives to encourage and promote the use of the Telecommunications
Services to residents and prospective residents as part of the amenities at the
Property. Owner consents to FirstLink's use of incentives and incentive programs
with Property management personnel, leasing staff and other Property personnel
for the purpose of promoting the System and Telecommunication Services provided
through the System, subject to Owner's approval. Owner's staff will present the
telecommunications service agreement and related information to prospective
tenants.

(c) Owner shall promptly provide to FirstLink requested specifications on
the Property, such as wiring schematics and/or building diagrams, and provide
general information on leasing activity (of a non-confidential nature) to assist
FirstLink in its sales efforts and other information reasonably necessary to
enable FirstLink to comply with governmental or Oregon Public Utility Commission
rules. All information provided to FirstLink by Owner shall remain confidential
and shall not be made available to anyone other than FirstLink and its employees
and agents. FirstLink shall not sell any

TELECOMMUNICATIONS SERVICES AGREEMENT--Page 8

<PAGE>

information (including customer lists) obtained by it in connection with its
activities pursuant to this Agreement.

(d) Owner shall cooperate with FirstLink in obtaining permits, consents,
licenses and any other requirements which may be necessary for FirstLink to
install and operate the System and furnish the Telecommunications Services;
provided that FirstLink shall pay all reasonable costs of the Owner associated
therewith (except that Owner will pay installation costs as described in Section
9(g)).

(e) Owner shall provide reasonable access to the Property to FirstLink and
its employees and agents to enable FirstLink to perform the activities
contemplated by or necessary under this Agreement including access for the
purpose of soliciting customers. FirstLink shall submit all advertising
brochures and other solicitation materials and programs to Owner and shall not
distribute any of such brochures or other materials or implement any such
program until Owner has approved the same. All material and programs will be
deemed to be approved within ten (10) working days of submission if Owner has
not responded. FirstLink shall comply with all applicable truth-in-advertising
and debt collection laws in its dealings with residents at the Property and
prospective residents. FirstLink shall not make direct solicitation to
residents without prior approval from Owner authorizing such contact and the
content of the solicitation, which approval may be withheld by Owner in its
discretion.

(f) Owner shall pay to FirstLink the sum of * toward the cost of bulk
cable television service to the 108 units of the Existing RiverPlace
Development. Such payment is due before January 15, 1995. Based on this payment,
FirstLink will provide free expanded basic cable television service for a period
of one (1) year through December 31, 1995, to all residents in place at the
Existing RiverPlace Development as of January 1, 1995, whether or not the
resident subscribes to other FirstLink service. As new residents occupy units
following January 1, 1995, they will be offered cable television at retail rates
and revenue resulting from those residents will be subject to revenue sharing
with Owner as provided in Section 8.

11. INSURANCE. FirstLink shall carry and maintain commercial general
liability insurance (either through primary coverage policies or umbrella
policies) of $3,000,000 and automobile liability insurance in the amount of
$1,000,000 both on an occurrence basis naming Owner, its partners and affiliates
and Owner's lender as additional insured covering personal injury and property
damage that may be caused by the System or FirstLink or its employees or agents
including the security system vendor. Owner and FirstLink each waive any right
of recovery against each other for any loss that is covered by insurance upon or
relating to the Property or the System to the extent of the actual proceeds
received by waiving party; provided that this provision does not limit
FirstLink's liability under Section 15. In addition, FirstLink shall carry
workers compensation insurance as required by law FirstLink shall provided
Owner with a

TELECOMMUNICATIONS SERVICES AGREEMENT--Page 9

<PAGE>

certificate of insurance simultaneously with execution of this Agreement and ten
(10) days prior to each renewal date. All insurance coverage must provide for 30
days prior notice to Owner before any cancellation, change, or non-renewal, and
all certificates of insurance shall so specify.

12. TERMINATION OF THE AGREEMENT.

(a) The term of this Agreement may be terminated by either party if there
has been a material breach of the terms of this Agreement by the other party and
if within forty-five (45) days for non-monetary breaches and ten (10) days for
monetary breaches after receiving notice of such breach from the party seeking
to terminate, such breach has not been cured.

(b) FirstLink may terminate the term of this Agreement, or discontinue the
provision of any Telecommunications Services provided hereunder, if in the sole
discretion of FirstLink, it ceases to be feasible for legal or regulatory
reasons to provide Telecommunications Services to the Property; provided that
FirstLink provides forty-five (45) days written notice to Owner.

(c) Owner may terminate the term of this Agreement if Telecommunication
Services provided by FirstLink, compared to those provided by other suppliers in
the Portland-area market, places Owner at a competitive disadvantage, or if
FirstLink rates exceed those of other service suppliers in the market in which
the Property is located, or if FirstLink fails to provide maintenance and repair
service on a prompt basis. Owner also may terminate the term of this Agreement
if FirstLink allows any lien to attach against the Property, or if FirstLink
fails to pay any of its contractors, subcontractors or suppliers (including
suppliers of bulk telephone or cable television service) when and as due, or if
FirstLink seeks protection under any bankruptcy, insolvency or similar law, or
generally fails to pay its debts when due, or has a receiver, trustee,
liquidater or similar official appointed for it or a substantial part of its
property.

(d) Any termination of the term of this Agreement shall be effective as of
the date notice of termination is given, but FirstLink shall continue to provide
Telecommunications Services until the earlier of (i) the date on which all
FirstLink customers at the Property are provided Telephone Service from another
source or (ii) ninety (90) days from the date notice of termination is given.
The provisions of this Agreement necessary for such continued services shall
remain effective.

(e) Upon termination of this Agreement for any reason and completion of
FirstLink's continued service obligations under Section 12(d), FirstLink, or any
designee of FirstLink, including without limitation, any party providing
financing to FirstLink, shall have the right, after providing Owner with written
notice of at least forty-five (45) days, without further demand, to enter upon
the Property and to dismantle and remove or

TELECOMMUNICATIONS SERVICES AGREEMENT--Page 10

<PAGE>

render inoperative any and all equipment that FirstLink is entitled to remove
pursuant to Section 6. FirstLink shall repair all damage to the Property from
the dismantling and removal of System components. If FirstLink fails to remove
any System component to which it is entitled within 45 days after the
termination of this Agreement, FirstLink shall be deemed to have abandoned the
component.

(f) Owner (or its successor in interest) may terminate this Agreement in
connection with a sale of the Property (or, if the Property is sold in pieces,
as to any portion sold) if the buyer is unwilling to assume this Agreement. Such
termination option must be exercised within 90 days after the sale is completed.
If the Agreement is terminated pursuant to this paragraph (f), Owner (or its
successor in interest) shall pay FirstLink, within 30 days after demand by
FirstLink, an amount equal to the sum of (i) the adjusted book value of the
residential telephone distribution network, excluding any capitalized operating
deficits (or the portion of such cost attributable to the portion of the
Property that is sold), assuming amortization on a straight-line basis over a *
term, plus (ii) an amount equal to (A) * of the net operating income for the *
latest full calendar months preceding the termination date multiplied by (B) the
number of calendar months then-remaining in the term of this Agreement. For such
purpose, net operating income is the total revenues from the System collected by
FirstLink less operating expenses of the System. Total revenue will be
calculated (i) during the first * years of the term of this Agreement, by using
the penetration ratio for the System and revenues actually collected by
FirstLink from units serviced through the System and extrapolating to what
revenues would be at 95 percent occupancy and (ii) after the first * years of
the term of this Agreement, by using revenues actually collected by FirstLink
for the System. Revenue sharing and incentives paid to Owner pursuant to this
Agreement are operating expenses of the System. Amortization and depreciation
charges for the cost of the System also are an operating expense and will be
expensed for purposes of this provision on a straight-line basis over the
initial * year term of this Agreement.

13. ASSIGNMENT OF THE AGREEMENT. This Agreement and the rights hereunder
may be assigned by FirstLink to any party acquiring all or substantially all of
the assets of FirstLink, provided that (i) the assignee has three year's
experience in providing shared tenant services for both telephone and cable
television or, alternatively, hires FirstLink to manage the System, (ii) the
assignee has a net worth at least equal to FirstLink's net worth. and (iii) the
assignee's involvement with the System does not cause a conflict of interest or
an ERISA violation for the Owner or its partners. Alternatively, the Agreement
may be assigned by FirstLink to any FirstLink subsidiary so long as FirstLink
agrees in writing that it shall remain liable for all obligations arising under
this Agreement. FirstLink may also assign this Agreement to any lender
providing financing to FirstLink; provided that such assignment shall not
relieve FirstLink from its obligations hereunder and that lender agrees to
undertake FirstLink's obligations hereunder if it exercises any of its remedies.
FirstLink may pledge its right

TELECOMMUNICATIONS SERVICES AGREEMENT--Page 11

<PAGE>

to receive any payments hereunder to any lender providing financing to
FirstLink. In connection with a sale or disposition of the Property, Owner
shall require any subsequent owner of the Property to assume this Agreement
and the rights and obligations hereunder. Subject to the foregoing, this
Agreement shall be binding upon and shall inure to the benefit of the
successors and assigns of the respective parties to this Agreement. Other
than as specifically provided herein, neither FirstLink nor Owner may assign
this Agreement without the written consent of the other, consent not being
unreasonably withheld.

14. OWNER WARRANTIES: INFORMATION. Owner warrants that (i) it has full
power and authority to grant to FirstLink the exclusive rights set forth in this
Agreement, (ii) no party holds any rights or interests with respect to the
Property that conflict with any rights or interests that Owner grants to
FirstLink under this Agreement (except any lien against the New RiverPlace
Development held by the Owner's construction lender); (iii) the Property is not
presently part of bankruptcy proceeding, foreclosure action, or deed in lieu of
foreclosure transaction; (iv) Owner has not been notified that it is in default
of any mortgages or other encumbrances on the Property; and (v) no purchase
contracts presently exist as to the Property (except any agreement between the
parties comprising Owner).

15. FIRSTLINK WARRANTY. FirstLink warrants that (i) it will comply with
all laws and licensing requirements concerning the installation and operation of
the System; (ii) the financial statements provided to Owner are accurate; and
(iii) FirstLink has not been involved in litigation pertaining to the operation
of services comparable to those described in this Agreement.

16. INDEPENDENT CONTRACTOR. FirstLink shall be and is an independent
contractor, and Owner shall not control or direct the details and means by which
FirstLink performs its duties under this Agreement. This Agreement shall not
create the relationship of employer and employee, a partnership or a joint
venture.

17. EMERGENCY CALLS. FirstLink shall ensure that all 911 calls
automatically transmit the resident's phone number, name, and address (including
apartment number) to the emergency authority.

18. INDEMNIFICATION. FirstLink and Owner hereby each agrees to indemnify,
defend and hold the other (and the other's officers, directors, owners,
employees, and agents) harmless from and against all claims, losses and
liabilities in any way relating to, growing out of, or resulting from a material
breach of its obligations under this Agreement

FirstLink agrees to indemnify, defend and hold harmless Owner and Owner's
partners and affiliates and their respective employees and agents from and
against all

TELECOMMUNICATIONS SERVICES AGREEMENT--Page 12

<PAGE>

damages, losses, liabilities, costs, and expenses (including reasonable
attorneys' fees) resulting from claims made or causes of action asserted by
third parties (including, without limitation, residents of the Property)
arising out of or relating to (i) the performance by FirstLink (or its
contractors, subcontractors, employees, or agents) under this Agreement,
including damage to the Property or property of tenants caused by FirstLink
(or its contractors, subcontractors, employees or agents) while on or about
the Property, (ii) the provision of Telecommunications Services; (iii)
compliance of FirstLink and/or the System with applicable laws and
regulations; (iv) infringement upon patents, copyrights, and other
intellectual property rights; (v) any act or omission by FirstLink or its
contractors, subcontractors, employees, or agents with third-parties
(including residents of the Property), including advertising or other
solicitations and attempts to collect delinquent accounts; and (vi) defects
in the System or any malfunction of the System.

FirstLink shall promptly advise Owner in writing of any action,
administrative or legal proceeding or investigation as to which its
indemnification may apply, and FirstLink at FirstLink's expense, shall assume on
behalf of Owner and the other indemnitees and conduct with due diligence and in
good faith the defense thereof with counsel reasonably satisfactory to Owner,
provided, however, that any indemnitee shall have the right, at its option, to
be represented therein by advisory counsel of its own selection. In the event of
failure by FirstLink to fully perform in accordance with this indemnification
provision, Owner, at its option, and without relieving FirstLink of its
obligations hereunder, may so perform, but all costs and expenses so incurred by
Owner in that event must be reimbursed by FirstLink to Owner, together with
interest, from the date any such expense was paid by Owner until reimbursed by
FirstLink, at the rate of interest provided to be paid on judgments by the law
of the jurisdiction to which the interpretation of this Agreement is subject.
FirstLink's indemnification will not be limited to damages, compensation or
benefits payable under insurance policies, workers' compensation acts,
disability benefit acts or other employees' benefit acts. The provisions of this
Section 18 apply to all activities of FirstLink with respect to the Property,
whether occurring before or after the date of this Agreement and before or after
any termination of this Agreement.

Except for loss or damage to the System to the extent caused by the gross
negligence or willful misconduct of an indemnitee the indemnitees shall never be
liable in any manner to FirstLink for any injury to or death of persons or for
any loss of or damage to the property of FirstLink, its employees, agents,
customers, invitees, licensees, or others (whether such loss or damage is
occasioned by casualty, theft, or any other cause of whatsoever nature), even if
due in whole or part to the condition of the Property or the sole or concurrent
negligence of the indemnitees or any one of them and FirstLink hereby waives and
relinquishes forever any such claims it might have against the indemnitees now
or in the future. In no event shall the indemnitees ever be liable in any manner
to FirstLink or any other party as a result of the acts of omissions

TELECOMMUNICATIONS SERVICES AGREEMENT--Page 13

<PAGE>

of FirstLink, its agents, employees, contractors, customers, invitees,
licensees, or others, and FirstLink hereby waives and relinquishes forever
any such claims it might have against the indemnitees now or in the future.
All personal property of FirstLink upon the Property and any of FirstLink's
property affixed or attached to the Property shall be at the sole risk of
FirstLink.

Except as specified in the immediately preceding paragraph, no party will
have any right or claim against any indemnitee for any property damage (whether
caused by negligence or the condition of the Property or any part thereof),
except as otherwise specified in this paragraph by way of subrogation or
assignment, and FirstLink waives and relinquishes any such right. To the extent
FirstLink chooses to insure any of FirstLink's personal property upon the
Property or any of FirstLink's property affixed or attached to the Property,
FirstLink shall cause its insurance carrier(s) to endorse all applicable
policies waiving the carrier's right of recovery under subrogation or otherwise
in favor of the indemnitees and provide a certificate of insurance verifying
this waiver.

19. VENUE AND JURISDICTION. The parties agree that venue and jurisdiction
for any disputes or controversies arising hereunder shall be exclusively
reserved to the courts of Multnomah County, Oregon, except for any matters of
federal jurisdiction, which shall be reserved to the United States District
Court for the District of Oregon.

20. FORCE MAJEURE. If the performance of any of the obligations under this
Agreement is interfered with by any reason or any circumstances beyond the
reasonable control of the parties, including, but not limited to, fire,
earthquake, storm, volcanic eruption, explosion, power failure or power surge,
acts of God, war, revolution, civil commotion, or requirement of any government
or legal body or any representative of any such government or legal body, labor
unrest, including but not limited to, strikes, slowdowns, picketing or boycotts,
then the parties shall be excused from performance on a day-by-day basis to the
extent of such interference; provided that FirstLink shall be responsible for
compliance with all laws and regulations existing on the date of this Agreement,
notwithstanding this Section 20.

21. MISCELLANEOUS.

(b) WAIVER. The failure by either party at any time to require
performance by the other party or to claim a breach of any provision of this
Agreement shall not be construed as affecting any subsequent breach or the right
to require performance or to claim a breach with respect thereto.

TELECOMMUNICATIONS SERVICES AGREEMENT--Page 14

<PAGE>

(c) GOVERNING LAW. The rights and obligations of the parties and all
interpretations and performances of this Agreement shall be governed in all
respects by the laws of the State of Oregon.

(d) NOTICES. Any notice to be given by either party to the other shall be
in writing and either personally delivered or sent by certified mail, return
receipt requested, to the addresses of the Owner and FirstLink provided below.
Notices shall be deemed given when received or refused. Each party may change
its address for notice to it by notice in accordance with the foregoing
provisions.

Owner:

The Prudential Insurance Company of America
Prudential Real Estate Investors
Attn.: Vice President, Acquisitions
2029 Century Park East, Suite 3600
Los Angeles, California 90067

and: The Prudential Insurance Company of America
Prudential Real Estate Investors
Attn.: Wes Ahrens
4309 Hacienda Drive, Suite 500
Pleasanton, California 94588-2740

and: The Prudential Insurance Company of America
The Prudential Realty Group
Attn.: Norman Chemin, Esq.
2029 Century Park East, 37th Floor
Los Angeles, California 90067

and: Trammell Crow Residential
Attn.: Clyde P. Holland, Jr.
5808 Lake Washington Boulevard, NE, Suite 101
Kirkland, Washington 98033-7350
Facsimile: 206-828-0904
Telephone: 206-828-3003

TELECOMMUNICATIONS SERVICES AGREEMENT--Page 15

<PAGE>

FirstLink:

FirstLink Communications, L.L.C.
Attn.: A. Roger Pease, CEO
921 SW Washington, Suite 250
Portland, Oregon 97205
Facsimile: 503-227-1951
Telephone: 503-306-4444

(f) ATTORNEYS' FEES AND COSTS. If arbitration or other proceedings are
brought to enforce or interpret this Agreement, the prevailing party shall be
entitled to recover reasonable attorneys' fees and other costs incurred in such
arbitration or proceeding from the other party, in addition to any other relief
to which such party may be entitled.

(g) AUTHORITY. Each party represents that any individual signing this
Agreement on behalf of a corporation or partnership has the necessary authority
to execute this Agreement on behalf of such entity and that, in the case of a
corporation, all necessary corporate action has been taken approving the
execution of this Agreement.

(h) FURTHER ASSURANCES. Upon the reasonable request of either party, the
other party shall promptly and, at its own expense, execute and deliver any
additional documents or take such actions, as may be reasonably necessary
(subject to any other agreement binding on either party) for the purpose of
evidencing or perfecting any rights or interest of either party arising under
this Agreement or arising under documents executed in accordance with this
Agreement.

22. TCI AGREEMENT. At FirstLink's request, simultaneous with this
Agreement, Owner is entering into a separate agreement with TCI Cablevision of
Oregon, Inc. ("TCI") providing for cable television service to the Property.
FirstLink and Owner agree that, so long as this Agreement is in effect,
FirstLink will deal with TCI and will be responsible for the performance of all
obligations of Owner under such agreement with TCI. Upon termination of this
Agreement, Owner will be entitled to deal with TCI, and TCI will be entitled to
use all components of the System that are beneficial for providing cable
television service to the Property. In the event of any dispute with TCI
(including as a result of FirstLink's failure to perform), Owner will be
entitled to terminate FirstLink's right to provide cable television service for
the Property and thereafter may deal directly with TCI or, to the extent allowed
by the TCI agreement, another service

TELECOMMUNICATIONS SERVICES AGREEMENT--Page 16

<PAGE>

provider. The relationship with TCI will not effect Owner's right to revenue
sharing as provided in this Agreement.

23. NO PUBLIC ANNOUNCEMENT: CONFIDENTIALITY FirstLink will not make any
public announcement or publicity release regarding this Agreement or the service
to be provided to the Property without Owner's prior written approval. FirstLink
agrees not to identify Owner or its partners or affiliates (including The
Prudential Insurance Company of America) or the Property in any advertising, or
use any photograph or likeness of the Property in any advertising, unless in any
such case Owner and each other person named in the advertising has approved the
advertising. FirstLink and Owner each agrees to keep confidential the terms of
this Agreement and all other related agreements and documents, as well as all
information provided by the other party in connection with this Agreement, and
FirstLink and Owner each agrees that it will not disclose any such information
to any person except for disclosure (i) to its counsel, accountants, employees,
and other persons advising it in connection with matters relating to this
Agreement who have a need to know the information given to them and who are
advised to keep such information confidential, (ii) to potential purchasers of
the Property who are advised to keep such information confidential, and (iii) as
required by law or court order.

24. SEPARATE OWNERSHIP. It is contemplated that Riverplace II Joint
Venture (the "JV") will acquire the New RiverPlace Development from TCR #520
Riverplace Limited Partnership ("TCR"). Until such acquisition occurs, and if
such acquisition is never completed, this Agreement will be construed as
separate agreements between FirstLink and TCR with respect to the New RiverPlace
Development and FirstLink and the JV with respect to the Existing RiverPlace
Development, in each case disregarding provisions that are not applicable to the
portion of the Development in question. Transfer of the New RiverPlace
Development from TCR to the JV may be completed without further consent or
approval from FirstLink, and after such transfer is completed, this Agreement
will be construed as an agreement solely between FirstLink and the JV with
respect to the entire Development. If, prior to acquisition of the New
RiverPlace Development by the JV, either TCR or the JV defaults under this
Agreement, such default shall not affect the other of them, nor shall FirstLink
be entitled to terminate this Agreement with respect to either TCR or the JV on
account of a default by the other of them. The JV agrees that it will continue
to allow FirstLink to use the System Site and related wiring and cabling running
through the Existing RiverPlace Development to service the New RiverPlace
Development even if this Agreement is terminated as between FirstLink and the
JV.

<PAGE>

This Agreement has been signed and delivered as of the above date.

FirstLink:

FIRSTLINK COMMUNICATIONS, L.L.C. an Oregon limited
liability company

By: /s/ A. Robert Pease
-----------------------------
A. Roger Pease
Chief Executive Officer

Owner:

TCR #520 RIVERPLACE LIMITED PARTNERSHIP, a Texas
limited partnership

By: TCR Northwest 1993, Inc., a Texas corporation, its sole
general partner

By: /s/ [ILLLEGIBLE]
-----------------------------
Clyde P. Holland, Jr.
President

RIVERPLACE II JOINT VENTURE, an Oregon general
partnership

By: The Prudential Insurance Company of America, a
New Jersey corporation, a general partner

By: /S/ Michael J. Tyre
-----------------------------
Michael J. Tyre
Vice President

By: TCR #520 Riverplace Limited Partnership, a Texas
limited partnership, a general partner

By: TCR Northwest 1993, Inc., a Texas
corporation, its sole general partner

By: /s/ [ILLEGIBLE]
------------------------
Clyde P. Holland, Jr.
President

<PAGE>

FIRSTLINK COMMUNICATIONS, INC.

TELECOMMUNICATIONS SERVICES AGREEMENT

EXHIBIT A

Revenue sharing to Owner based on * year agreement

PERCENT COMMISSION
PENETRATION PERCENTAGE
------------- ------------

* *

Revenue sharing percentages to Owner will increase based on adding additional
marketable dwellings to those currently under contract at the property.
Additional dwellings include those in the Portland/Vancouver area.

Upon the addition of * units in projects in which Trammell Crow Residential has
an interest, other than those at the RiverPlace Development, revenue sharing
percentage will increase to:

PERCENT COMMISSION
PENETRATION PERCENTAGE
------------- ------------

* *

Upon the addition of * units in projects in which Trammell Crow Residential has
an interest, other than those at the RiverPlace Development, revenue sharing
percentages will increase to:

PERCENT COMMISSION
PENETRATION PERCENTAGE
------------- ------------

* *

Upon the addition of * units in projects in which Trammell Crow Residential has
an interest, other than those at the RiverPlace Development, revenue sharing
percentages will increase to:

PERCENT COMMISSION
PENETRATION PERCENTAGE
------------- ------------

* *

<PAGE>

FIRSTLINK COMMUNICATIONS, LLC.

TELECOMMUNICATIONS SERVICES AGREEMENT

EXHIBIT B

Revenue sharing to Owner based on * year contract extension option:

PERCENT COMMISSION
PENETRATION PERCENTAGE
------------- ------------

* *

Revenue sharing percentages to Owner will increase based on -adding additional
marketable dwellings to those currently under contract at the property.
Additional dwellings include those in the Portland/Vancouver area.

Upon the addition of * units in projects in which Trammell Crow Residential has
an interest, other than those at the RiverPlace Development, revenue sharing
percentage will increase to:

PERCENT COMMISSION
PENETRATION PERCENTAGE
------------- ------------

* *

Upon the addition of * units in projects in which Trammell Crow Residential has
an interest, other than those at the RiverPlace Development, revenue sharing
percentages will increase to:

PERCENT COMMISSION
PENETRATION PERCENTAGE
------------- ------------

* *

Upon the addition of * units in projects in which Trammell Crow Residential has
an interest, other than those at the RiverPlace Development, revenue sharing
percentages will increase to:

PERCENT COMMISSION
PENETRATION PERCENTAGE
------------- ------------

* *

[MAP DELETED]

<PAGE>

Exhibit No. 10.5.1 Telecommunications Services Agreement between Registrant and
Elsie D. McIver U/A Trust Dated 1/4/72 (Vista St. Clair).

Certain information in this exhibit has been omitted pursuant to Rule 406
of the Securities Act. Omitted information is designated by "*".

<PAGE>

FIRSTLINK COMMUNICATIONS, INC.

and

ELSIE D. MCIVER U/A TRUST DATED 1/4/72

VISTA ST. CLAIR

TELECOMMUNICATIONS SERVICES AGREEMENT

This agreement ("Agreement") is entered into as of July 11, 1996, by and
between FirstLink Communications, Inc., an Oregon corporation ("FirstLink"), and
Douglas D. McIver, Trustee of the Elsie D. McIver U/A Trust dated 1/4/72
("Owner").

1. PROPERTY. Owner owns the multi-family residential complex commonly
known as Vista St. Clair, located at 1000 SW Vista Avenue, Portland, Oregon,
which consists of 254 living units (the "Property").

2. GRANT OF RIGHTS

(a) Owner grants FirstLink the sole and exclusive right, except as
provided in the last sentence of clause (b) below, to install, own, operate,
replace and maintain the System on, off and through the Property and the sole
and exclusive right to provide Telecommunication Services to residents of the
Property. "System" shall mean all electronic devices, cable, wire, hardware,
software and other material used to transmit and receive two-way voice and data
communications, telephone service ("Telephone Service"), multi-channel TV, video
on demand, audio on demand, voice mail, data services and other means of two-way
communication distribution, whether now existing or hereafter developed
(collectively "Telecommunication Services") as between the Property and the
local and/or long distance telephone networks or other outside distributor of
these and other services.

It is anticipated that Telephone Services will include local and long distance
calling, multi-channel television, voice mail and calling features such as
conference calling, call waiting and call forwarding. Additional services will
be added from time to time, as available and as warranted by tenant demand.
Such additional Telecommunication Services may include: video conferencing,
on-line computer services, electronic mail, wireless services (such as cellular
telephone) and other types of services. There can be no assurance that any or
all of the above additional services will be made available. Their availability
is dependent upon many variables

Page 1
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and factors beyond FirstLink's control. Such factors include, but are not
limited to, technical feasibility, economic, regulatory and market
considerations.

3. SYSTEM EXPENSES. Other than as set forth herein, FirstLink shall bear
all expenses to install, operate, maintain and repair the System. Owner shall,
at Owners expense and cost, provide electrical power to the System and shall pay
for any damage to the System caused by the negligence or misconduct of Owner or
Owner's agent(s) or employees. For the purposes of this Agreement, "System Site"
shall mean an adequate and secure space to house FirstLink's System equipment,
which shall consist of a rent-free, locked room meeting FirstLink's
specifications. The System Site shall be designated as provided in section
10(a). Owner hereby grants FirstLink and its authorized personnel access to the
Property for any reasonable purposes related to this Agreement including the
installation of cabling or microwave equipment to interconnect buildings and to
connect to other telecommunication systems and grants specific rights to
FirstLink to use both existing coaxial and twisted pair cabling in the Property.
FirstLink agrees to notify the Facility Manager when either FirstLink or its
authorized personnel are on-site. FirstLink will not have access to any rental
units without the tenant's consent.

5. INSTALLATION. FirstLink shall commence installation of the System
as soon as practicable and in a manner that minimizes interruption of
existing communication services. In no event shall FirstLink interrupt
service to tenants by other providers, including US West. Telecommunication
Services to the Property shall commence no later than 180 days from
commencement of installation. FirstLink shall give Owner at least ten (10)
days notice prior to the

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<PAGE>

commencement of installation. FirstLink may subcontract activities related to
the installation of the System, but shall be responsible for any and all acts
and/or omissions by any subcontractor.

7. SERVICE TO TENANTS. FirstLink shall provide Telephone Service and
other Telecommunication Services offered through the System to each resident
requesting them. FirstLink's obligation to provide or continue Telecommunication
Services shall be contingent on the resident paying service charges. Residents
electing to receive Telecommunication Services offered by FirstLink shall do so
through the execution and delivery to Owner or FirstLink of a Tenant Services
Agreement in the form provided, from time to time, from FirstLink to Owner.
Owner shall promptly provide such executed documents to FirstLink. Residents
requesting Telecommunication Services shall be charged and billed individually
for connection to the System and for service at standard rates established
solely by FirstLink from time to time unless prohibited by applicable law or
regulation. FirstLink shall be solely responsible for invoicing, collections and
bad debts related to provision of Telecommunication Service to residents.

Both parties agree that neither the Owner nor the Owner's agent shall have any
liability regarding the number of residents electing to use Telecommunications
Services.

8. COMMISSIONS. Owner shall be entitled to Commissions equal to *
percent * of all gross revenues actually collected for services provided to
each living unit served by FirstLink hereunder. All commission payments
hereunder will be paid quarterly in arrears. Commissions begin accruing upon
installation of service. The first commission payment will be for the quarter
ending September 30, 1999. Payments are made on the 15th of the month
following quarter end. Commissions accrued but unpaid prior to that date will
be due and payable: (1) on *, or (2) when the Property is sold and the
subsequent owner assumes this Agreement and the rights and obligations
hereunder, or (3) when Owner elects, at Owner's sole option, to amend this
Agreement to include an assumption clause requiring a subsequent owner to
assume this Agreement and the rights and obligations hereunder, whichever
occurs first.

Page 3
<PAGE>

Owner shall have the right to inspect FirstLink's annual audited financials and
records relating to payments received by Owner from FirstLink pursuant to this
Section. Owner may elect to conduct an audit thereof to verify that the amounts
paid to it pursuant to this Section are correct. If any such audit discloses
that Owner has been underpaid, FirstLink shall, within ten (10) days after
demand, pay the Owner the balance with interest at ten percent (10%) per annum
calculated from the date that payment should have been made. In addition, if any
such audit discloses that Owner has been underpaid by more than five percent
(5%) for any year, FirstLink shall reimburse Owner for the cost of the audit.

9. ADDITIONAL OBLIGATIONS OF FIRSTLINK. FirstLink shall:

(a) Make a customer service representative available to receive service
requests or inquiries from Owner or residents and insure that it responds to
service requests within four (4) hours of receipt. Routine maintenance services
shall be performed by FirstLink during its normal working hours. A technician
shall arrive at the Property to commence maintenance services promptly after
request by a customer of such services, provided however, where such requests
are made on, or on a day preceding a Saturday, Sunday or holiday, FirstLink's
system technician shall arrive at the Property to commence maintenance services
on the next normal working day.

(b) Provide Owner with marketing materials, sales support and sales
training to enable Owner and Owner's employees to market Telecommunications
Services in accordance with Section 10(b);

(d) Repair or replace any damage to the Property resulting from
installation, operation, or removal of the System or any other acts by FirstLink
to the satisfaction of the Owner and restore Property to its original condition;

(e) Comply with all applicable regulatory requirements relating to the
provision of the Telecommunication Services provided by FirstLink as may be in
effect from time to time;

(f) Maintain the System in good order, condition and repair;

Page 4
<PAGE>

(g) Provide owner with business Telephone Services at the Property. Owner
will pay the installation costs for providing such business Telephone Services
and will provide, at its own cost, all necessary ancillary hardware such as
keysets and operator consoles for the dedicated use of the Owner; such costs
will be reasonable and reflect customary installation charges for business
telephone systems; and

(h) Pay all taxes resulting from the ownership or operation of System and
service.

10. OBLIGATIONS OF OWNER. Owner shall:

(a} Make the System Site available on a rent-free basis to FirstLink
during the term of this Agreement. The construction and location of the
System Site shall be as Owner and FirstLink reasonably agree, subject to
technical and regulatory requirements as determined by FirstLink. FirstLink
shall have twenty-four hour, seven day a week access to the System Site, and
Owner s employees and agents shall not disturb the System;

(c) Promptly provide to FirstLink requested specifications on the
Property, such as wiring schematics, building diagrams, and other specific
information regarding resident transactions, such as rentals, move-ins,
move-outs, transfers, intents to vacate, and the entering into or termination
of leases and other information necessary to market and operate the System

Page 5

<PAGE>

and provide the Telecommunications services according to this Agreement or to
comply with governmental or Utility Commission rules as may be determined by
FirstLink;

(d) Cooperate with FirstLink in obtaining permits, consents, licenses and
any other requirements which may be necessary for FirstLink to install and
operate the System and furnish the Telecommunications Services; provided that
FirstLink shall pay all reasonable costs of the Owner associated therewith
except that Owner will pay installation costs as described in Section 9(g);

(e) Provide reasonable access to the Property to FirstLink and its
employees and agents to enable FirstLink to perform the activities contemplated
by or necessary under this Agreement including access for the purpose of
soliciting customers.

11. INSURANCE. FirstLink shall carry and maintain liability insurance of
$3,000,000 naming Owner and Owner's agent as additional insured covering
personal injury and property damage that may be caused to person(s), the
Property or its contents, by the System or FirstLink's employees or agents.
Owner and FirstLink each waive any right of recovery against each other for any
claims that may be brought for any loss that is covered by insurance upon or
relating to the Property or the System to the extent of the actual proceeds
received by waiving party. Owner shall carry and maintain general liability
insurance related to the Property.

12. TERMINATION OF THE AGREEMENT.

(a) This Agreement may be terminated by either party if there has been a
material breach of the terms of this Agreement by the other party and if within
forty-five (45) days (fifteen (15) days for a breach relating to service
interruption) after receiving notice of such breach from the party seeking to
terminate, such breach has not been cured.

(b) FirstLink may terminate this Agreement, or discontinue the provision
of any Telecommunications Services provided hereunder, if in the sole discretion
of FirstLink, it ceases to be feasible for legal, economic or regulatory reasons
to provide Telecommunications Services to the Property; provided that FirstLink
provides forty five (45) days written notice to Owner.

(c) This Agreement may also be terminated by FirstLink if there is a
continuing material failure by Owner to provide the services to FirstLink
contemplated hereby.

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<PAGE>

(d) Owner may terminate this Agreement if FirstLink's services are found
to be not competitive with other providers of similar services in the Portland
area.

(e) Any termination of this Agreement shall be effective as of the date of
termination, but FirstLink shall continue to provide Telecommunications Services
until the earlier of ti) all FirstLink customers at the Property are provided
Telephone Service from another source or (ii) thirty (30) days from the date of
such termination. The provisions of this Agreement necessary for such continued
services shall remain effective.

(f) Upon termination of this Agreement for any reason, FirstLink, or any
designee of FirstLink, including without limitation, any party providing
financing to FirstLink, after providing Owner with written notice of at least
fifteen (15) days, without further demand, shall enter upon the Property and
dismantle and remove any and all equipment or other property comprising the
System so long as such right shall encompass Section 9 (d) herein. FirstLink
shall repair any damage to the property from the dismantling and removal of
System components.

13. ASSIGNMENT OF THE AGREEMENT. This Agreement and the rights hereunder
may be assigned by FirstLink to any majority-owned subsidiary of FirstLink or to
an affiliate or party acquiring all or substantially all of the assets of
FirstLink upon prior written consent of Owner. Such consent shall not be
unreasonably withheld. Alternatively, the Agreement may be assigned by FirstLink
to any FirstLink subsidiary so long as FirstLink agrees in writing that it shall
remain liable for all obligations arising under this Agreement. FirstLink may
also assign this Agreement to any party providing financing to FirstLink;
provided that such assignment shall not relieve FirstLink from its obligations
hereunder.

14. OWNER WARRANTIES: INFORMATION. Owner warrants that (i) it has full
power and authority to grant to FirstLink the exclusive rights set forth in this
Agreement, (ii) that no party holds any rights or interests with respect to the
Property that conflict with any rights or interests that Owner grants to
FirstLink under this Agreement; (iii) that the Property is not presently part of
bankruptcy proceeding, foreclosure action, or deed in lieu of foreclosure
transaction; (iv) Owner is not in default of any mortgages or other encumbrances
on the Property; and (v) no purchase contracts presently exist as to the
Property.

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<PAGE>

15. FIRSTLINK WARRANTY. FirstLink warrants that it will comply with all
laws and licensing requirements concerning the installation and operation of the
System. Except as expressly stated in this Agreement, FirstLink makes no
representations or warranties regarding the System or the provision of
Telecommunications Services, express or implied, including, but not limited to,
any implied warranty of merchantability or fitness for a particular purpose.

16. INDEPENDENT CONTRACTOR. FirstLink shall be and is an independent
contractor and Owner shall not control or direct the details and means by which
FirstLink performs its duties under this Agreement. This Agreement shall not
create the relationship of employer and employee, a partnership or a joint
venture.

17. EMERGENCY CALLS. FirstLink will use its reasonable best efforts to
pass all "911" emergency calls through the System to authorities but makes no
warranty or guaranty of any nature as to the promptness or adequacy of any
response to any such emergency call. FirstLink assumes no responsibility
whatsoever for any actions with respect to emergency calls other than to use its
reasonable best efforts to pass such traffic to authorities through the System.
In the event that the System has been adversely affected by any situation
described in Section 21, FirstLink shall hove no liability whatsoever for
failure to pass on emergency telephone traffic.

18. INDEMNIFICATION. Subject to the provisions set forth in Section 19
below, (i) FirstLink and Owner hereby agree to indemnify, defend and hold each
other (and each other's officers, directors, owners, employees, and agents)
harmless from and against all claims, losses and liabilities in any way relating
to, growing out of, or resulting from a material breach of each of their
respective obligations under this Agreement; and (ii) Owner will indemnify
FirstLink for damages to the System as provided in Section 3 herein.

In addition, FirstLink agrees to indemnify, defend and hold harmless Owner
and Owners partners, employees and agents from and against all damages,
losses, liabilities, costs, and expenses (including reasonable attorneys'
fees) resulting from claims made or causes of action asserted by third
parties (including, without limitation, residents of the Property) arising
out of or relating to (i) the performance by FirstLink (or its employees or
agents) of its obligations under this Agreement, (ii) the provision of
Telecommunications Services or (iii) compliance of FirstLink and/or the
System with applicable laws and regulations, except to the extent such
matters are attributable to the gross negligence or willful misconduct of
Owner.

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<PAGE>

19. LIMITATION OF REMEDIES. Notwithstanding any other provision of this
agreement but without limiting the mutual indemnification in Section 18, neither
FirstLink nor Owner shall be liable for any incidental or consequential damages,
including but not limited to lost profits, of any nature whatsoever or for the
condition or repair of any telephone instrument or any Property to which the
System is attached.

20. ARBITRATION OF DISPUTES. Any controversy, dispute, or claim of
whatever nature arising out of, in connection with or in relation to the
interpretation, performance or breach of this Agreement, including any claim
based on contract, tort or statute, shall be resolved at the request of any
party to this Agreement, by final and binding arbitration before a single
arbitrator conducted at a location determined by the arbitrator in Portland,
Oregon, administered by and in accordance with the then existing rules of
practice and procedure established by the Arbitration Chapter of the Uniform
Trial Court Rules as then in effect in the State of Oregon, and judgment upon
any award rendered by the arbitrator may be entered by any state or federal
court having jurisdiction thereof. The arbitrator shall award attorney's fees
and costs of the arbitration procedure to the prevailing party. Both parties
acknowledge that they are giving up their right to have any such claim decided
in a court of law before a judge or jury, and hereby waive all rights to appeal.

21. FORCE MAJEURE. If the performance of any of the obligations under this
Agreement is interfered with by any reason or any circumstances beyond the
reasonable control of the parties, including, but not limited to, fire,
earthquake, storm, volcanic eruption, explosion, power failure or power surge,
acts of God, war, revolution, civil commotion, or requirement of any government
or legal body or any representative of any such government or legal body, labor
unrest, including but not limited to, strikes, slowdowns, picketing or boycotts,
then the parties shall be excused from performance on a day-by-day basis to the
extent of such interference.

22. MISCELLANEOUS.

(a) ENTIRE AGREEMENT. This Agreement contains the entire Agreement between
the parties and may not be modified, amended or changed except by written
instrument signed by duly authorized executives of both parties.

(b) WAIVER. The failure by either party at any time to require performance
by the other party or to claim a breach of any provision of this Agreement shall
not be construed as

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affecting any subsequent breach or the right to require performance or to claim
a breach with respect thereto.

(c) GOVERNING LAW. The rights and obligations of the parties and all
interpretations and performances of this Agreement shall be governed in all
respects by the laws of the State of Oregon.

(d) NOTICES. Any notice to be given by either party to the other shall be
in writing and either personally delivered or sent by certified mail, return
receipt requested, to the addresses of the Owner and FirstLink provided below.
Notices shall be deemed given when received or refused. Each party may change
its address for notice to it by notice in accordance with the foregoing
provisions.

FIRSTLINK: OWNER:

FirstLink Communications, Inc. Elsie D. McIver U/A Trust dated 1/4/72
255 SW Harrison, Suite IA 1000 SW Vista Avenue, Suite 114
Portland, Oregon 97201 Portland, Oregon 97205
Facsimile: 503-306-4333 Facsimile: 503-228-3309
Telephone: 503-306-4444 Telephone: 503-224-3315
Attn.: A. Roger Pease, CEO Attn.: Mary McIver

(g) AUTHORITY. Each individual signing this Agreement on behalf of a
corporation or partnership represents that he or she has the necessary authority
to execute this Agreement on

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<PAGE>

behalf of such entity and that, in the case of a corporation, all necessary
corporate action has been taken approving the execution of this Agreement.

Any person or entity executing this Agreement as "Owner" hereby represents and
warrants to FirstLink that it is fully authorized by Owner to execute this
Agreement and to bind Owner to the terms and obligations set forth in this
Agreement, and the Owner is fully aware of the existence and contents of this
Agreement. Owner and any person or entity executing this Agreement on Owner's
behalf acknowledges that Owner shall be estopped from claiming that this
Agreement was executed by a person or entity lacking actual authority to bind
Owner.

(h) FURTHER ASSURANCES. Upon the reasonable request of either party, the
other party shall promptly and, at its own expense, execute and deliver any
additional documents or take such actions, as may be reasonably necessary
(subject to any other agreement binding on either party) for the purpose of
evidencing or perfecting any right or interest of either party arising under
this Agreement or arising under documents executed in accordance with this
Agreement.

This Agreement has been signed and delivered as of the above date.

FIRSTLINK: OWNER:

/s/ A. Roger Pease /s/ [illegible] for:
- -------------------------------- --------------------------------
By: A. Roger Pease Douglas D. McIver, Trustee of the Elsie
Title: Chief Executive Officer D. McIver U/A Trust dated 1/4/72

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<PAGE>

Exhibit No. 10.6.1 Telecommunications Services Agreement between Registrant and
Lloyd Place Apartments Limited Partnership (Lloyd Place).

Certain information in this exhibit has been omitted pursuant to Rule 406
of the Securities Act. Omitted information is designated by "*".

<PAGE>

FIRSTLINK COMMUNICATIONS, INC.

AND

LLOYD PLACE APARTMENTS LIMITED PARTNERSHIP

LLOYD PLACE APARTMENTS

TELECOMMUNICATIONS SERVICES AGREEMENT

This agreement ("Agreement") is entered into as of June 28th, 1996, by and
between FirstLink Communications, Inc., an Oregon corporation ("FirstLink"), and
Lloyd Place Apartments Limited Partnership, an Oregon limited partnership
("Owner").

1. PROPERTY. The 202-unit multi-family residential rental and commercial
complex currently under construction and known as Lloyd Place Apartments,
located at 1411 NE 16th Avenue, Portland, Oregon ("the Property").

2. GRANT OF RIGHTS.

Telephone Services will include local and long distance calling, voice
mail and calling features including conference calling, call waiting, call
forwarding, extended area service, distinctive ringing, speed dialing,
wake-up service, restricted dialing, account code calling, non-listed
numbers, non-published numbers, custom phone numbers and no solicitation
listings. Additional services will be added from time to time, as available
and as warranted by tenant demand. Such

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additional Telecommunication Services may include: video conferencing,
on-line computer services, electronic mail, wireless services (such as
cellular telephone) and other types of services.

FirstLink will provide each Subscriber upon request the most recent telephone
book from the Local Exchange Carrier (including the Local Exchange Carrier's
Yellow Pages directory) and a telephone number which telephone number shall
be listed, at no additional charge, in such telephone book if desired by the
Subscriber. All telephone numbers will be assigned within 24 hours after a
Subscriber subscribes for the Telephone Service and pays any required
deposit. At all times during the Term, FirstLink shall, within a reasonable
period of time, make available to Subscribers substantially all
telephone-related features that are available through the local telephone
company serving the Property (the "Local Exchange Carrier").

Subscribers will, to the extent permitted by the Local Exchange Carrier and
applicable law, be allowed to retain their phone numbers upon termination of
service by FirstLink.

Multi-channel television services will include Paragon Cable's Lloyd Place
Apartments channel lineup shown in Exhibit A. Premium services such as HBO,
Showtime and The Disney Channel as well as Blazer Cable are also available
from Paragon.

There can be no assurance that any or all of the above additional services
will be made available. Their availability is dependent upon many variables
and factors beyond FirstLink's control. Such factors include, but are not
limited to, technical feasibility, economic, regulatory and market
considerations. If FirstLink elects not to provide a service it can be
offered and provided by others so long as FirstLink is offered the
opportunity to first provide the service.

(b) In consideration of the substantial investment made by FirstLink in
the System, Owner agrees that it will not grant access to the Property to any
person or entity, other than FirstLink, for the purpose of operating or
maintaining the System, or permit the installation, maintenance or operation
at the Property of any other equipment, wire, cable, or material by any
person or entity that provides Telecommunication Services; provided that (i)
the foregoing shall not restrict the use by Owner or any resident of any
wireless or remote telephone, radio or other communications system on the
Property, if such system does not require the installation of any equipment
or other material (other than the telephone itself) on the Property; and (ii)
the foregoing is not intended to restrict use by Owner or any resident of
personal computers. This

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exclusivity provision shall not deny the local telephone company the right to
serve residents of the Property with telephone services.

3. SYSTEM EXPENSES. Other than as set forth herein, FirstLink shall
bear all expenses to install, operate, maintain and repair the System. Owner
shall, at Owner's expense and cost, provide wiring limited to two (2) 30 amp
110V circuits for electrical power to the System. Owner will invoice or hove
the power company invoice FirstLink for the monthly cost of electric power
for the System. Owner shall not be responsible for any interruption of
electrical supply. For the purposes of this Agreement, "System Site" shall
mean an adequate and secure space mutually agreed upon by FirstLink and Owner
to house FirstLink's System equipment, which shall consist of a rent-free,
locked room meeting FirstLink's specifications. Owner hereby grants FirstLink
and its authorized personnel access to the Property for any reasonable
purposes related to this Agreement including the installation of cabling or
microwave equipment to interconnect buildings and to connect the Property to
other telecommunication systems, subject to Owner's approval, such approval
to be not unreasonably withheld.

4. TERM. The term of this Agreement shall be * years from the date
hereof. The original term will automatically be renewed for up to two (2)
additional periods of * years each unless either party otherwise notifies the
other in writing at least 180 days prior to the end of the original term or
any renewal term. FirstLink shall conduct a performance appraisal meeting
with Owner prior to expiration of the 180 day notice period and shall remind
the Owner not more than 90 days and not less than 30 days before the last day
for Owner to exercise its option not to renew; the time for Owner's notice of
election not to renew will be extended day-for-day for each day that such
reminder from FirstLink is late.

5. INSTALLATION. FirstLink shall install the System as soon as
practicable but in no event shall FirstLink be required to complete
installation sooner than eight (8) weeks from signing of this Agreement. In
installing the System, FirstLink shall maintain a schedule consistent with
Owner's schedule for construction of the Property. FirstLink will cause its
subcontractors and suppliers to cooperate with reasonable requirements of
Owner's construction superintendent for coordination of their work with work
of Owner's subcontractors and suppliers. FirstLink will assure that its
subcontractors and suppliers perform their work on a schedule that does not
delay Owner's construction of the Property. Paragon Cable, under a separate
agreement with FirstLink, will be installing all telephone and cable
television wiring and security systems.

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Owner agrees to provide FirstLink with reasonable notice of anticipated
building construction completion dates. FirstLink will make Telecommunication
Service available to the units within five (5) business days after receipt of
notice that the units are ready For first occupancy. Owner also will provide
FirstLink with reasonable notice of anticipated tenant occupancy dates.
FirstLink will make Telecommunications Service available to each tenant within
two (2) business days after occupancy of the unit.

Telephone wiring will be four (4) pair category 3 and one (1) category 5
wire home run to each jack. Cable television wiring will be home run to each
outlet. Each one bedroom apartment will have three telephone, data and
television outlets; each two bedroom will have four each. The cost associated
with the telephone and cable outlets in each kitchen will be borne by Owner
(see section 10(f)).

Security system will include eight (8) Sanyo high resolution low light
cameras, with appropriate lenses, enclosures and mounts; two (2) Sanyo monitors;
and two (2) Door King hands-free entry systems. Specifications for the security
system are to be approved by Earl Downs or his designee prior to installation,
such approval to be not unreasonably withheld (see details in Exhibit B).

FirstLink may subcontract activities related to the installation of the
System, but shall be responsible for any and all acts and/or omissions by any
subcontractor.

FirstLink shall not make any modifications to the Property unless Owner has
first approved in writing the plans and specifications for such equipment.

6. OWNERSHIP AND CHARACTER OF THE SYSTEM. Except as otherwise stated
herein, the System, including any alterations and attachments, shall at all
times remain the sole property of FirstLink. It is the intention of the parties
that the System, and every component of the System, shall retain its character
as personal property following the installation of the System on the Property,
and shall not be deemed to be a fixture constituting a part of the Property. No
part of the System shall be or become subject to any mortgage, deed of trust or
lien upon the Property. Notwithstanding the foregoing, all wiring, cabling,
jacks, conduit, equipment, and other components of the System except any
telephone switch and other communications equipment installed by FirstLink at
the System Site that is not part of the residential telephone distribution
network ("Excluded Equipment") shall remain on the Property throughout the term
of this Agreement and, upon expiration or earlier termination of this Agreement
shall become the property of Owner without any further action of FirstLink,
Owner or any other person. The residential telephone distribution network is
deemed to begin at the tenant termination block within the System Site.
FirstLink may remove any telephone switch or other communications

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equipment it has installed within the System Site which is not part of the
residential distribution network.

7. SERVICE TO TENANTS. FirstLink shall provide, at rates no higher than
other local providers of comparable services, Telephone Service and other
Telecommunication Services offered through the System to each resident
requesting them. FirstLink's obligation to provide or continue Telecommunication
Services shall be contingent on the resident paying service charges and meeting
other reasonable requirements as are established by FirstLink from time to time.
Residents electing to receive Telecommunication Services offered by FirstLink
shall do so through the execution and delivery to Owner or FirstLink of a Tenant
Services Agreement in the form provided, from time to time, from FirstLink to
Owner. Such Agreement shall clearly state that Owner is not responsible for the
System or its operation or any activities of FirstLink. FirstLink will submit
the Agreement to Owner prior to distribution to tenants and will obtain approval
of the form before using it with residents. Such approval will not be
unreasonably withheld and will be deemed to have been given after 10 days have
passed since FirstLink's submittal of form to Owner if no written objections or
modifications are submitted by Owner to FirstLink. Owner shall promptly provide
such executed documents to FirstLink. Residents requesting Telecommunication
Services shall be charged and billed individually for connection to the System
and for service at standard rates established solely by FirstLink from time to
time unless prohibited by applicable law or regulation. FirstLink shall be
solely responsible for invoicing, collections and bad debts related to provision
of Telecommunication Service to residents. FirstLink's rates for
Telecommunications Service shall, nevertheless, be competitive. FirstLink will
provide, add and update its Telecommunications Service consistent with standards
and services customarily provided by other telecommunication providers to
comparable apartment building complexes in Portland, Oregon. FirstLink
guarantees unconditionally to return a resident to the local exchange telephone
company upon request of the resident for any reason at any time at the sole cost
of FirstLink.

Both parties agree that neither the Owner nor the Owner's agent shall have any
liability regarding the number of residents electing to use Telecommunications
Services.

8. COMMISSIONS. Owner shall be entitled to Commissions equal to *
percent * of all gross revenues (from local and long distance telephone
services and expanded basic television services) actually collected for
services provided to each living unit served by FirstLink hereunder. All
commission payments hereunder will be paid quarterly in arrears. FirstLink
will bill customers monthly and will use reasonable diligence to collect for
services. Owner has the right to audit the

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books of FirstLink relative to the Property and its customers' account
activity. Owner shall have the right to inspect FirstLink's records and, if
it so elects, to conduct an audit thereof to verify that the amounts paid to
it pursuant to this Section 8 are correct. If any such audit discloses that
Owner has been underpaid, FirstLink shall, within ten (10) days after demand,
pay the Owner the balance with interest at ten percent (10%) per annum
calculated from the date that payment should have been made. In addition, if
any such audit discloses that Owner has been underpaid by more than five
percent (5%) for any year, FirstLink shall reimburse Owner for the reasonable
out-of-pocket cost of the audit. In the event an overpayment is disclosed,
Owner will remit within ten (10) days after demand, by FirstLink the balance
with interest at ten percent (10%) per annum calculated from the date that
payment was made.

9. ADDITIONAL OBLIGATIONS OF FIRSTLINK. FirstLink shall:

(a) Make a customer service representative available to receive service
requests or inquiries from Owner or residents and insure that it responds to
service requests within four (4) hours of receipt. Routine maintenance services
shall be performed by FirstLink during its normal working hours. A technician
shall arrive at the Property to commence maintenance services promptly after
request by a customer of such services, provided however, where such request are
made on, or on a day preceding a Saturday, Sunday or holiday, FirstLink's system
technician shall arrive at the Property to commence maintenance services on the
next normal working day.

(b) Provide Owner with marketing materials, sales support and sales
training to enable Owner and Owner's employees to market Telecommunication
Services in accordance with Section 1 0(b); FirstLink will not distribute or
make use of such materials without prior written approval of Owner, which
approval shall not be unreasonably withheld. Such approval will be deemed given
if Owner does not submit written objection to the materials to FirstLink within
ten (10) days of their submission by FirstLink to Owner.

(d) FirstLink shall comply with Owner's policies relating to entry into
residents' units and Owner's security regulations.

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<PAGE>

(e) Repair or replace any damage to the Property resulting from
installation, operation, or removal of the System or any other acts by FirstLink
to the satisfaction of the Owner and restore Property to its original condition;

(f) Comply with all applicable regulatory requirements relating to the
provision of the Telecommunication Services provided by FirstLink as may be in
effect from time to time;

(g) Maintain the System in good order, condition and repair; and

(h) Pay all taxes resulting From the ownership or operation of System and
provision of Telecommunications Services; and

(i) Provide a telephone number to access FirstLink customer service on a
24 hour basis in the event of a System emergency.

10. OBLIGATIONS OF OWNER. Owner shall:

(a) Make the System Site available on a rent-Free basis to FirstLink
during the term of this Agreement. The construction and location of the
System Site shall be as Owner and FirstLink reasonably agree, subject to
technical and regulatory requirements as determined by FirstLink. FirstLink
shall have twenty-four hour, seven day a week access to the System Site, and
Owners employees and agents shall not disturb the System;

(b) Use reasonable efforts to encourage its staff, agents and
representatives to encourage and promote the use of the Telecommunication
Services to residents and prospective residents as part of the amenities
provided by Owner at the Property. Owner consents to FirstLink's use from time
to time of incentives and incentive programs with Property management personnel,
leasing staff and other Property personnel for the purpose of promoting the
System and Telecommunication Services provided through the System. Owner's staff
will present the Tenant Service Agreement and related information to prospective
tenants with the objective of securing sales. It is envisioned that this selling
process will require a minimal amount of time on behalf of Owner's staff. If
tenants have additional questions or require additional information, their sales
lead will be referred to FirstLink staff who will be responsible for responding
to customer inquiries and securing any resulting sales.

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<PAGE>

(c) Promptly provide to FirstLink requested specifications on the
Property, such as wiring schematics and/or building diagrams, a current list
of residents, addresses and their telephone numbers and other specific
information regarding resident transactions, such as rentals, move-ins,
move-outs, transfers, intents to vacate, and the entering into or termination
of leases and other information necessary to market and operate the
System and provide the Telecommunication Services according to this
Agreement or to comply with governmental or Utility Commission rules as may
be determined by FirstLink;

(d) Cooperate with FirstLink in obtaining permits, consents, licenses
and any other requirements which may be necessary for FirstLink to install
and operate the System and furnish the Telecommunication Services, provided
that FirstLink shall pay all reasonable costs of the Owner associated
therewith.

(f) Upon receipt of the certificate of occupancy for the first unit,
Owner will remit $10,750 Paragon Cable representing the cost of installing
one telephone outlet and one cable outlet in each kitchen.

11. INSURANCE. FirstLink shall carry and maintain liability insurance
of $3,000,000 naming Owner and Owner's agent as additional insured covering
personal injury and Property damage that may be caused to person(s), the
Property or its contents, by the System or FirstLink's employees or agents.
Owner and FirstLink each waive any right of recovery against each other for
any claims that may be brought for any loss that is covered by insurance upon
or relating to the Property or the System to the extent of the actual
proceeds received by waiving party, and for themselves, their successors and
assigns waive rights of recovery and any rights of subrogation with respect
to any loss that would have been covered by insurance if the party had
maintained a so-called "all risk" form of casualty insurance on the property
owned by it. Owner shall carry and maintain general liability insurance
related to the Property.

12. TERMINATION OF THE AGREEMENT.

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<PAGE>

(a) This Agreement may be terminated by either party if there has been a
material breach of the terms of this Agreement by the other party and if within
thirty (30) days after receiving notice of such breach from the party seeking to
terminate, such breach has not been cured.

(b} FirstLink may terminate this Agreement, or discontinue the provision
of any Telecommunication Services provided hereunder, if in the sole discretion
of FirstLink, it ceases to be feasible for legal, economic or regulatory reasons
to provide Telecommunication Services to the Property, provided that FirstLink
provides sixty (60) days written notice to Owner.

(c) This Agreement may also be terminated by FirstLink if there is a
material failure by Owner to provide the services to FirstLink contemplated in
Section 10 which Owner fails to cure within a commercially reasonable time
(using best efforts to cure)after written notice to Owner containing reasonable
particularity as to the service(s) which FirstLink believes are not being
provided in accordance with this Agreement

(d) Owner may terminate the term of this Agreement if the quality (but
not the revenue generated to Owner) of the Telecommunications Services
provided by FirstLink when compared to the quality of the Telecommunications
Services provided by other suppliers in the Portland area market, places
Owner at a competitive disadvantage, or if FirstLink fails to provide
maintenance and repair service within 15 days after notice of such deficiency
in maintenance or repair service is delivered to FirstLink by Owner, together
with a detailed written explanation of such deficiency. Owner also may
terminate the term of this Agreement if FirstLink allows any lien to attach
against the Property and fails to have the lien removed within ten (10) days
after receiving written notice by Owner to FirstLink that a lien has
attached, or if FirstLink fails to pay any of its contractors, subcontractors
or suppliers (including suppliers of bulk telephone service) when and as due
and FirstLink does not allege any good faith defense to such payment within
ten (10) days of receiving written notice by Owner to FirstLink that it
believes such a condition exists, or if FirstLink seeks protection under any
bankruptcy, insolvency or similar law, or generally fails to pay, its debts
when due, or has a receiver, trustee, liquidater or similar official
appointed for it or a substantial part of its property.

(e) If either party defaults in its obligations under this Agreement, the
other party will have all remedies available at law or in equity for breach of
contract, including (without limitation) collection of damages, specific
enforcement and collection of attorney's fees and costs in connection with such
default, subject only to the limitations in Section 19 below.

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(f) Any termination of this Agreement shall be effective as of the date of
termination, but FirstLink shall continue to provide Telecommunication Services
until the earlier of (i) all FirstLink customers at the Property are provided
Telephone Service from another source or (ii) thirty (30) days from the date of
such termination. Upon termination or expiration of this Agreement for any
reason, FirstLink shall promptly take all actions necessary on its part to
return all Telephone Service to the Local Exchange Carrier so that there is no
interruption of telephone services to the tenants and, if requested by Owner,
shall use its reasonable efforts to make arrangements for assumption of cable
television service by a local franchise operator. The provisions of this
agreement necessary for such continued services shall remain effective.

(g) Upon termination of this Agreement for any reason, FirstLink, or any
designee of FirstLink, including without limitation, any party providing
financing to FirstLink, shall have the right, after providing Owner with written
notice of at least thirty (30) days, without further demand, to enter upon the
Property and to dismantle and remove or render inoperative any and all Excluded
Equipment.

13. ASSIGNMENT OF THE AGREEMENT. This Agreement and the rights hereunder
may be assigned by FirstLink to any majority-owned subsidiary of FirstLink or to
an affiliate or party acquiring all or substantially all of the assets of
FirstLink. Alternatively, the Agreement may be assigned by FirstLink to any
FirstLink subsidiary so long as FirstLink agrees in writing that it shall remain
liable for ail obligations arising under this Agreement. FirstLink may also
assign this Agreement to any party providing financing to FirstLink; provided
that such assignment shall not relieve FirstLink from its obligations hereunder
In connection with a sale or disposition of the Property, Owner shall require
any subsequent owner of the Property to assume this Agreement and the rights and
obligations of Owner accruing from and after the date of such assignment. Except
as otherwise provided above, FirstLink will not assign or otherwise transfer its
interest in this Agreement or in the System without Owner's prior written
consent, which will not be unreasonably withheld or delayed. Subject to the
foregoing, this Agreement shall be binding upon and shall inure to the benefit
of the successors and assigns of the respective parties to this Agreement.

Page 10
<PAGE>

that Owner grants to FirstLink under this Agreement; (iii) that the Property
is not presently part of bankruptcy proceeding, foreclosure action, or deed
in lieu of foreclosure transaction; (iv) Owner is not in default of any
mortgages or other encumbrances on the Property; and (v) no purchase
contracts presently exist as to the Property.

15. FIRSTLINK WARRANTY. FirstLink warrants that it will comply with all
laws and licensing requirements regarding the design and installation and
operation of the System as well as all building codes and regulations enforced
by the City of Portland building department, fire marshal or other appropriate
agencies of the City. Except as expressly stated in this Agreement, FirstLink
makes no representations or warranties regarding the System or the
provision of Telecommunication Services, express or implied, including, but not
limited to, any implied warranty of merchantability or fitness for a particular
purpose.

17. EMERGENCY CALLS. FirstLink will pass all "911" emergency calls through
the System to authorities using equipment and software for such "911" calls that
are in accordance with leading industry standards for telecommunication
providers to comparable apartment building complexes in Portland, Oregon, but
FirstLink, makes no warranty or guaranty of any nature as to the promptness or
adequacy of any response to any such emergency call. FirstLink assumes no
responsibility whatsoever for any actions with respect to emergency calls other
than as set forth above. In the event that the System has been adversely
affected by any situation described in Section 20, FirstLink shall have no
liability whatsoever for failure to pass on emergency telephone traffic.
FirstLink's E-9 11 service shall, in all events, provide the emergency services
operator with the apartment number of the caller, unless the necessary
technology cannot be supported by the Local Exchange Carrier.

Page 11

<PAGE>

their respective obligations under this Agreement; and (ii) Owner will
indemnify FirstLink for damages to the System as provided in Section 3 herein.

In addition, FirstLink agrees to indemnify, defend and hold harmless Owner
and Owner 5 partners, employees and agents from and against all damages,
losses, liabilities, costs, and expenses (including reasonable attorneys'
fees) resulting from claims made or causes of action asserted by third
parties (including, without limitation, residents of the Property) arising
out of or relating to (i) the performance by FirstLink (or its employees or
agents) of its obligations under this Agreement, (ii) the provision of
Telecommunication Services or (iii) compliance of FirstLink and/or the System
with applicable laws and regulations, except to the extent such matters are
attributable to the gross negligence or willful misconduct of Owner.

19. LIMITATION OF REMEDIES. Notwithstanding any other provision of this
agreement but without limiting the mutual indemnification in Section 18, neither
FirstLink nor Owner shall be liable to any third party for any incidental or
consequential damages, including but not limited to lost profits, of any nature
whatsoever or for the condition or repair of any telephone instrument or any
Property to which the System is attached.

21. MISCELLANEOUS.

(b) WAIVER. The failure by either party at any time to require performance
by the other party or to claim a breach of any provision of this Agreement shall
not be construed as

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<PAGE>

affecting any subsequent breach or the right to require performance or to
claim a breach with respect thereto.

(c) GOVERNING LAW. The rights and obligations of the parties and all
interpretations and performances of this Agreement shall be governed in all
respects by the laws of the State of Oregon.

(d) NOTICES. Any notice to be given by either party to the other shall be
in writing and either personally delivered or sent by certified mail, return
receipt requested, to the addresses of the Owner and FirstLink provided below.
Notices shall be deemed given when received or refused. Each party may change
its address for notice to it by notice in accordance with the foregoing
provisions.

<TABLE>
<S> <C>
FIRSTLINK: OWNER:

FirstLink Communications, Inc. Lloyd Place Apartments Limited Partnership
255 SW Harrison, Suite 1A c/o Enterprise Development
Portland, Oregon 97201 1750 SW Harbor Way, Suite 340
Facsimile: 503-306-4333 Facsimile: 503-224-1472
Telephone: 503-306-4444 Telephone: 503-241-1500
Attn: A. Roger Pease, CEO Attn: W. Earl Downs, President
</TABLE>

Page 13
<PAGE>

(g) AUTHORITY. Each individual signing this Agreement on behalf of a
corporation or partnership represents that he or she has the necessary authority
to execute this Agreement on behalf of such entity and that, in the case of a
corporation, all necessary corporate action has been taken approving the
execution of this Agreement.

Any person or entity executing this Agreement as "Owner" hereby represents and
warrants to FirstLink that it is fully authorized by Owner to execute this
Agreement and to bind Owner to the terms and obligations set forth in this
Agreement and the Owner is fully aware of the existence and contents of this
Agreement. Owner and any person or entity executing this Agreement on Owner's
behalf acknowledges that Owner shall be e5topped from claiming that this
Agreement was executed by a person or entity lacking actual authority to bind
Owner.

(h) FURTHER ASSURANCES. Upon the reasonable request of either party, the
other party shall promptly and, at its own expense, execute and deliver any
additional documents or take such actions, as may be reasonably necessary
(subject to any other agreement binding on either party) for the purpose of
evidencing or perfecting any rights or interest of either party arising under
this Agreement or arising under documents executed in accordance with this
Agreement.

(i) OVERDUE PAYMENTS. All payments that either party owes to the other
hereunder that are not paid when due shall bear interest from the due date until
fully paid at the rate of 9 percent per annum, but not in any event at a rate
greater than the maximum rate of interest permitted by law.

(j) TIME OF THE ESSENCE. Time is of the essence of the performance of this
Agreement.

(k) SUBORDINATION TO MORTGAGES. This Agreement is subordinate to any
existing trust deed or mortgage lien on the real property at which the Property
is situated. In addition, this Agreement shall be subordinate to the lien of any
trust deed, mortgage or other security instrument (collectively, "Mortgage")
hereafter placed upon the Building or Property, and to any and all advances made
on the security thereof, and to all renewals, modifications, consolidations,
replacements, and extensions thereof. If any such party elects (in its
discretion) to have this agreement prior to the lien of its Mortgage, and shall
give written notice thereof to Tenant, this Agreement shall be deemed prior to
such Mortgage held by such party so electing and will survive any termination of
Landlord's interest in the Property or under the Master Agreement, as

Page 14
<PAGE>

applicable, whether this Agreement is dated prior or subsequent to the date of
such Master Agreement or Mortgage or the date of recording thereof.

(l) Status Certificate. Within 10 days after receipt of written request,
either party shall deliver to the other a written statement confirming the
status of this Agreement, whether the Agreement is unmodified and in full force
and effect, and any other matters that may reasonably be requested, which
statement may be relied upon by third parties.

22. OPTION OF OWNER TO TERMINATE.

(a) TERMINATION BY OWNER. Owner will have the option to terminate this
Agreement at any time during the term of this Agreement, without the necessity
for "cause" or default or breach by FirstLink, provided that Owner follows the
procedures and satisfies the requirements of this Section 22. If Owner exercises
its right to terminate, then such termination will be effected by written notice
of termination of this Agreement to FirstLink at least sixty (60) days prior to
the effective date of such termination, and this Agreement shall terminate as of
the effective date for such termination stated in Owner's notice. In such
event, the parties will comply with the provisions and requirements of
paragraphs 22(b) through 22(d) below.

(b) CALCULATION OF TERMINATION PAYMENT. On the effective date for
termination of the Agreement, the residential telephone distribution System
and security system will be surrendered to and belong to Owner, and Owner
will pay to FirstLink as consideration therefor and in compensation for the
early termination of this Agreement the following as a termination fee: (a)
the ad1usted book value of the residential telephone distribution network
assuming amortization on a straight line basis over a ten (10) year term from
the date of installation of such network (except that the security system
shall be amortized over a fifteen (15) year term on a straight line basis);
and (b) the present value of the Net Operating Income (as defined below) that
FirstLink would reasonably have received for the remaining term of this
Agreement, calculated as provided in Section 22(c) below.

(c) CALCULATION OF TERMINATION FEE AND NET OPERATING INCOME. For purposes
of Section 22(b), the "Net Operating Income" for the remainder of the term of
this Agreement will be determined on a profit and loss basis, in accordance with
generally accepted accounting principles, using the higher of: (i) the net
operating income realized by FirstLink in connection with the provision of
services pursuant to this Agreement, on a profit and loss basis, in accordance
with

Page 15
<PAGE>

generally accepted accounting principles, in the last full calendar year; or
(ii) the average net operating income realized by FirstLink in connection
with the provision of services pursuant to this Agreement, on a profit and
loss basis, in accordance with generally accepted accounting principles, in
the last two full calendar years. The termination fee calculation will be
based on the assumption that FirstLink would have achieved the same amount of
Net Operating Income for the remainder of the term. If such termination
occurs before June 30, 1 998, the annual Net Operating Income will be
estimated based on projections for the Lloyd Place Apartments. The "present
value" of such Net Operating Income will be determined by discounting, to the
date of payment by Owner to FirstLink, the amount of Net Operating Income for
the remainder of the term, utilizing a discount rate equal to the higher of
the publicly announced prime (or reference} rate of interest of Wells Fargo
Bank (or if such designated bank's prime rate is not publicly available, then
the prime rate of such other regional or national bank as the parties
mutually approve, for purposes of the above calculation).

FirstLink will provide, upon request after the completion of installation of the
telephone distribution System and security system, a written statement,
certified by FirstLink, as to the original cost and book value of the telephone
distribution System and security system. In addition, within 30 days after
notice at any time during the term of this Agreement, Owner may request, and
FirstLink will promptly provide within such 30 day period a statement of the Net
Operating Income of FirstLink for the last two calendar years. Owner will have
reasonable rights of examination or audit of FirstLink' s records and
County/State/Federal tax returns to verify the calculation of Net Operating
Income in connection with any exercise of Owner's right to terminate.

(d) SURRENDER OF PROPERTY. In the event of termination under this Section
22, Owner and FirstLink shall have no further rights, duties or obligations
under this Agreement from and after the effective date of termination, except
that Owner will make the payment described in Section 22(b). No provision of
this Section 22 or of this Agreement will be deemed to require a payment to
FirstLink under this Section 22 in connection with any termination of this
Agreement for FirstLink's default or material breach of the Agreement or on any
voluntary surrender or other termination pursuant to any other Section of the
Agreement (other than this Section 22).

This Agreement has been signed and delivered as of the above date.

FIRSTLINK: OWNER:

Page 16
<PAGE>

By: /s/ A. ROGER PEASE By: /s/ JON McCEMTAST JR
----------------------------- ------------------------------
Title: CEO Title: Partner

Page 17

<PAGE>

JOINDER BY PARAGON

By execution below, the undersigned ("Paragon") agrees to provide cable
television services to the Property for the benefit of Owner and to join
with FirstLink Communications, Inc. for purposes of agreeing to the
provisions of the Agreement. Owner will permit Paragon to cure any default or
breach by FirstLink hereunder within the time periods provided herein, and
Paragon will be deemed a party to this Agreement as related to cable
television services. In the event FirstLink seeks to withdraw from this
Agreement, at Owner's option Paragon will assume, as of the date of such
withdrawal, the performance of: the obligations of FirstLink hereunder that
accrue from and after the date of such withdrawal as they relate to providing
cable television services.

PARAGON:
------------------------------------------------------

By: /s/ Freeman Kilpatrick
---------------------------------------------------

DATED: JULY 5, 1996
- ----------------------------

Page 18

<PAGE>
EXHIBIT A
[LOGO]
PARAGON
C A B L E

LLOYD PLACE APARTMENTS
CHANNEL LINE UP

2) Prevue Guide 39) Nickelodeon
3) C-Span 40) Arts and Entertainment
4) ABC 41) The Nashville Network
5) WGN 42) Video Hits One
6) CBS 43) SHOWTIME
7) TBS 44) SHOWTIME 2
8) NBC 45) HOME BOX OFFICE
9) Trinity Broadcasting 46) HOME BOX OFFICE 2
10) Oregon Public Broadcasting 47) Cinemax
11) Community Access 48) FIRST CHOICE 1
12) UPN 49) FIRST CHOICE 2
13) Fox 50) FIRST CHOICE 3
14) Lifetime 51) TURNER MOVIE CLASSICS
15) Prime Sports 52) THE MOVIE CHANNEL
16) ESPN 53) Mind Extension University
17) Turner Network Television 54) KBLE/EWTN
18) USA Network 55) Univision
19) FIRST CHOICE PAY-PER VIEW PREVIEWS 56) The Weather Channel
20) Sci-Fi 57) QVC Shopping
21) Multnoman County TV 98) CNBC
22) Home Shopping Network
23) The Learning Channel
24) Discovery Channel * INDICATES PREMIUM SERVICES
25) Music Television
26) American Movie Classics * INDICATES ALA CARTE SERVICES
27) Portland City TV PAY PER VIEW
28) THE DISNEY CHANNEL
29) CARTOON NETWORK ALL PREMIUM, ALA CARTE AND PAY PER
30) Government Access VIEW REQUIRE A CONVERTER BOX.
31) Community Education
32) Warner Bros.
33) Portland Cable Access
34) The Family Channel
35) Cable News Network
36) Headline News
37) Comedy Central
38) Black Entertainment T

<PAGE>

SECURITY SYSTEM DESCRIPTION EXHIBIT B

The telephone entry and close circuit television system equipment list is as
follows:

TELEPHONE ENTRY SYSTEM by DoorKing Inc. - Model 1814

Includes 2 hands free LCD display entry controls and 2 flush mount trim kits

DoorKing's model 1814 combines the telephone entry system and electronic
directory into a single compact unit. The 20 character alpha numeric super
twist LCD display can be seen in sunlight, is easily readable from side and
top views, does not require any cooling fans or sunscreens, and
eliminates the need for additional add-on directories. To operate the
system a visitor simply uses the big A and Z push buttons to scan through the
alphabetically sorted directory. Holding either of the scroll buttons down
will cause the directory to scan rapidly, while pressing and releasing the
scroll buttons will scroll one name at a time. Once the tenants name is
displayed, the visitor simply presses the CALL button to establish
communication. Tenants can grant the visitor access by simply pressing 9 on
their telephone. The 1814 utilizes a state of the art microprocessor control
board, and uses full duplex circuitry for crystal clear two way voice
communication.

Features include:

1. One touch calling - The visitor simply presses the CALL button after
locating the name in the directory to establish communication.

2. The single line LCD display features easy to read 1/2 inch characters.

3. The full duplex communication is hands free.

4. The user programmable message scrolls from right to left when the
system is not in use.

5. A metal keypad and push buttons.

6. A 2 year limited warranty

<PAGE>

CLOSED CIRCUIT VIDEO SECURITY SYSTEM by SANYO

The closed circuit video security system consists of (8) 1/2 inch black and
white CCD cameras with high-resolution picture and back light compensation, 2
black and white 12" monitors, 8 auto iris lenses, 8 (environmentally
protected) camera enclosures and 8 camera mounts

VIDEO CAMERAS by Sanyo - Model VCB-3524 Features include:

1. A 1/2 inch CCD Image Sensor with approximately 410,000 picture
elements that uses the interline transfer method to deliver low-smear,
anti-bloom images with low-lag delivery, all with virtually no burn-in
and no geometric distortion

2. A high resolution picture, with more than 570 lines of horizontal
resolution, provides sharp, clear images.

3. A minimum light requirement of 0.09 lux with an fO.95 lens and a 0.15
lux with an fl.2 lens delivers excellent low-light images even under
incandescent illumination.

4. The backlight compensation activates automatically with auto-iris lens
to increase the exposure level when the background is brighter than
the subject. Backlight compensation allows more light to reach the
image sensor so that faces and the foreground will appear clearer and
brighter

5. An electronic auto-iris helps assure proper exposure under variable
lighting conditions indoors

6. The CS/C-Mount lens includes a built-in CS-Mounting or Mounting with a
supplied adapter.

7. The camera is magnetic/electrostatically-shielded from interference
due to magnetic or electrostatic fields.

8. The solid-state components resist shock and vibration.

9. 24 Volt AC with Line-locked PLL 2:1 Interlace

<PAGE>

The Sanyo VCB-3524 camera has a compact, versatile design that includes a
metal cabinet, quick start, low power consumption and an adjustable
flanged-back adjustment mechanism.

Accessories include:
A protective lens cap, 4-pin iris plug and C-Mount Adaptor.

MONITORS by Sanyo - Model VM-55l2 Features include:

A 12-inch, 90-degree deflection angle CRT with over 900 lines of resolution,
15 MBZ bandwidth, Geornetric distortion Bridged video input/output with a 75
ohm termination switch and a modern metal cabinet design. The front panel
controls power, contrast, brightness, horizontal and vertical hold.

ADDITIONAL DETAIL TO FOLLOW

<PAGE>
EXHIBIT C

[LOGO]
PARAGON
C A B L E

EASEMENT FOR CABLE TELEVISION SERVICE

THIS EASEMENT, executed and given this 22nd day of May, 1996, by Lloyd
Place Apartments, Limited Partnership, hereinafter "Grantor" to KBL
Cablesystems Of The Southwest, d/b/a Paragon Cable, whose address is 3075 NE
Sandy Blvd., Portland, OR 97232, hereinafter "Grantee":
WITNESSETH:
That for and in consideration of the sum of one dollar ($1.00) and other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged:
1. Grantor does hereby grant, sell and convey to Grantee an easement and
right of way to install, construct, operate, maintain, repair, replace and
remove such cable television cables, lines and other telecommunications or
ancillary equipment and facilities as Grantee deems necessary or convenient for
the provision of cable communications and other television or telecommunications
services to occupants of the real property located at 1411 NE 16th Avenue,
Portland, OR 97232 and described in Exhibit "A", below or attached hereto (the
"Premises"), together with rights of ingress and egress on and over the Premises
as necessary for the use and enjoyment of the said easement.
2. This easement shall remain in full force and effect 508 total cable
television outlets for fifteen years.
3. Grantor shall acquire no right, title or interest in any cable
television lines, equipment or facilities placed on, over or under the Premises
pursuant to this easement. All cable communications equipment and facilities
constructed or installed by Grantee upon the Premises shall be and remain the
personal property of Grantee, unannexed and unattorned to the realty, unlienable
and unalienable by Grantor, it's heirs, successors and assigns, and removable or
replaceable by Grantee at any time without notice in Grantee's sole and absolute
discretion.
4. This Grant of Easement shall inure to the benefit of and be binding
upon Grantor and Grantee and their respective heirs, executors, successors and
assigns.

IN WITNESS WHEREOF. Grantor has caused this instrument to be executed the
day and year first above written.
BY:
--------------------------------
STATE OF OREGON )
)ss:
COUNTY OF MULTNOMAH

Before me _________________________, a notary public, personally appeared
_________________ known to me (or proved to me on the oath of ) to be the
person whose name is subscribed to the foregoing instrument, and known to me to
be the___________________ (title) of __________________________ a(corporation)
(partnership) and acknowledged to me that he/she executed said instrument for
the purposes and consideration therein expressed, and as the act of said
(corporation) (partnership).

Given under by hand and seal this ____ day of _____________, 199__.

---------------------------------
Notary Public

<PAGE>

[LOGO]
PARAGON
C A B L E

EXHIBIT 'C'

Door Entry and Security System Specifications

CAMERA System

9 Sanyo B & W Hi Res Lo Light Sanyo Cameras
7 Rainbo Manual Lenses, 35 mm
5 Pelco Environmental Housing Units
1 Pelco Low Profile Ceiling Enclosure
5 Pelco Wall Mounts
3 Pelco Light Duty Indoor Scanners
3 Pelco Wall Mounts
1 16 inch, Sanyo B & W Monitor
1 Sanyo TLS Time Lapse Recorder
2 Covert Camera Enclosures
2 Rainbo Manual lenses, 16 mm

Door Entry System

2 Door King Entry Controls Item # 1815
2 Flush Mount Trim Kits
2 Von Duprin Door Strikes
I Altron Multi Camera Power Supply
L GYYR 9 CAMERA Multiplexer

This list of equipment supersedes the list in exhibit "B", but does not
supersede any additional cable television and telephone installation in
exhibit "B."

Approved by;

/s/ Earl Downs 9-13-96
- --------------------------------------------------------
W. Earl Downs, President Date
Enterprise Development Corporation

<PAGE>

Exhibit No. 10.7.1 Telecommunications Services Agreement between Registrant
and Harsch Investment Corp. (King Tower Apartments).

Certain information in this exhibit has been omitted pursuant to Rule 406
of the Securities Act. Omitted information is designated by "*".

<PAGE>

FIRSTLINK COMMUNICATIONS, INC.

AND

HARSCH INVESTMENT CORP.

KING TOWER APARTMENTS AND PORTLAND TOWERS APARTMENTS

TELECOMMUNICATIONS SERVICES AGREEMENT

This agreement ("Agreement") is entered into as of November 18 1996, by and
between FirstLink Communications, Inc., an Oregon corporation ("FirstLink"), and
Harsch Investment Corp., an Oregon corporation ("Owner")

1. PROPERTIES. Owner owns the multi-family residential complexes
commonly known as King Tower Apartments, located at 901 SW King, Portland
Oregon, which consists of 190 living units, and Portland Towers Apartments,
located at 950 SW 21st Street, Portland, Oregon, which consists of 180 living
units (together known as "the Properties").

2. GRANT OF RIGHTS.

(a) Owner grants FirstLink the sole and exclusive right, except as
provided in the last sentence of clause (b) below, to install, own, operate,
replace and maintain the System on, off and through the Properties and the sole
and exclusive right to provide Telecommunication Services to residents of the
Properties. "System" shall mean all electronic devices, cable, wire, hardware,
software and other material used to transmit and receive two-way voice and data
communications, telephone service ("Telephone Service"), multi-channel TV, video
on demand, audio on demand, voice mail, data services and other means of two-way
communication distribution, whether now existing or hereafter developed
(collectively "Telecommunication Services") as between the Properties and the
local and/or long distance telephone networks or other outside distributor of
these and other services.

It is anticipated that Telephone Services will include local and long
distance calling, multi-channel television, voice mail and calling features such
as conference calling, call waiting and call forwarding. Additional services
will be added from time to time, as available and as warranted by tenant demand.
Such additional Telecommunication Services may include: video conferencing,
on-line computer services, electronic mail, wireless services (such as cellular
telephone) and other types of services. There can be no assurance that any or
all of the above

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<PAGE>

additional services will be made available. Their availability is dependent upon
many variables and factors beyond FirstLink's control. Such factors include,
but are not limited to, technical feasibility, economic, regulatory and market
considerations.

(b) In consideration of the substantial investment made by FirstLink in
the System, Owner agrees that it will not grant access to the Properties to any
person or entity, other than FirstLink, for the purpose of operating or
maintaining the System, or permit the installation, maintenance or operation at
the Properties of any other equipment, wire, cable, or material by any person or
entity that similarly provides Telecommunication Services. So long as it is a
requirement of law that a local telephone company also serve the Properties,
this exclusivity provision shall not deny such local telephone company the right
to serve residents of the Properties.

3. SYSTEM EXPENSES. Other than as set forth herein, FirstLink shall
bear all expenses to install, operate, maintain and repair the System including
wiring within each apartment. Owner shall, at Owner's expense and cost, provide
electrical power to the System and shall pay for any damage to the System caused
by the negligence or misconduct of Owner or Owner's agent(s) or employees. For
the purposes of this Agreement, "System Site" shall mean an adequate and secure
space at each of the Properties to house FirstLink's System equipment, which
shall consist of a rent-free, locked room meeting FirstLink's specifications.
FirstLink will pay for constructing such a room if one does not exist. Owner
hereby grants FirstLink and its authorized personnel access to the Properties
for any reasonable purposes related to this Agreement including the installation
of cabling or microwave equipment to interconnect buildings and to connect to
other telecommunication systems and grants specific rights to FirstLink to use
both existing coaxial and twisted pair cabling in the Properties. FirstLink
agrees to notify the Facility Manager when either FirstLink or its authorized
personnel are on-site.

4. TERM. The term of this Agreement shall be * years from the date
hereof. The original term maybe renewed for up to * additional periods of *
years each at the same terms and conditions upon written notice of at least 180
days prior to the end of the original term or any renewal term. Owner has the
right to cancel this agreement with 180 days notice at each anniversary date.

5. INSTALLATION. FirstLink shall commence installation of the System
as soon as practicable and in a manner that minimizes interruption of existing
communication services. In no

Page 2
<PAGE>

event shall FirstLink interrupt service provided by US West for those tenants
choosing to remain connected to US West. Telecommunication Services to the
Properties shall commence no later than 180 days from commencement of
installation. FirstLink shall give Owner at least ten (10) days notice prior to
the commencement of installation. FirstLink may subcontract activities related
to the installation of the System, but shall be responsible for any and all acts
and/or omissions by any subcontractor.

7. SERVICE TO TENANTS. FirstLink shall provide Telephone Service and
other Telecommunication Services offered through the System to each resident
requesting them. FirstLink's obligation to provide or continue Telecommunication
Services shall be contingent on the resident paying service charges and meeting
other reasonable requirements as are established by FirstLink from time to time.
Residents electing to receive Telecommunication Services offered by FirstLink
shall do so through the execution and delivery to Owner or FirstLink of a Tenant
Services Agreement in the form provided, from time to time, from FirstLink to
Owner. Owner shall promptly provide such executed documents to FirstLink.
Residents requesting Telecommunication Services shall be charged and billed
individually for connection to the System and for service at standard rates
established solely by FirstLink from time to time unless prohibited by
applicable law or regulation. FirstLink shall be solely responsible for
invoicing, collections and bad debts related to provision of Telecommunication
Service to residents.

FirstLink shall at all times keep the rates charged Owner's tenants competitive
with like-kind companies offering similar services. Owner's properties shall at
no time be significantly disadvantaged to other buildings offering similar
services. FirstLink further guarantees to continuously offer first class
service, with prompt response to service calls, change in service requests, and
to maintain their equipment and installations in a first class condition.
FirstLink further guarantees to at all times compete with like-kind companies
with the latest technology and service packages. If FirstLink fails to perform
according to the foregoing, Owner may cancel this

Page 3

<PAGE>

Agreement after thirty (30) day notice to cure. If FirstLink disagrees with
Owner's interpretation of the quality of FirstLink's service, both parties
hereby agree to arbitrate the dispute.

Both parties agree that neither the Owner nor the Owner's agent shall have
any liability regarding the number of residents electing to use
Telecommunications Services.

8. COMMISSIONS. Owner shall be entitled to Commissions according to the
following schedule:

Penetration Rate Commission Percent
- --------------------------------------------------------------------------------
* *

Commissions are paid on all gross revenues actually collected for telephone or
cable television services provided to each living unit served by FirstLink
hereunder. For telephone and cable television service penetration rate is the
number of living units subscribing to FirstLink's services divided by the total
number of living units in the Property at the start of the quarter for which
commissions are payable. All commi5sion payments hereunder will be paid
quarterly in arrears within thirty days of each quarter end.

9. ADDITIONAL OBLIGATIONS OF FIRSTLINK. FirstLink shall:

(a) Make a customer service representative available to receive service
requests or inquiries from Owner or residents and insure that it responds to
service requests within four (4) hours of receipt. Routine maintenance services
shall be performed by FirstLink during its normal working hours. A technician
shall arrive at the Properties to commence maintenance services promptly after
request by a customer of such services, provided however, where such requests
are made on, or on a day preceding a Saturday, Sunday or holiday, FirstLink's
system technician shall arrive at the Properties to commence maintenance
services on the next normal working day. A technician shall be dispatched within
four (4) hours of receipt of an emergency service request or notification of a
service problem affecting more than one resident.

Page 4

<PAGE>

(b) Provide Owner with marketing materials, sales support and sales
training to enable Owner and Owner's employees to market Telecommunications
Services in accordance with Section 10(b);

(d) Repair or replace any damage to the Properties resulting from
Installation, operation, or removal of the System or any other acts by FirstLink
to the satisfaction of the Owner and restore Properties to their original
condition;

(e) Comply with all applicable regulatory requirements relating to the
provision of the Telecommunication Services provided by FirstLink as may be in
effect from time to time;

(f) Maintain the System in good order, condition and repair; and

(g) Provide Owner with business Telephone Services at the Properties.
Owner will pay the installation costs for providing such business Telephone
Services and will provide, at its own cost, all necessary ancillary hardware
such as keysets and operator consoles for the dedicated use of the Owner; such
costs will be reasonable and reflect customary installation charges for business
telephone systems.

(h) Pay all taxes resulting from the ownership or operation of System
and service.

10. OBLIGATIONS OF OWNER. Owner shall:

(a) Make the System Site available on a rent-free basis to FirstLink
during the term of this Agreement. The construction and location of the
System Site shall be as Owner and FirstLink reasonably agree, sub~1ect to
technical and regulatory requirements as determined by FirstLink. FirstLink
shall have twenty-four hour, seven day a week access to the System Site, and
Owner 5 employees and agents shall not disturb the System. It is understood
that Owner currently has no emergency power generator at the Properties.
FirstLink's system at each System Site will include backup battery capacity
of 3.3 10.0 hours depending on resident load. If power is interrupted to the
System, a FirstLink technician will be automatically paged, allowing
sufficient time for a

Page 5
<PAGE>

portable generator to be delivered to the System Site to provide temporary power
until normal power Is restored.

(b) Use reasonable efforts to encourage its staff, agents and
representatives to encourage and promote the use of the Telecommunications
Services to residents and prospective residents as part of the amenities
provided by Owner at the Properties. Owner consents to FirstLink's use of
incentives and incentive programs with management personnel, leasing staff and
other personnel at the Properties for the purpose of promoting the System and
Telecommunication Services provided through the System. Such incentives will be
paid directly by FirstLink to the recipients, Owner's staff will present the
telecommunications service agreement and related information to prospective
tenants with the objective of securing sales. It is envisioned that this selling
process will require a minimal amount of time on behalf of Owner's staff. If
owner determines that FirstLink incentives or incentive programs are causing
Owner's personnel to spend excessive time promoting FirstLink services, Owner
may request FirstLink to modify or cease such incentives or incentive programs,
such request to be not unreasonably made. Upon such reasonable request by Owner
FirstLink will modify or cease such incentives or incentive programs. If tenants
have additional questions or require additional information, their sales lead
will be referred to FirstLink staff who will be responsible for responding to
customer inquiries and securing any resulting sales. FirstLink will also be
fully responsible for the initial sales conversion process;

(c) Promptly provide to FirstLink requested specifications on the
Properties, such as wiring schematics and/or building diagrams, a current
list of residents, addresses and their telephone numbers and other specific
information regarding resident transactions, such as rentals, move-ins,
move-outs, transfers, Tenents to vacate, and the entering into or termination
of leases and other information necessary to market and operate the
System and provide the Telecommunications services according to this
Agreement or to comply with governmental or Utility Commission rules as may
be determined by FirstLink Telephone numbers of residents are to be kept
confidential by FirstLink and used for operational - not marketing - purposes
(such as determining whether a resident can retain a previous telephone
number).

(d) Cooperate with FirstLink in obtaining permits, consents, licenses
and any other requirements which may be necessary for FirstLink to install and
operate the System and furnish the Telecommunications Services; provided that
FirstLink shall pay all reasonable costs of the

Page 6

<PAGE>

Owner associated therewith except that Owner will pay installation costs as
described in Section 9(g);

(e) Provide reasonable access to the Properties to FirstLink and its
employees and agents to enable FirstLink to perform the activities contemplated
by or necessary under this Agreement including access for the purpose of
soliciting customers.

11. INSURANCE. FirstLink shall carry and maintain liability insurance
of $1,000,000 naming Owner and Owner's agent as additional insured covering
personal injury and property damage that may be caused to person(s), the
Properties or their contents, by the System or FirstLink's employees or agents.
Owner and FirstLink each waive any right of recovery against each other for any
claims that may be brought for any loss that is covered by insurance upon or
relating to the Properties or the System to the extent of the actual proceeds
received by waiving party. Owner shall carry and maintain general liability
insurance related to the Properties.

12. TERMINATION OF THE AGREEMENT.

(a) This Agreement may be terminated by either party if there has been a
material breach of the terms of this Agreement by the other party and if within
forty-five (45) days after receiving notice of such breach from the party
seeking to terminate, such breach has not been cured.

(b) FirstLink may terminate this Agreement, or discontinue the provision
of any Telecommunications Services provided hereunder, if in the sole discretion
of FirstLink, it ceases to be feasible for legal, economic or regulatory reasons
to provide Telecommunications Services to the Properties; provided that
FirstLink provides forty-five (45) days written notice to Owner.

(c) Any termination of this Agreement shall be effective as of the date
of termination, but FirstLink shall continue to provide Telecommunications
Services until the earlier of (i) all FirstLink customers at the Properties are
provided Telephone Service from another source or (ii) thirty (30) days from the
date of such termination. The provisions of this agreement necessary for such
continued services shall remain effective.

(d) Upon termination of this Agreement for any reason, FirstLink, or any
designee of FirstLink, including without limitation, any party providing
financing to FirstLink, shall have the right, after providing Owner with written
notice of at least forty-five (45) days, without further

Page 7

<PAGE>

demand, to enter upon the Properties and to dismantle and remove or render
inoperative any and all equipment or other property comprising the System so
long as such right shall conform to Sections 9 (d) and 12 (c) herein.

14. OWNER WARRANTIES; INFORMATION. Owner warrants that (i) it has full
power and authority to grant to FirstLink the exclusive rights set forth in this
Agreement, (ii) that no party holds any rights or interests with respect to the
Properties that conflict with any rights or interests that Owner grants to
FirstLink under this Agreement; (iii) that the Properties is not presently part
of bankruptcy proceeding, foreclosure action, or deed in lieu of foreclosure
transaction; (iv) Owner is not in default of any mortgages or other encumbrances
on the Properties; and (v) no purchase contracts presently exist as to the
Properties.

15. FIRSTLINK WARRANTY. FirstLink warrants that it will comply with all
laws and licensing requirements concerning the installation and operation of the
System. Except as expressly stated in this Agreement, FirstLink makes no
representations or warranties regarding the System, express or implied,
including, but not limited to, any implied warranty of merchantability or
fitness for a particular purpose.

Page 8

<PAGE>

17. EMERGENCY CALLS. FirstLink will use its reasonable best efforts to
pass all "911" emergency calls through the System to authorities but makes no
warranty or guaranty of any nature as to the promptness or adequacy of any
response to any such emergency call. FirstLink assumes no responsibility
whatsoever for any actions with respect to emergency calls other than to use its
reasonable 6est efforts to pass such traffic to authorities through the System.
In the event that the System has been adversely affected by any situation
described in Section 21, FirstLink shall have no liability whatsoever for
failure to pass on emergency telephone traffic.

18. INDEMNIFICATION. Subject to the provisions set forth in Section 19
below, (i) FirstLink and Owner hereby agree to indemnify, defend and hold each
other (and each other's officers, directors, owners, employees, and agents)
harmless from and against all claims, losses and liabilities in any way relating
to, growing out of, or resulting from a material breach of each of their
respective obligations under this Agreement ; and (ii) Owner will indemnify
FirstLink for damages to the System as provided in Section 3 herein.

In addition, FirstLink agrees to indemnify, defend and hold harmless Owner and
Owner's partners, employees, agents and successors from and against all damages,
losses, liabilities, costs, and expenses (including reasonable attorneys' fees)
resulting from claims made or causes of action asserted by third parties
(including, without limitation, residents of the Properties) arising out of or
relating to (i) the performance by FirstLink (or its employees or agents) of its
obligations under this Agreement, (ii) the provision of Telecommunications
Services or (iii) compliance of FirstLink and/or the System with applicable laws
and regulations, except to the extent such matters are attributable to the gross
negligence or willful misconduct of Owner.

19. LIMITATION OF REMEDIES. Notwithstanding any other provision of this
agreement but without limiting the mutual indemnification in Section 18, neither
FirstLink nor Owner shall be liable to any third party for any incidental or
consequential damages, including but not limited to lost profits, of any nature
whatsoever or for the condition or repair of any telephone instrument or any
property to which the System is attached.

Page 9

<PAGE>

accordance with the then existing rules of practice and procedure established by
the Arbitration Chapter of the Uniform Trial Court Rules as then in effect in
the State of Oregon, and judgment upon any award rendered by the arbitrator may
be entered by any state or federal court having jurisdiction thereof. If the
parties cannot mutually agree on an arbitrator, either party may petition the
Presiding Judge of the Multnomah County Circuit Court to appoint an arbitrator.
The arbitrator shall award attorney's fees and costs of the arbitration
procedure to the prevailing party. Both parties acknowledge that they are
giving up their right to have any such claim decided in a court of law before a
judge or jury, and hereby waive all rights to appeal.

21. FORCE MAJEURE. If the performance of any of the obligations under
this Agreement is interfered with by any reason or any circumstances beyond the
reasonable control of the parties, including, but not limited to, fire,
earthquake, storm, volcanic eruption, explosion, power failure or power surge,
acts of God, war, revolution, civil commotion, or requirement of any government
or legal body or any representative of any such government or legal body, labor
unrest, including but not limited to, strikes, slowdowns, picketing or boycotts,
then the parties shall be excused from performance on a day-by-day basis to the
extent of such interference.

22. MISCELLANEOUS.

(b) WAIVER. The failure by either party at any time to require
performance by the other party or to claim a breach of any provision of this
Agreement shall not be construed as affecting any subsequent breach or the right
to require performance or to claim a breach with respect thereto.

(c) GOVERNING LAW. The rights and obligations of the parties and all
interpretations and performances of this Agreement shall be governed in all
respects by the laws of the State of Oregon.

(d) NOTICES. Any notice to be given by either party to the other shall
be in writing and either personally delivered or sent by certified mail, return
receipt requested, to the addresses of the Owner and FirstLink provided below.
Notices shall be deemed given when received or

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<PAGE>

refused. Each party may change its address for notice to it by notice in
accordance with the foregoing provisions.

FIRSTLINK: OWNER:

<S> <C>
FirstLink Communications, Inc. Harsch Investment Corp.
255 SW Harrison, Suite lA 1121 SW Salmon Street
Portland, Oregon 97201 Portland, Oregon 97205
Facsimile: 503-306-4333 Facsimile: 503-274-2093
Telephone: 503-306-4444 Telephone: 503-242-2900
Attn: A. Roger Pease, CEO Attn: Susan S. Bowlsby
</TABLE>

(g) AUTHORITY. Each individual signing this Agreement on behalf of a
corporation or partnership represents that he or she has the necessary authority
to execute this Agreement on behalf of such entity and that, in the case of a
corporation, all necessary corporate action has been taken approving the
execution of this Agreement.

Any person or entity executing this Agreement as "Owner" hereby represents and
warrants to FirstLink that it is fully authorized by Owner to execute this
Agreement and to bind Owner to the terms and obligations set forth in this
Agreement and the Owner is fully aware of the existence and contents of this
Agreement. Owner and any person or entity executing this Agreement on Owner's
behalf acknowledges that Owner shall be estopped from claiming that this
Agreement was executed by a person or entity lacking actual authority to bind
Owner.

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<PAGE>

(h) FURTHER ASSURANCES. Upon the reasonable request of either party, the
other party shall promptly and, at its own expense, execute and deliver any
additional documents or take such actions, as may be reasonably necessary
(subject to any other agreement binding on either party) for the purpose of
evidencing or perfecting any rights or interest of either party arising under
this Agreement or arising under documents executed in accordance with this
Agreement.

This Agreement has been signed and delivered as of the above date.

FIRSTLINK: OWNER:

By: /s/ A. Roger Pease By: /s/ ILLEGIBLE
------------------------------------ ----------------------------
Title: CEO Title: ILLEGIBLE
--------------------------------- -------------------------
11/19/96

Page 12

<PAGE>

Exhibit No. 10.8.1 Telecommunications Services Agreement between Registrant and
Harsch Investment Corp. (Park Plaza Apartments).

Certain information in this exhibit has been omitted pursuant to Rule 406
of the Securities Act. Omitted information is designated by "*".

<PAGE>
FIRSTLINK COMMUNICATIONS, INC.

AND

HARSCH INVESTMENT CORP.

PARK PLAZA APARTMENTS TELECOMMUNICATIONS SERVICES AGREEMENT

This agreement ("Agreement") is entered into as of September 25, 1997, by
and between FirstLink Communications, Inc., an Oregon corporation ("FirstLink"),
and Harsch Investment Corp., an Oregon corporation ("Owner").

1. PROPERTIES. Owner owns the multi-family residential complex commonly
known as Park Plaza Apartments located at 1969 SW Park Street, Portland, Oregon
which consists of 149 units ( "the Property").

2. GRANT OF RIGHTS.

(a) Owner grants FirstLink the sole and exclusive right, except as
provided in the last sentence of clause (b) below, to install, own, operate,
replace and maintain the System on, off and through the Properties and the sole
and exclusive right to provide Telecommunication Services to residents of the
Properties. "System shall mean all electronic devices, cable, wire, hardware,
software and other material used to transmit and receive two-way voice and data
communications, telephone service ("Telephone Service"), multi-channel TV, video
on demand, audio on demand, voice mail, data services and other means of two-way
communication distribution, whether now existing or hereafter developed
(collectively "Telecommunication Services") as between the Properties and the
local and/or long distance telephone networks or other outside distributor of
these and other services.

Harsch Investment Telecommunications Services Agreement Page 1

<PAGE>

and factors beyond FirstLink's control. Such factors include, but are not
limited to, technical feasibility, economic, regulatory and market
considerations.

(b) In consideration of the substantial investment made by FirstLink in
the System, Owner agrees that IT will not grant access to the Properties to any
person or entity, other than FirstLink, for the purpose of operating or
maintaining the System, or permit the installation, maintenance or operation at
the Properties of any other equipment, wire, cable, or material by any person or
entity that similarly provides Telecommunication Services. So long as it is a
requirement of law that a local telephone company also serve the Properties,
this exclusivity provision shall not deny such local telephone company the right
to serve residents of the Properties.

3. SYSTEM EXPENSES. Other than as set forth herein, FirstLink shall bear
all expenses to install, operate, maintain and repair the System including
wiring within each apartment. Owner shall, at Owner's expense and cost, provide
electrical power to the System (except emergency power generator costs) and
shall pay for any damage to the System caused by the negligence or misconduct of
Owner or Owner's agent(s) or employees. For the purposes of this Agreement,
"System Site" shall mean an adequate and secure space at each of the Properties
to house FirstLink's System equipment, which shall consist of a rent-free,
locked room meeting FirstLink's specifications. FirstLink will pay for
constructing such a room if one does not exist. Owner hereby grants FirstLink
and its authorized personnel access to the Properties for any reasonable
purposes related to this Agreement including the installation of cabling or
microwave equipment to interconnect buildings and to connect to other
telecommunication systems and grants specific rights to FirstLink to use both
existing coaxial and twisted pair cabling in the Properties. FirstLink agrees to
notify the Facility Manager when either FirstLink or its authorized personnel
are on-site.

4. TERM. The term of this Agreement shall be * years from the date
hereof. The original term maybe renewed for up to * additional periods of -
years each at the same terms and conditions upon written notice of at least 180
days prior to the end of the original term or any renewal term. Owner has the
right to cancel this Agreement within 90 days of receipt of FirstLink's renewal
notice to be effective on the anniversary date

Harsch Investment Telecommunications Services Agreement Page 2

<PAGE>

connected to US West. Telecommunication Services to the Properties shall
commence no later than 180 days from commencement of installation. FirstLink
shall give Owner at least ten (10) days notice prior to the commencement of
installation. FirstLink may subcontract activities related to the installation
of the System, but shall be responsible for any and all acts and/or omissions by
any subcontractor.

6. OWNERSHIP AND CHARACTER OF THE SYSTEM. Except as otherwise stated
herein which includes pre-existing coaxial and twisted pair cabling, the System,
including any alterations and attachments, shall at all times remain the sole
property of FirstLink. It is the intention of the parties that the System, and
every component of the System, shall retain its character as personal property
following the installation of the System on the Properties, and shall not be
deemed to be a fixture constituting a part of the Properties. No part of the
System shall be or become subject to any mortgage, deed of trust or lien upon
the Properties.

7. SERVICE TO TENANTS. FirstLink shall provide Telephone Service and
other Telecommunication Services offered through the System to each resident
requesting them. FirstLink's obligation to provide or continue Telecommunication
Services shall be contingent on the resident paying service charges and meeting
other reasonable requirements as are established by FirstLink from time to time.
Residents electing to receive Telecommunication Services offered by FirstLink
shall do so through the execution and delivery to Owner or FirstLink of a Tenant
Services Agreement in the form provided, from time to time, from FirstLink to
Owner. Owner shall promptly provide such executed documents to FirstLink.
Residents requesting Telecommunication Services shall be charged and billed
individually for connection to the System and for service at standard rates
established solely by FirstLink from time to time unless prohibited by
applicable law or regulation. FirstLink shall be solely responsible for
invoicing, collections and bad debts related to provision of Telecommunication
Service to residents.

Harsch Investment Telecommunications Services Agreement Page 3

<PAGE>

Agreement after thirty (30) day notice to cure. If FirstLink disagrees with
Owner's interpretation of the quality of FirstLink's service, both parties
hereby agree to arbitrate the dispute.

Both parties agree that neither the Owner nor the Owner's agent shall have any
liability regarding the number of residents electing to use Telecommunications
Services.

8. COMMISSIONS. Owner shall be entitled to Commissions according to the
following schedule:

Penetration Rate Commission Percent
- -------------------------------------------------------------------------------
<S> <C>
* *

</TABLE>

Commissions are paid on all gross revenues actually collected for
telecommunications services, including internet access services, calling
cards, paging services, and cellular services provided to each living unit
served by FirstLink hereunder. Penetration rate is the number of living
units subscribing to any of FirstLink's services divided by the total number
of living units in the Property at the start of the quarter for which
commissions are payable. All commission payments hereunder will be paid
quarterly in arrears within thirty days of each quarter end.

9. ADDITIONAL OBLIGATIONS OF FIRSTLINK. FirstLink shall:

(a) Make a customer service representative available to receive service
requests or inquiries from Owner or residents and insure that it responds to
service requests within four (4) hours of receipt. Routine maintenance services
shall be performed by FirstLink during its normal working hours. A technician
shall arrive at the Properties to commence maintenance services promptly after
request by a customer of such services, provided however, where such requests
are made on, or on a day preceding a Saturday, Sunday or holiday, FirstLink's
system technician shall arrive at the Properties to commence maintenance
services on the next normal working day. A technician shall be dispatched within
four (4) hours of receipt of an emergency service request or notification of a
service problem affecting more than one resident.

Harsch Investment Telecommunications Services Agreement Page 4

<PAGE>

(b) Provide Owner with marketing materials, sales support and sales
training to enable Owner and Owner's employees to market Telecommunications
Services in accordance with Section 10(b);

(d) Repair or replace any damage to the Properties resulting from
installation, operation, or removal of the System or any other acts by FirstLink
to the satisfaction of the Owner and restore Properties to their original
condition;

(e) Comply with all applicable regulatory requirements relating to the
provision of the Telecommunication Services provided by FirstLink as may be in
effect from time to time;

(f) Maintain the System in good order, condition and repair; and

(h) Pay all taxes resulting from the ownership or operation of System and
service.

10. OBLIGATIONS OF OWNER. Owner shall:

(a) Make the System Site available on a rent-free basis to FirstLink
during the term of this Agreement. The construction and location of the
System Site shall be as Owner and FirstLink reasonably agree, sub1ect to
technical and regulatory requirements as determined by FirstLink. FirstLink
shall have twenty-four hour, seven day a week access to the System Site, and
Owner's employees and agents shall not disturb the System. It is understood
that Owner currently has no emergency power generator at the Properties.
FirstLink's system at each System Site will include backup battery capacity
of 3.3 - 10.0 hours depending on resident load. If power is interrupted to
the System, a FirstLink technician will be automatically paged, allowing
sufficient time for a

Harsch Investment Telecommunications Services Agreement Page 5

<PAGE>

portable generator to be delivered to the System Site to provide temporary power
until normal power is restored.

(b) Use reasonable efforts to encourage its staff, agents and
representatives to encourage and promote the use of the Telecommunications
Services to residents and prospective residents as part of the amenities
provided by Owner at the Properties. Owner consents to FirstLink's use of
incentives and incentive programs with management personnel, leasing staff and
other personnel at the Properties for the purpose of promoting the System and
Telecommunication Services provided through the System. Such incentives will be
paid directly by FirstLink to the recipients. Owner's staff will present the
telecommunications service agreement and related information to prospective
tenants with the objective of securing sales. It is envisioned that this selling
process will require a minimal amount of time on behalf of Owner's staff. If
Owner determines that FirstLink incentives or incentive programs are causing
Owner's personnel to spend excessive time promoting FirstLink services, Owner
may request FirstLink to modify or cease such incentives or incentive programs,
such request to be not unreasonably made. Upon such reasonable request by Owner
FirstLink will modify or cease such incentives or incentive programs. If tenants
have additional questions or require additional information, their sales lead
will be referred to FirstLink staff who will be responsible for responding to
customer inquiries and securing any resulting sales. FirstLink will also be
fully responsible for the initial sales conversion process;

(c) Promptly provide to FirstLink requested specifications on the
Properties, such as wiring schematics and/or building diagrams, a current
list of residents, addresses and their telephone numbers and other specific
information regarding resident transactions, such as rentals, move-ins,
move-outs, transfers, intents to vacate, and the entering into or termination
of leases and other information necessary to market and operate the
System and provide the Telecommunications Services according to this
Agreement or to comply with governmental or Utility Commission rules as may
be determined by FirstLink . Telephone numbers of residents are to be kept
confidential by FirstLink and used for operational - not marketing - purposes
(such as determining whether a resident can retain a previous telephone
number).

Page 6

<PAGE>

Owner associated therewith except that Owner will pay installation costs as
described in Section 9(g).

11. INSURANCE. FirstLink shall carry and maintain liability insurance of
$1,000,000 naming Owner and Owner's agent as additional insured covering
personal injury and property damage that may be caused to person(s), the
Properties or their contents, by the System or FirstLink's employees or agents,
including but not limited to the duties described in paragraph 17. Owner and
FirstLink each waive any right of recovery against each other for any claims
that may be brought for any loss that is covered by insurance upon or relating
to the Properties or the System to the extent of the actual proceeds received by
waiving party. Owner shall carry and maintain general liability insurance
related to the Properties.

12. TERMINATION OF THE AGREEMENT.

(a) This Agreement may be terminated by either party if there has been a
material breach of the terms of this Agreement by the other party and if within
forty-five (45) days after receiving notice of such breach from the party
seeking to terminate, such breach has not been cured.

(b) FirstLink may terminate this Agreement, or discontinue the provision
of any Telecommunications Services provided hereunder, if in the sole discretion
of FirstLink, it ceases to be feasible for legal, economic or regulatory reasons
to provide Telecommunications Services to the Properties; provided that
FirstLink provides forty-five (45) days written notice to Owner.

(c) Any termination of this Agreement shall be effective as of the date of
termination, but FirstLink shall continue to provide Telecommunications Services
until the earlier of (i) all FirstLink customers at the Properties are provided
Telephone Service from another source or (ii) thirty (30) days from the date of
such termination. The provisions of this agreement necessary for such continued
services shall remain effective.

(d) Upon termination of this Agreement for any reason, FirstLink, or any
designee of FirstLink, including without limitation, any party providing
financing to FirstLink, shall have the

Page 7

<PAGE>

right, after providing Owner with written notice of at least forty-five (45)
days, without further demand, to enter upon the Properties and to dismantle
and remove or render inoperative any and all equipment or other property
comprising the System so long as such right shall conform to Sections 9 (d)
and 1 2 (c) herein.

15. FIRSTLINK WARRANTV. FirstLink warrants that it will comply with all
laws and licensing requirements concerning the installation and operation of the
System. Except as expressly stated in this Agreement, FirstLink makes no
representations or warranties regarding the System, express or implied,
including, but not limited to, any implied warranty of merchantability or
fitness for a particular purpose.

16. INDEPENDENT CONTRACTOR. FirstLink shall be and is an independent
contractor and Owner shall not control or direct the details and means by which
FirstLink performs its duties

Page 8

<PAGE>

under this Agreement. This Agreement shall not create the relationship of
employer and employee, a partnership or a joint venture.

17. EMERGENCY CALLS. FirstLink will use its commercially reasonable best
efforts to pass all "911" emergency calls through the System to authorities and
to assure identity of each dwelling unit placing such call but makes no warranty
or guaranty of any nature as to the promptness or adequacy of any response to
any such emergency call. FirstLink assumes no responsibility whatsoever for any
actions with respect to emergency calls other than to use its reasonable best
efforts to pass such traffic to authorities through the System. In the event
that the System has been adversely affected by any situation described in
Section 2 1, FirstLink shall have no liability whatsoever for failure to pass on
emergency telephone traffic.

18. INDEMNIFICATION. Subject to the provisions set forth in Section 19
below, (i) FirstLink and Owner hereby agree to indemnify, defend and hold each
other (and each other's officers, directors, owners, employees, and agents)
harmless from and against all claims, losses and liabilities in any way relating
to, growing out of, or resulting from a material breach of each of their
respective obligations to the other under this Agreement ; and (ii) Owner will
indemnify FirstLink for damages to the System as provided in Section 3 herein.

In addition, FirstLink agrees to indemnify, defend and hold harmless Owner and
Owners partners, employees, agents and successors from and against all damages,
losses, liabilities, costs, and expenses (including reasonable attorneys' fees)
resulting from claims made or causes of action asserted by third parties
(including, without limitation, residents of the Properties) arising out of or
relating to (i) the performance by FirstLink (or its employees or agents) of its
obligations under this Agreement, (ii) the provision of Telecommunications
Services or (iii) compliance of FirstLink and/or the System with applicable laws
and regulations, except to the extent such matters are attributable to the gross
negligence or willful misconduct of Owner.

19. LIMITATION OF REMEDIES. Notwithstanding any other provision of this
agreement but without limiting the mutual indemnification in Section 18, neither
FirstLink nor Owner shall be liable to any third party for any incidental or
consequential damages, including but not limited to lost profits, of any nature
whatsoever or for the condition or repair of any telephone instrument or any
property to which the System is attached.

Page 9

<PAGE>

20. ARBITRATION OF DISPUTES. Any controversy, dispute, or claim of
whatever nature arising out of, in connection with or in relation to the
interpretation, performance or breach of this Agreement, including any claim
based on contract, tort or statute, shall be resolved at the request of any
party to this Agreement, by final and binding arbitration before a single
arbitrator conducted at a location determined by the arbitrator in Portland,
Oregon, ( or jurisdiction where property 5 located, at Owner's election)
administered by and in accordance with the then existing rules of practice and
procedure established by the Arbitration Chapter of the Uniform Trial Court
Rules as then in effect in the State of Oregon, (or jurisdiction where property
is located, at Owner's election) and judgment upon any award rendered by the
arbitrator may be entered by any state or federal court having jurisdiction
thereof. If the parties cannot mutually agree on an arbitrator, either party may
petition the Presiding Judge of the Multnomah County Circuit Court (or
jurisdiction where property is located, at Owner's election) to appoint an
arbitrator. The arbitrator shall award attorney's fees and costs of the
arbitration procedure to the prevailing party. Both parties acknowledge that
they are giving up their right to have any such claim decided in a court of law
before a judge or jury, and hereby waive all rights to appeal.

21. FORCE MAJEURE. If the performance of any of the obligations under this
Agreement is interfered with by any reason or any circumstances beyond the
reasonable control of the parties, including, but not limited to, fire,
earthquake, storm, volcanic eruption, explosion, power failure or power surge,
acts of God, war, revolution, civil commotion, or requirement of any government
or legal body or any representative of any such government or legal body, labor
unrest, including but not limited to, strikes, slowdowns, picketing or boycotts,
then the parties shall be excused from performance on a day-by-day basis to the
extent of such interference.

22. MISCELLANEOUS.

(b) WAIVER. The failure by either party at any time to require performance
by the other party or to claim a breach of any provision of this Agreement shall
not be construed as affecting any subsequent breach or the right to require
performance or to claim a breach with respect thereto.

Page 10

<PAGE>

(c) GOVERNING LAW. The rights and obligations of the parties and all
interpretations and performances of this Agreement shall be governed in all
respects by the laws of the State of Oregon.

(d) NOTICES. Any notice to be given by either party to the other shall be
in writing and either personally delivered or sent by certified mail, return
receipt requested, to the addresses of the Owner and FirstLink provided below.
Notices shall be deemed given when received or refused. Each party may change
its address for notice to it by notice in accordance with the foregoing
provisions.

FIRSTLINK: OWNER:

FirstLink Communications, Inc. Harsch Investment Corp.
255 SW Harrison, Suite 1A 1121 SW Salmon Street
Portland, Oregon 97201 Portland, Oregon 97205
Facsimile: 503-306-4333 Facsimile: 503-274-2093
Telephone: 503-306-4444 Telephone: 503-242-2900
Attn: A. Roger Pease Attn: Susan S. Bowlsby

(g) AUTHORITY. Each individual signing this Agreement on behalf of a
corporation or partnership represents that he or she has the necessary authority
to execute this Agreement on behalf of such entity and that, in the case of a
corporation, all necessary corporate action has been taken approving the
execution of this Agreement.

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Any person or entity executing this Agreement as "Owner" hereby represents and
warrants to FirstLink that it is fully authorized by Owner to execute this
Agreement and to bind Owner to the terms and obligations set forth in this
Agreement and the Owner is fully aware of the existence and contents of this
Agreement. Owner and any person or entity executing this Agreement on Owner's
behalf acknowledges that Owner shall be estopped from claiming that this
Agreement was executed by a person or entity lacking actual authority to bind
Owner.

(h) FURTHER ASSURANCES. Upon the reasonable request of either party, the
other party shall promptly and, at its own expense, execute and deliver any
additional documents or take such actions, as may be reasonably necessary
(subject to any other agreement binding on either party) for the purpose of
evidencing or perfecting any rights or interest of either party arising under
this Agreement or arising under documents executed in accordance with this
Agreement.

This Agreement has been signed and delivered as of the above date.

FIRSTLINK: OWNER

By: /s/ A. Roger Pease By: /s/ [ILLEGIBLE]
--------------------------- -----------------------------

Title: CEO Title: V.P.
------------------------ --------------------------

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<PAGE>

Exhibit No. 10.9.1 Telecommunications Services Agreement between Registrant and
Security Investments; LP (Ione Plaza Apartments).

Certain information in this exhibit has been omitted pursuant to Rule 406
of the Securities Act. Omitted information is designated by "*".

<PAGE>

FIRSTLINK COMMUNICATIONS, INC.

AND

LONE PLAZA APARTMENTS

TELECOMMUNICATIONS SERVICES AGREEMENT

This agreement ("Agreement") is entered into as of October 20, 997, by and
between FirstLink Communications, Inc., an Oregon corporation ("FirstLink"),
and Security Investments, L.P., an Oregon limited partnership ("Owner").

1. PROPERTY. Owner owns the multi-family residential complex commonly
known as lone Plaza Apartments, located at 1717 SW Park Avenue, Portland
Oregon, 97201, which consists of 305 living units ("the Property").

2. GRANT OF RIGHTS.

(a) Owner grants FirstLink the sole and exclusive right, except as
provided in the last sentence of clause (b) below, to install, own, operate,
replace and maintain the System on, off and through the Property and the sole
and exclusive right to provide Telecommunication Services to residents of the
Property. "System" shall mean all electronic devices, cable, wire, hardware,
software and other material used to transmit and receive two-way voice and
data communications, telephone service ("Telephone Service"), multi-channel
TV, video on demand, audio on demand, voice mail, data services and other
means of two-way communication distribution, whether now existing or
hereafter developed (collectively "Telecommunication Services") as between
the Property and the local and/or long distance telephone networks or other
outside distributor of these and other services. FirstLink's rights hereunder
in regard to multi-channel TV shall be subject to an agreement to be entered
into between TCI Cablevision of Oregon and FirstLink.

It is anticipated that Telephone Services will include local and long
distance calling, multi-channel television, voice mail and calling features
such as conference calling, call waiting and call forwarding. Additional
services will be added from time to time, as available and as warranted by
tenant demand. Such additional Telecommunication Services may include: video
conferencing, on-line computer services, electronic mail, wireless services
(such as cellular telephone) and other types of services. There can be no
assurance that any or all of the above

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<PAGE>

additional services will be made available. Their availability is dependent
upon many variables and factors beyond FirstLink's control. Such factors
include, but are not limited to, technical Feasibility, economic, regulatory
and market considerations.

(b) In consideration of the substantial investment made by FirstLink in
the System, Owner agrees that it will not grant access to the Property to any
person or entity, other than FirstLink, for the purpose of operating or
maintaining the System, or permit the installation, maintenance or operation
at the Property of any other equipment, wire, cable, or material by any
person or entity that similarly provides Telecommunication Services. So long
as it is a requirement of law that a local telephone company also serve the
Property, this exclusivity provision shall not deny such local telephone
company the right to serve residents of the Property.

3. SYSTEM EXPENSES. Other than as set forth herein, FirstLink shall
bear all expenses to install, operate, maintain and repair the telephone
switching equipment included in the System. Owner shall, at Owner's expense
and cost, provide electrical power to the System and shall pay for any damage
to the System caused by the negligence or misconduct of Owner or Owners
agent(s) or employees. For the purposes of this Agreement, "System Site"
shall mean an adequate and secure space to house FirstLink's System
equipment, which shall consist of a rent-free, locked roam meeting
FirstLink's specifications. Owner hereby grants FirstLink and its authorized
personnel access to the Property for any reasonable purposes related to this
Agreement including the installation of cabling or microwave equipment to
interconnect buildings and to connect to other telecommunication systems and
grants specific rights to FirstLink to use both existing coaxial and twisted
pair cabling in the Property.

4. TERM. The term of this Agreement shall be * years from the date
hereof. The original term will automatically be renewed for up to *
additional periods of * years each unless either party otherwise notifies
the other in writing at least 180 days prior to the end of the original term
or any renewal term.

5. INSTALLATION. FirstLink shall commence installation of the System
switching equipment as soon as practicable. Telecommunication Services to the
Property shall commence no later than 90 days from commencement of
installation. FirstLink shall give Owner at least ten (10) days notice prior
to the commencement of installation. FirstLink may subcontract activities
related to the installation of the System, but shall be responsible for any
and all acts and/or omissions by any subcontractor.

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6. OWNERSHIP, AND CHARACTER OF THE SYSTEM. Except as otherwise stated
herein, the System, including any alterations and attachments, shall at all
times remain the sole Property of FirstLink. It is the intention of the
parties that the System, and every component of the System, shall retain its
character as personal Property following the installation of the System on
the Property, and shall not be deemed to be a fixture constituting a part of
the Property. No part of the System shall be or become subject to any
mortgage, deed of trust or lien upon the Property.

7. SERVICE TO TENANTS. FirstLink shall provide Telephone Service and
other Telecommunication Services offered through the System to each resident
requesting them. FirstLink's obligation to provide or continue
Telecommunication Services shall be contingent on the resident paying service
charges and meeting other reasonable requirements as are established by
FirstLink from time to time. Residents electing to receive Telecommunication
Services offered by FirstLink shall do so through the execution and delivery
to Owner or FirstLink of a Tenant Services Agreement in the form provided,
from time to time, from FirstLink to Owner. Owner shall promptly provide such
executed documents to FirstLink. Residents requesting Telecommunication
Services shall be charged and billed individually for connection to the
System and for service at standard rates established solely by FirstLink from
time to time unless prohibited by applicable law or regulation. FirstLink
shall be solely responsible for invoicing, collections and bad debts related
to provision of Telecommunication Service to residents

8. COMMISSIONS. Owner shall be entitled to Commissions equal to *
of all gross revenues annually collected for local and long distance services
originating at the Property, and expanded basic cable television service. All
commission payments hereunder will be paid quarterly in arrears.

9. ADDITIONAL OBLIGATIONS OF FIRSTLINK. FirstLink shall:

(a) Make a customer service representative available to receive service
requests or inquiries from Owner or residents and insure that it responds to
service requests within four (4) hours of receipt. Routine maintenance services
shall be performed by FirstLink during its normal working hours. A technician
shall arrive at the Property to commence maintenance services promptly after
request by a customer of such services, provided however, where such request are
mode on, or on a day preceding a Saturday, Sunday or holiday, FirstLink's system
technician shall arrive at the Property to commence maintenance services on the
next normal working day.

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(b) Provide Owner with marketing materials, sales support and sales
training to enable Owner and Owner1s employees to market Telecommunications
Services in accordance with Section 10(b);

(c) Install a telephone in the lobby of the Property to facilitate
residents in contacting FirstLink for installation or service purposes.

(d) Provide training to Owner's staff to enable staff to perform the
duties specified in Section 10(b);

(e) Repair or replace any damage to the Property resulting From
Installation, operation, or removal of the System or any other acts by
FirstLink to the satisfaction of the Owner and restore Property to its
original condition;

(f) Comply with all applicable regulatory requirements relating to the
provision of the Telecommunication Services provided by FirstLink as may be
in effect from time to time;

(g) Maintain the System in good order, condition and repair; and

(h) Pay all taxes resulting from the ownership or operation of System
and service.

10. OBLIGATIONS OF OWNER. Owner shall:

(b) Use reasonable efforts to have its staff, agents and
representatives present and explain the use of the Telecommunications
Services to residents and prospective residents as part of the amenities
provided by Owner at the Property. Owner's staff will present the
telecommunications service agreement and related information to prospective
tenants. It is envisioned that this process will require a minimal amount of
time on behalf of Owner's staff. If

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<PAGE>

tenants have additional questions or require additional information, they
will be referred to FirstLink staff who will be responsible for responding to
customer inquiries.

(c) Promptly provide to FirstLink requested specifications on the
Property, such as wiring schematics and/or building diagrams, a current list of
residents, addresses and their telephone numbers and other specific information
regarding resident transactions, such as rentals, move-ins, move-outs,
transfers, intents to vacate, and the entering into or termination of leases and
other information necessary to market and operate the System and
provide the Telecommunications services according to this Agreement or to
comply with governmental or Utility Commission rules as may be determined by
FirstLink;

(d) Cooperate with FirstLink in obtaining permits, consents, licenses
and any other requirements which may be necessary for FirstLink to install and
operate the System and furnish the Telecommunications Services; provided that
FirstLink shall pay all reasonable costs of the Owner associated therewith.

11. INSURANCE. FirstLink shall carry and maintain liability insurance of
$1,000,000 naming Owner and Owner's agent as additional insured covering
personal injury and Property damage that may be caused to person(s), the
Property or its contents, by the System or FirstLink's employees or agents.
Owner and FirstLink each waive any right of recovery against each other for any
claims that may be brought for any loss that is covered by insurance upon or
relating to the Property or the System to the extent of the actual proceeds
received by waiving party. Owner shall carry and maintain general liability
insurance related to the Property.

12. TERMINATION OF THE AGREEMENT.

(a) This Agreement may be terminated by either party if there has been a
material breach of the terms of this Agreement by the other party and if within
forty-five (45) days after receiving notice of such breach from the party
seeking to terminate, such breach has not been cured.

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<PAGE>

(c) This Agreement may also be terminated by FirstLink if there is a
continuing material failure by Owner to provide the services to FirstLink
contemplated hereby.

(d) Any termination of this Agreement shall be effective as of the date of
termination, but FirstLink shall continue to provide Telecommunications Services
until the earlier of (i) all FirstLink customers at the Property are provided
Telephone Service from another source or (ii) thirty (30) days from the date of
such termination. The provisions of this agreement necessary for such continued
services shall remain effective.

(e) Upon termination of this Agreement for any reason, FirstLink, or any
designee of FirstLink, including without limitation, any party providing
financing to FirstLink, shall have the right, after providing Owner with written
notice of at least forty-five (45) days, without further demand, to enter upon
the Property and to dismantle and remove or render inoperative any and all
equipment or other Property comprising the System so long as such right shall
encompass Section 9 (d) herein.

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<PAGE>

17. EMERGENCY CALLS. FirstLink will use its reasonable best efforts to
pass all "911" emergency calls, in a manner which identifies the unit number
from which the call originates, through the System to authorities but makes no
warranty or guaranty of any nature as to the promptness or adequacy of any
response to any such emergency call. FirstLink assumes no responsibility
whatsoever for any actions with respect to emergency calls other than to use its
reasonable best efforts to pass such traffic to authorities through the System.
In the event that the System has been adversely affected by any situation
described in Section 21, FirstLink shall have no liability whatsoever for
failure to pass on emergency telephone traffic.

18. INDEMNIFICATION. Subject to the provisions set forth in Section 19
below, (i) FirstLink and Owner hereby agree to indemnify, defend and hold each
other (and each other's officers, directors, owners, employees, and agents)
harmless from and against all claims, losses and liabilities in any way relating
to, growing out of, or resulting from a material breach of each of their
respective obligations under this Agreement ; and (ii) Owner will indemnify
FirstLink for damages to the System as provided in Section 3 herein.

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<PAGE>

In addition, FirstLink agrees to indemnify, defend and hold harmless Owner
and Owner's partners, employees and agents from and against all damages, losses,
liabilities, costs, and expenses (including reasonable attorneys' fees)
resulting from claims made or causes of action asserted by third parties
(including, without limitation, residents of the Property) arising out of or
relating to (i) the performance by FirstLink (or its employees or agents) of its
obligations under this Agreement, (ii) the provision of Telecommunications
Services or (iii) compliance of FirstLink and/or the System with applicable laws
and regulations, except to the extent such matters are attributable to the gross
negligence or willful misconduct of Owner.

19. LIMITATION OF REMEDIES. Notwithstanding any other provision of this
agreement but without limiting the mutual indemnification in Section 18,
neither FirstLink nor Owner shall be liable to any third party for any
incidental or consequential damages, including but not limited to lost profits,
of any nature whatsoever or for the condition or repair of any telephone
instrument or any Property to which the System is attached.

20. ARBITRATION OF DISPUTES. Any controversy, dispute, or claim of
whatever nature arising out of, in connection with or in relation to the
interpretation, performance or breach of this Agreement, including any claim
based on contract, tort or statute, shall be resolved at the request of any
party to this Agreement, by final and binding arbitration before a single
arbitrator conducted at a location determined by the arbitrator in Portland,
Oregon, administered by and in accordance with the then existing rules of
practice and procedure established by the Arbitration Chapter of the Uniform
Trial Court Rules as then in effect in the State of Oregon, and judgment upon
any award rendered by the arbitrator may be entered by any state or federal
court having jurisdiction thereof. The arbitrator shall award attorney's fees
and costs of the arbitration procedure to the prevailing party. Both parties
acknowledge that they are giving up their right to have any such claim decided
in a court of law before a judge or jury, and hereby waive all rights to appeal.

21. FORCE MAJEURE. If the performance of any of the obligations under this
Agreement is interfered with by any reason or any circumstances beyond the
reasonable control of the parties, including, but not limited to, fire,
earthquake, storm, volcanic eruption, explosion, power Failure or power surge,
technological obsolescence, acts of God, war, revolution, civil commotion, or
requirement of any government or legal body or any representative of any such
government or legal body, labor unrest, including but not limited to, strikes,
slowdowns, picketing or boycotts,

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<PAGE>

then the parties shall be excused from performance on a day-by-day basis to
the extent of such interference.

22. MISCELLANEOUS.

(b) WAIVER. The failure by either party at any time to require performance
by the other party or to claim a breach of any provision of this Agreement shall
not be construed as affecting any subsequent breach or the right to require
performance or to claim a breach with respect thereto.

(c) GOVERNING LAW. The rights and obligations of the parties and all
interpretations and performances of this Agreement shall be governed in all
respects by the laws of the State of Oregon.

(d) NOTICES. Any notice to be given by either party to the other shall be
in writing and either personally delivered or sent by certified mail, return
receipt requested, to the addresses of the Owner and FirstLink provided below.
Notices shall be deemed given when received or refused. Each party may change
its address for notice to it by notice in accordance with the foregoing
provisions.

FlRSTLINK: OWNER:

FirstLink Communications, Inc. Security Investments, L.P.
190 SW Harrison 621 SW Broadway, Suite 740
Portland, Oregon 97201 Portland, Oregon 97204
Facsimile: 503-306-4333 Facsimile: 503-916-4674
Telephone: 503-306-4444 Telephone: 503-223-5116
Attn: A. Roger Pease, CEO Attn: Ron Peterson,_________

(e) VALIDITY. If any provision of this Agreement shall be held to be
invalid or unenforceable, such provisions shall not affect in any respect the
validity or enforceability of the

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remainder of this Agreement unless the invalidity materially affects the
ability of either party to perform as contemplated hereunder.

(g) AUTHORITY. Each individual signing this Agreement on behalf of a
corporation or partnership represents that he or she has the necessary authority
to execute this Agreement on behalf of such entity and that, in the case of a
corporation, all necessary corporate action has been taken approving the
execution of this Agreement.

Any person or entity executing this Agreement as "Owner" hereby represents
and warrants to FirstLink that it is fully authorized by Owner to execute this
Agreement and to bind Owner to the terms and obligations set forth in this
Agreement and the Owner is fully aware of the existence and contents of this
Agreement. Owner and any person or entity executing this Agreement on Owner's
behalf acknowledges that Owner shall be estopped from claiming that this
Agreement was executed by a person or entity lacking actual authority to bind
Owner.

(h) FURTHER ASSURANCES. Upon the reasonable request of either party,
the other party shall promptly and, at its own expense, execute and deliver any
additional documents or take such actions, as may be reasonably necessary
(subject to any other agreement binding on either party) for the purpose of
evidencing or perfecting any rights or interest of either party arising under
this Agreement or arising under documents executed in accordance with this
Agreement.

This Agreement has been signed and delivered as of the above date.

FIRSTLINK OWNER:
FIRSTLINK COMMUNICATIONS, INC. SECURITY INVESTMENTS, L.P

BY: /s/ A. Roger Pease BY:
-------------------------------- --------------------------------

A. Roger Pease /s/ Ron Peterson
--------------------------------
Chief Executive Officer
--------------------------------

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<PAGE>

Exhibit No. 10.10.1 Telecommunications Services Agreement between Registrant
and Housing Authority of Portland (Pearl Court Apartments).

Certain information in this exhibit has been omitted pursuant to Rule 406
of the Securities Act. Omitted information is designated by "*".

<PAGE>

FIRSTLINK COMMUNICATIONS, INC.

AND

HOUSING AUTHORITY OF PORTLAND

TELECOMMUNICATIONS SERVICES AGREEMENT

This agreement ("Agreement") is entered into as of July 7, 1997, by and
between FirstLink Communications, Inc., an Oregon corporation ("FirstLink"),
and the Housing Authority of Portland, an Oregon Public corporation ("Owner").

1 PROPERTY. Owner owns the multi-family residential complex commonly
known as Pearl Court Apartments, located at 920 NW Kearny, Portland, Oregon
97209, which consists of 1299 living units (the "Property").

2. GRANT OF RIGHTS

(a) Owner grants FirstLink the sole and exclusive right, except as
provided in the last sentence of clause (b) below, to install, own, operate,
replace and maintain the System on, off and through the Property and the
sole and exclusive right to provide Telecommunication Services to residents
of the Property. "System" shall mean all electronic devices, cable, wire,
hardware, software and other material used to transmit and receive two-way
voice and data communications, telephone service ("Telephone Service"),
multi-channel TV, video on demand, audio on demand, voice mail, data services
and other means of two-way communication distribution, whether now existing
or hereafter developed (collectively "Telecommunication Services") as
between the Property and the local and/or long distance telephone networks or
other outside distributor of these and other services. FirstLink's rights
hereunder in regard to multi-channel TV shall be subject to an agreement to
be entered into between TCI Cablevision of Oregon and FirstLink.

It is anticipated that Telephone Services will include local and long
distance calling, multi-channel television, voice mail and calling features
such as conference calling, call waiting and call forwarding. Additional
services will be added from time to time, as available and as warranted by
tenant demand. Such additional Telecommunication Services may include: video
conferencing, on-line computer services, electronic mail, wireless services
(such as cellular telephone) and other types of services. There can be no
assurance that any or all of the above additional services will be made
available. Their availability is dependent upon many variables

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and factors beyond FirstLink's control. Such factors include, but are not
limited to, technical feasibility, economic, regulatory and market
considerations.

(b) In consideration of the substantial investment made by FirstLink in
the System, Owner agrees that it will not grant access to the Property to any
person or entity, other than FirstLink, for the purpose of operating or
maintaining the System, or permit the installation, maintenance or operation
at the Property of any other equipment, wire, cable, or material by any
person or entity that similarly provides Telecommunication Services. So long
as it is a requirement of law that a local telephone company also serve the
Property, this exclusivity provision shall not deny such local telephone
company the right to serve residents of the Property.

3. SYSTEM EXPENSES. Other than as set forth herein, FirstLink shall
bear all expenses to install, operate, maintain and repair the telephone
switching equipment included in the System. Owner shall, at Owner's expense
and cost, provide electrical power to the System and shall pay for any damage
to the System caused by the negligence or misconduct of Owner or Owner's
agent(s) or employees. For the purposes of this Agreement, "System Site"
shall mean an adequate and secure space to house FirstLink's System
equipment, which shall consist of a rent-free, locked room meeting
FirstLink's specifications. Owner hereby grants FirstLink and its authorized
personnel access to the Property for any reasonable purposes related to this
Agreement including the installation of cabling or microwave equipment to
interconnect buildings and to connect to other telecommunication systems and
grants specific rights to FirstLink to use both existing coaxial and twisted
pair cabling in the Property.

4. TERM. The term of this Agreement shall be * years from the date
hereof. The original term will automatically be renewed for up to *
additional periods of * years each unless either party otherwise notifies the
other in writing at least 180 days prior to the end of the original term or
any renewal term.

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<PAGE>

6. OWNERSHIP AND CHARACTER OF THE SYSTEM. Except as otherwise stated
herein, the System, including any alterations and attachments, shall at all
times remain the sole Property of FirstLink. It is the intention of the
parties that the System, and every component of the System, shall retain its
character as personal Property following the installation of the System on
the Property, and shall not be deemed to be a fixture constituting a part of
the Property. No part of the System shall be or become subject to any
mortgage, deed of trust or lien upon the Property.

7. SERVICE TO TENANTS. FirstLink shall provide Telephone Service and
other Telecommunication Services offered through the System to each resident
requesting them. FirstLink's obligation to provide or continue
Telecommunication Services shall be contingent on the resident paying service
charges and meeting other reasonable requirements as are established by
FirstLink from time to time. Residents electing to receive Telecommunication
Services offered by FirstLink shall do so through the execution and delivery
to Owner or FirstLink of a Tenant Services Agreement in the form provided,
from time to time, from FirstLink to Owner. Owner shall promptly provide
such executed documents to FirstLink. Residents requesting Telecommunication
Services shall be charged and billed individually for connection to the
System and for service at standard rates established solely by FirstLink from
time to time unless prohibited by applicable law or regulation. FirstLink
shall be solely responsible for invoicing, collections and bad debts related
to provision of Telecommunication Service to residents. As requested by the
Owner, each resident requesting FirstLink telephone or cable television
service shall not be charged for normal installation.

Both parties agree that neither the Owner nor the Owner's agent shall have
any liability regarding the number of residents electing to use
Telecommunications Services.

8. Commissions. Owner shall be entitled to Commissions equal to * of
all gross revenues actually collected for local and long distance services
originating at the Property, and * on all gross revenues actually collected
for basic and expanded basic cable television service. All commission
payments hereunder will be paid quarterly in arrears.

9. ADDITIONAL OBLIGATIONS OF FIRSTLINK. FirstLink shall:

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<PAGE>

working hours. A technician shall arrive at the Property to commence
maintenance services promptly after request by a customer of such services,
provided however, where such request are made on, or on a day preceding a
Saturday, Sunday or holiday, FirstLink's system technician shall arrive at
the Property to commence maintenance services on the next normal working day.

(b) Provide Owner with marketing materials, sales support and sales
training to enable Owner and Owner's employees to market Telecommunications
Services in accordance with Section 10(b);

(c) Install a telephone in the lobby of the Property to facilitate
residents in contacting FirstLink for installation or service purposes.

(d) Provide training to Owner's staff to enable staff to perform the
duties specified in Section 10(b);

(e) Repair or replace any damage to the Property resulting from
installation, operation, or removal of the System or any other acts by
FirstLink to the satisfaction of the Owner and restore Property to its
original condition;

(f) Comply with all applicable regulatory requirements relating to the
provision of the Telecommunication Services provided by FirstLink as may be
in effect from time to time;

(g) Maintain the System in good order, condition and repair; and

(h) Pay all taxes resulting from the ownership or operation of System
and service.

10. OBLIGATIONS OF OWNER. Owner shall:

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<PAGE>

(c) Promptly provide to FirstLink requested specifications on the
Property, such as wiring schematics and/or building diagrams, a current list
of residents, addresses and their telephone numbers and other specific
information regarding resident transactions, such as rentals, move-ins,
move-outs, transfers, intents to vacate, and the entering into or termination
of leases and other information necessary to market and operate the
System and provide the Telecommunications services according to this
Agreement or to comply with governmental or Utility Commission rules as may
be determined by FirstLink;

(d) Cooperate with FirstLink in obtaining permits, consents, licenses
and any other requirements which may be necessary for FirstLink to install
and operate the System and furnish the Telecommunications Services; provided
that FirstLink shall pay all reasonable costs of the Owner associated
therewith.

(e) Provide reasonable access to the Property to FirstLink and its
employees and agents to enable FirstLink to perform the activities
contemplated by or necessary under this Agreement including access for the
purpose of soliciting customers.

11. INSURANCE. FirstLink shall carry and maintain liability insurance
of $1,000,000 naming Owner and Owner's agent as additional insured covering
personal injury and Property damage that may be caused to person(s), the
Property or its contents, by the System or FirstLink's employees or agents.
Owner and FirstLink each waive any right of recovery against each other for
any claims that may be brought for any loss that is covered by insurance upon
or relating to the Property or the System to the extent of the actual
proceeds received by waiving party. Owner shall carry and maintain general
liability insurance related to the Property.

12. TERMINATION OF THE AGREEMENT.

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(b) FirstLink may terminate this Agreement, or discontinue the
provision of any Telecommunications Services provided hereunder, if in the
sole discretion of FirstLink, it ceases to be feasible for legal, economic or
regulatory reasons to provide Telecommunications Services to the Property;
provided that FirstLink provides forty-five (45) days written notice to Owner.

(c) This Agreement may also be terminated by FirstLink if there is a
continuing material failure by Owner to provide the services to FirstLink
contemplated hereby.

(d) Any termination of this Agreement shall be effective as of the date
of termination, but FirstLink shall continue to provide Telecommunications
Services until the earlier of (i) all FirstLink customers at the Property are
provided Telephone Service from another source or (ii) thirty (30) days from
the date of such termination. The provisions of this agreement necessary for
such continued services shall remain effective.

(e) Upon termination of this Agreement for any reason, FirstLink, or
any designee of FirstLink, including without limitation, any party providing
financing to FirstLink, shall have the right, after providing Owner with
written notice of at least forty-five (45) days, without further demand, to
enter upon the Property and to dismantle and remove or render inoperative any
and all equipment or other Property comprising the System so long as such
right shall encompass Section 9 (d) herein.

13. ASSIGNMENT OF THE AGREEMENT. This Agreement and the rights
hereunder may be assigned by FirstLink to any majority-owned subsidiary of
FirstLink or to an affiliate or party acquiring all or substantially all of
the assets of FirstLink upon prior written consent of Owner. Such consent
shall not be unreasonably withheld. Alternatively, the Agreement may be
assigned by FirstLink to any FirstLink subsidiary so long as FirstLink agrees
in writing that it shall remain liable for all obligations arising under this
Agreement. FirstLink may also assign this Agreement to any party providing
financing to FirstLink; provided that such assignment shall not relieve
FirstLink from its obligations hereunder. In connection with a sale or
disposition of the Property, Owner shall request FirstLink's written consent
to assign this Agreement and shall require any subsequent owner of the
Property to assume this Agreement and the rights and obligations hereunder.

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Subject to the foregoing, this Agreement shall be binding upon and shall
inure to the benefit of the successors and assigns of the respective parties
to this Agreement.

14. OWNER WARRANTIES: INFORMATION. Owner warrants that (i) it has full
power and authority to grant to FirstLink the exclusive rights set forth in
this Agreement, (ii) that no party holds any rights or interests with respect
to the Property that conflict with any rights or interests that Owner grants
to FirstLink under this Agreement; (iii) that the Property is not presently
part of bankruptcy proceeding, foreclosure action, or deed in lieu of
foreclosure transaction; (iv) Owner is not in default of any mortgages or
other encumbrances on the Property; and (v} no purchase contracts presently
exist as to the Property.

16. INDEPENDENT CONTRACTOR. FirstLink shall be and is an independent
contractor and Owner shall not control or direct the details and means by
which FirstLink performs its duties under this Agreement. This Agreement
shall not create the relationship of employer and employee, a partnership or
a joint venture.

17. EMERGENCY CALLS. FirstLink will use its reasonable best efforts to
pass all "911" emergency calls, in a manner which identities the unit number
from which the call originates, through the System to authorities but makes
no warranty or guaranty of any nature as to the promptness or adequacy of any
response to any such emergency call. FirstLink assumes no responsibility
whatsoever for any actions with respect to emergency calls other than to use
its reasonable best efforts to pass such traffic to authorities through the
System In the event that the System has been adversely affected by any
situation described in Section 21, FirstLink shall have no liability
whatsoever for failure to pass on emergency telephone traffic.

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<PAGE>

of their respective obligations under this Agreement ; and (ii) Owner will
indemnify FirstLink for damages to the System as provided in Section 3 herein.

In addition, FirstLink agrees to indemnify, defend and hold harmless Owner
and Owner 5 partners, employees and agents from and against all damages,
losses, liabilities, costs, and expenses (including reasonable attorneys'
fees) resulting from claims made or causes of action asserted by third
parties (including, without limitation, residents of the Property) arising
out of or relating to (i) the performance by FirstLink (or its employees or
agents) of its obligations under this Agreement, (ii) the provision of
Telecommunications Services or (iii) compliance of FirstLink and/or the
System with applicable laws and regulations, except to the extent such
matters are attributable to the gross negligence or willful misconduct of
Owner.

19. LIMITATION OF REMEDIES. Notwithstanding any other provision of
this agreement but without limiting the mutual indemnification in Section 18,
neither FirstLink nor Owner shall be liable to any third party for any
incidental or consequential damages, including but not limited to lost
profits, of any nature whatsoever or for the condition or repair of any
telephone instrument or any Property to which the System is attached.

20. ARBITRATION OF DISPUTES. Any controversy, dispute, or claim of
whatever nature arising out of, in connection with or in relation to the
interpretation, performance or breach of this Agreement, including any claim
based on contract, tort or statute, shall be resolved at the request of any
party to this Agreement, by final and binding arbitration before a single
arbitrator conducted at a location determined by the arbitrator in Portland,
Oregon, administered by and in accordance with the then existing rules of
practice and procedure established by the Arbitration Chapter of the Uniform
Trial Court Rules as then in effect in the State of Oregon, and judgment upon
any award rendered by the arbitrator may be entered by any state or federal
court having jurisdiction thereof. The arbitrator shall award attorney's
fees and costs of the arbitration procedure to the prevailing party. Both
patties acknowledge that they are giving up their right to have any such
claim decided in a court of law before a judge or jury, and hereby waive all
rights to appeal.

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government or legal body or any representative of any such government or
legal body, labor unrest, including but not limited to, strikes, slowdowns,
picketing or boycotts, then the parties shall be excused from performance on
a day-by-clay basis to the extent of such interference.

22. MISCELLANEOUS.

(c) GOVERNING LAW. The rights and obligations of the parties and all
interpretations and performances of this Agreement shall be governed in all
respects by the laws of the State of Oregon.

(d) NOTICES. Any notice to be given by either party to the other shall
be in writing and either personally delivered or sent by certified mail,
return receipt requested, to the addresses of the Owner and FirstLink
provided below. Notices shall be deemed given when received or refused. Each
party may change its address for notice to it by notice in accordance with
the foregoing provisions.

FIRSTLINK: OWNER:

FirstLink Communications, Inc. Housing Authority of Portland
90 SW Harrison 135 Southwest Ash Street
Portland, Oregon 97201 Portland, Oregon 97204
Facsimile: 503-06-4333 Facsimile: 503-273-1481
Telephone: 503-306-4444 Telephone: 503-273-1482
Attn: A. Roger Pease, CEO

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Any person or entity executing this Agreement as "Owner" hereby represents
and warrants to FirstLink that it is fully authorized by Owner to execute
this Agreement and to bind Owner to the terms and obligations set forth in
this Agreement and the Owner is fully aware of the existence and contents of
this Agreement. Owner and any person or entity executing this Agreement on
Owner's behalf acknowledges that Owner shall be estopped from claiming that
this Agreement was executed by a person or entity lacking actual authority to
bind Owner.

(h) FURTHER ASSURANCES. Upon the reasonable request of either party,
the other party shall promptly and, at its own expense, execute and deliver
any additional documents or take such actions, as may be reasonably necessary
(subject to any other agreement binding on either party) for the purpose of
evidencing or perfecting any rights or interest of either party arising under
this Agreement or arising under documents executed in accordance with this
Agreement.

This Agreement has been signed and delivered as of the above date.

FIRSTLINK OWNER:

Firstlink Communications, Inc. Housing Authority Of Portland
By: /s/ A. Roger Pease By: /s/ Barrett Philpott
------------------------------- --------------------------------
A. Roger Pease Barrett Philpott

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<PAGE>

Exhibit No. 10.11.1 Telecommunications Services Agreement between Registrant
and Harsch Investment Corp. (The Clay Towers Apartments).

Certain information in this exhibit has been omitted pursuant to Rule 406
of the Securities Act. Omitted information is designated by "*".

<PAGE>

FIRSTLINK COMMUNICATIONS, INC.

AND

HARSCH INVESTMENT CORP.

CLAY TOWER APARTMENTS TELECOMMUNICATIONS SERVICES AGREEMENT

This agreement ("Agreement") is entered into as of September 25, 1997, by and
between FirstLink Communications, Inc., an Oregon corporation ("FirstLink"),
and Harsch Investment Corp., an Oregon corporation ("Owner").

1. PROPERTIES. Owner owns the multi-family residential complex
commonly known as The Clay Tower Apartments located at 1430 SW 12th Avenue,
Portland, Oregon 97201 which consists of 235 units ( "the Property").

2. GRANT OF RIGHTS.

(a) Owner grants FirstLink the sole and exclusive right, except as
provided in the last sentence of clause (b) below, to install, own, operate,
replace and maintain the System on, off and through the Properties and the
sole and exclusive right to provide Telecommunication Services to residents
of the Properties. "System shall mean all electronic devices, cable, wire,
hardware, software and other material used to transmit and receive two-way
voice and data communications, telephone service ("Telephone Service"),
multi-channel TV, video on demand, audio on demand, voice mail, data services
and other means of two-way communication distribution, whether now existing
or hereafter developed (collectively "Telecommunication Services") as
between the Properties and the local and/or long distance telephone networks
or other outside distributor of these and other services.

It is anticipated that Telephone Services will include local and long
distance calling, multi-channel television, voice mail and calling features
such as conference calling, call waiting and call forwarding. Additional
services will be added from time to time, as available and as warranted by
tenant demand. Such additional Telecommunication Services may include:
video conferencing, on-line computer services, electronic mail, wireless
services (such as cellular telephone) and other types of services. There can
be no assurance that any or all of the above additional services will be made
available. Their availability is dependent upon many variables

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<PAGE>

and factors beyond FirstLink's control. Such factors include, but are not
limited to, technical feasibility, economic, regulatory and market
considerations.

(b) In consideration of the substantial investment made by
FirstLink in the System, Owner agrees that it will not grant access to the
Properties to any person or entity, other than FirstLink, for the purpose of
operating or maintaining the System, or permit the installation, maintenance
or operation at the Properties of any other equipment, wire, cable, or
material by any person or entity that similarly provides Telecommunication
Services. So long as it is a requirement of law that a local telephone
company also serve the Properties, this exclusivity provision shall not deny
such local telephone company the right to serve residents of the Properties.

3. SYSTEM EXPENSES. Other than as set forth herein, FirstLink
shall bear all expenses to install, operate, maintain and repair the System
including wiring within each apartment. Owner shall, at Owner's expense and
cost, provide electrical power to the System (except emergency power
generator costs) and shall pay for any damage to the System caused by the
negligence or misconduct of Owner or Owner's agent(s) or employees. For the
purposes of this Agreement, "System Site" shall mean an adequate and secure
space at each of the Properties to house FirstLink's System equipment, which
shall consist of a rent-free, locked room meeting FirstLink's specifications.
FirstLink will pay for constructing such a room if one does not exist. Owner
hereby grants FirstLink and its authorized personnel access to the Properties
for any reasonable purposes related to this Agreement including the
installation of cabling or microwave equipment to interconnect buildings and
to connect to other telecommunication systems and grants specific rights to
FirstLink to use both existing coaxial and twisted pair cabling in the
Properties. FirstLink agrees to notify the Facility Manager when either
FirstLink or its authorized personnel are on-site.

4. TERM. The term of this Agreement shall be * years from the
date hereof. The original term maybe renewed for up to * additional periods
of * years each at the same terms and conditions upon written notice of at
least 180 days prior to the end of the original term or any renewal term.
Owner has the right to cancel this Agreement within 90 days of receipt of
FirstLink's renewal notice to be effective on the anniversary date.

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<PAGE>

6. OWNERSHIP AND CHARACTER OF THE SYSTEM. Except as otherwise
stated herein which includes pre-existing coaxial and twisted pair cabling,
the System, including any alterations and attachments, shall at all times
remain the sole property of FirstLink. It is the intention of the parties
that the System, and every component of the System, shall retain its
character as personal property following the installation of the System on
the Properties, and shall not be deemed to be a fixture constituting a part
of the Properties. No part of the System shall be or become subject to any
mortgage, deed of trust or lien upon the Properties.

7. SERVICE TO TENANTS. FirstLink shall provide Telephone
Service and other Telecommunication Services offered through the System to
each resident requesting them. FirstLink's obligation to provide or continue
Telecommunication Services shall be contingent on the resident paying service
charges and meeting other reasonable requirements as are established by
FirstLink from time to time. Residents electing to receive Telecommunication
Services offered by FirstLink shall do so through the execution and delivery
to Owner or FirstLink of a Tenant Services Agreement in the form provided,
from time to time, from FirstLink to Owner. Owner shall promptly provide
such executed documents to FirstLink. Residents requesting Telecommunication
Services shall 6e charged and billed individually for connection to the
System and for service at standard rates established solely by FirstLink from
time to time unless prohibited by applicable law or regulation. FirstLink
shall be solely responsible for invoicing, collections and bad debts related
to provision of Telecommunication Service to residents.

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<PAGE>

Agreement after thirty (30) day notice to cure. If FirstLink disagrees with
Owner's interpretation of the quality of FirstLink's service, both parties
hereby agree to arbitrate the dispute.

Bath parties agree that neither the Owner nor the Owner's agent shall have
any liability regarding the number of residents electing to use
Telecommunications Services.

a. COMMISSIONS. Owner shall be entitled to Commissions according
to the following schedule:

Penetration Rate Commission Percent
- -------------------------------------------------------------------------------
* *

Commissions are paid on all gross revenues actually collected for
telecommunications services, including internet access services, calling
cards, paging services, and cellular services provided to each living unit
served by FirstLink hereunder. Penetration rate is the number of living
units subscribing to any of FirstLink's services divided by the total number
of living units in the Property at the start of the 9uarter for which
commissions are payable. All commission payments hereunder will be paid
quarterly in arrears within thirty days of each quarter end.

9. ADDITIONAL OBLIGATIONS OF FIRSTLINK. FirstLink shall:

(a) Make a customer service representative available to receive
service requests or inquiries from Owner or residents and insure that it
responds to service requests within four (4) hours of receipt. Routine
maintenance services shall be performed by FirstLink during its normal
working hours. A technician shall arrive at the Properties to commence
maintenance services promptly after request by a customer of such services,
provided however, where such requests are made on, or on a day preceding a
Saturday, Sunday or holiday, FirstLink's system technician shall arrive at
the Properties to commence maintenance services on the next normal working
day. A technician shall be dispatched within four (4) hours of receipt of an
emergency service request or notification of a service problem affecting more
than one resident.

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<PAGE>

(b) Provide Owner with marketing materials, sales support and sales
training to enable Owner and Owner's employees to market Telecommunications
Services in accordance with Section 10(b);

(d) Repair or replace any damage to the Properties resulting from
Installation, operation, or removal of the System or any other acts by
FirstLink to the satisfaction of the Owner and restore Properties to their
original condition;

(e) Comply with all applicable regulatory requirements relating to
the provision of the Telecommunication Services provided by FirstLink as may
be in effect from time to time;

(f) Maintain the System in good order, condition and repair; and

(g) Provide Owner with business Telephone Services at the
Properties. Owner will pay the installation costs for providing such business
Telephone Services and will provide, at its own cost, all necessary ancillary
hardware such as keysets and operator consoles for the dedicated use of the
Owner; such costs will be reasonable and reflect customary installation
charges for business telephone systems.

(h) Pay all taxes resulting from the ownership or operation of
System and service.

10. OBLIGATIONS OF OWNER. Owner shall:

(a) Make the System Site available on a rent-free basis to
FirstLink during the term of this Agreement. The construction and location of
the System Site shall be as Owner and FirstLink reasonably agree, subject to
technical and regulatory requirements as determined by FirstLink. FirstLink
shall have twenty-four hour, seven day a week access to the System Site, and
Owner 5 employees and agents shall not disturb the System. It is understood
that Owner currently has no emergency power generator at the Properties.
FirstLink's system at each System Site will include backup battery capacity
of 3.3 - 10.0 hours depending on resident load. If power is interrupted to
the System, a FirstLink technician will be automatically paged, allowing
sufficient time for a

Page 5
<PAGE>

portable generator to be delivered to the System Site to provide temporary
power until normal power is restored.

(b) Use reasonable efforts to encourage its staff, agents and
representatives to encourage and promote the use of the Telecommunications
Services to residents and prospective residents as part of the amenities
provided by Owner at the Properties. Owner consents to FirstLink's use of
incentives and incentive programs with management personnel, leasing staff
and other personnel at the Properties for the purpose of promoting the System
and Telecommunication Services provided through the System. Such incentives
will be paid directly by FirstLink to the recipients. Owner's staff will
present the telecommunications service agreement and related information to
prospective tenants with the objective of securing sales. It is envisioned
that this selling process will require a minimal amount of time on behalf of
Owner's staff. If Owner determines that FirstLink incentives or incentive
programs are causing Owner's personnel to spend excessive time promoting
FirstLink services, Owner may request FirstLink to modify or cease such
incentives or incentive programs, such request to be not unreasonably made.
Upon such reasonable request by Owner FirstLink will modify or cease such
incentives or incentive programs. If tenants have additional questions or
require additional information, their sales lead will be referred to
FirstLink staff who will be responsible for responding to customer inquiries
and securing any resulting sales. FirstLink will also be fully responsible
for the initial sales conversion process;

(c) Promptly provide to FirstLink requested specifications on the
Properties, such as wiring schematics and/or building diagrams, a current
list of residents, addresses and their telephone numbers and other specific
information regarding resident transactions, such as rentals, move-ins,
move-outs, transfers, intents to vacate, and the entering into or termination
of leases and other information necessary to market and operate the
System and provide the Telecommunications Services according to this
Agreement or to comply with governmental or Utility Commission rules as may
be determined by FirstLink . Telephone numbers of residents are to be kept
confidential by FirstLink and used for operational -- not marketing --
purposes (such as determining whether a resident can retain a previous
telephone number).

(d) Cooperate with FirstLink in obtaining permits, consents,
licenses and any other requirements which may be necessary for FirstLink to
install and operate the System and furnish the Telecommunications Services;
provided that FirstLink shall pay all reasonable costs of the

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<PAGE>

Owner associated therewith except that Owner will pay installation costs as
described in Section 9(g);

(e) Provide reasonable access to the Properties to FirstLink and its
employees and agents to enable FirstLink to perform the activities
contemplated by or necessary under this Agreement including access for the
purpose of soliciting customers.

11. INSURANCE. FirstLink shall carry and maintain liability insurance
of $1,000,000 naming Owner and Owner's agent as additional insured covering
personal injury and property damage that may be caused to person(s), the
Properties or their contents, by the System or FirstLink's employees or
agents, including but not limited to the duties described in paragraph 17.
Owner and FirstLink each waive any right of recovery against each other for
any claims that may be brought for any loss that is covered by insurance upon
or relating to the Properties or the System to the extent of the actual
proceeds received by waiving party. Owner shall carry and maintain general
liability insurance related to the Properties.

12. TERMINATION OF THE AGREEMENT.

(b) FirstLink may terminate this Agreement, or discontinue the
provision of any Telecommunications Services provided hereunder, if in the
sole discretion of FirstLink, it ceases to be feasible for legal, economic or
regulatory reasons to provide Telecommunications Services to the Properties;
provided that FirstLink provides forty-five (45) days written notice to Owner.

(c) Any termination of this Agreement shall be effective as of the date
of termination, but FirstLink shall continue to provide Telecommunications
Services until the earlier of (i) all FirstLink customers at the Properties
are provided Telephone Service from another source or (ii) thirty (30) days
from the date of such termination. The provisions of this agreement necessary
for such continued services shall remain effective.

(d) Upon termination of this Agreement for any reason, FirstLink, or any
designee of FirstLink, including without limitation, any party providing
financing to FirstLink, shall have the

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<PAGE>

13. ASSIGNMENT OF THE AGREEMENT. This Agreement and the rights
hereunder may be assigned by FirstLink to any majority-owned subsidiary of
FirstLink or to an affiliate or party acquiring all or substantially all of
the assets of FirstLink upon prior written consent of Owner. Such consent
shall not be unreasonably withheld. Alternatively, the Agreement may be
assigned by FirstLink to any FirstLink subsidiary so long as FirstLink agrees
in writing that it shall remain liable for all obligations arising under this
Agreement. FirstLink may also assign this Agreement to any party providing
financing to FirstLink; provided that such assignment shall not relieve
FirstLink from its obligations hereunder. In connection with a sale or
disposition of the Properties, Owner shall request FirstLink's written
consent to assign this Agreement and shall require any subsequent owner of
the Properties to assume this Agreement and the rights and obligations
hereunder. Subject to the foregoing, this Agreement shall be binding upon and
shall inure to the benefit of the successors and assigns of the respective
parties to this Agreement.

14. OWNER WARRANTIES; INFORMATION. Owner warrants that (i) it has full
power and authority to grant to FirstLink the exclusive rights set forth in
this Agreement, (ii) that no party holds any rights or interests with respect
to the Properties that conflict with any rights or interests that Owner
grants to FirstLink under this Agreement; (iii) that the Properties is not
presently part of bankruptcy proceeding, foreclosure action, or deed in lieu
of foreclosure transaction; (iv) Owner is not in default of any mortgages or
other encumbrances on the Properties; and (v) no purchase contracts presently
exist as to the Properties.

15. FIRSTLINK WARRANTY. FirstLink warrants that it will comply with all
laws and licensing requirements concerning the installation and operation of
the System. Except as expressly stated in this Agreement, FirstLink makes no
representations or warranties regarding the System, express or implied,
including, but not limited to, any implied warranty of merchantability or
fitness for a particular purpose.

16. INDEPENDENT CONTRACTOR. FirstLink shall be and is an independent
contractor and Owner shall not control or direct the details and means by
which FirstLink performs its duties

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<PAGE>

under this Agreement. This Agreement shall not create the relationship of
employer and employee, a partnership or a joint venture.

17. EMERGENCY CALLS. FirstLink will use its commercially reasonable
best efforts to pass all "911" emergency calls through the System to
authorities and to assure identity of each dwelling unit placing such call
but makes no warranty or guaranty of any nature as to the promptness or
adequacy of any response to any such emergency call. FirstLink assumes no
responsibility whatsoever for any actions with respect to emergency calls
other than to use its reasonable best efforts to pass such traffic to
authorities through the System. In the event that the System has been
adversely affected by any situation described in Section 2 1, FirstLink shall
have no liability whatsoever for failure to pass on emergency telephone
traffic.

18. INDEMNIFICATION. Subject to the provisions set forth in Section 19
below, (i) FirstLink and Owner hereby agree to indemnify, defend and hold each
other (and each other's officers, directors, owners, employees, and agents)
harmless from and against all claims, losses and liabilities in any way relating
to, growing out of, or resulting from a material breach of each of their
respective obligations to the other under this Agreement ; and (ii) Owner will
indemnify FirstLink for damages to the System as provided in Section 3 herein.

19. LIMITATION OF REMEDIES. Notwithstanding any other provision of this
agreement but without limiting the mutual indemnification in Section 18,
neither FirstLink nor Owner shall be liable to any third party for any
incidental or consequential damages, including but not limited to lost
profits, of any nature whatsoever or for the condition or repair of any
telephone instrument or any property to which the System is attached.

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<PAGE>

20. ARBITRATION OF DISPUTES. Any controversy, dispute, or claim of
whatever nature arising out of, in connection with or in relation to the
interpretation, performance or breach of this Agreement, including any claim
based on contract, tort or statute, shall be resolved at the request of any
party to this Agreement, by final and binding arbitration before a single
arbitrator conducted at a location determined by the arbitrator in Portland,
Oregon, ( or jurisdiction where property is located, at Owner's election)
administered by and in accordance with the then existing rules of practice
and procedure established by the Arbitration Chapter of the Uniform Trial
Court Rules as then in effect in the State of Oregon, (or jurisdiction where
property is located, at Owner's election) and judgment upon any award
rendered by the arbitrator may be entered by any state or federal court
having jurisdiction thereof. If the parties cannot mutually agree on an
arbitrator, either party may petition the Presiding Judge of the Multnomah
County Circuit Court (or jurisdiction where property is located, at Owner's
election) to appoint an arbitrator. The arbitrator shall award attorney's
fees and costs of the arbitration procedure to the prevailing party. Both
parties acknowledge that they are giving up their right to have any such
claim decided in a court of law before a judge or jury, and hereby waive all
rights to appeal.

22. MISCELLANEOUS.

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<PAGE>

(c) GOVERNING LAW. The rights and obligations of the parties and all
interrpetations and performances of this Agreement shall be governed in all
respects by the laws of the State of Oregon.

(d) NOTICES. Any notice to be given by either party to the other shall be
in writing and either personally delivered or sent by certified mail, return
receipt requested, to the addresses of the Owner and FirstLink provided below.
Notices shall be deemed given when received or refused. Each party may change
its address for notice to it by notice in accordance with the foregoing
provisions.

FIRSTLINK: OWNER:

FirstLink Communications, Inc. Harsch Investment Corp.

255 SW Harrison, Suite IA 1121 SW Salmon Street
Portland, Oregon 97201 Portland, Oregon 97205
Facsimile: 503~06-4333 Facsimile: 503-274-2093
Telephone: 503~06-4444 Telephone: 503-242-2900
Attn: A. Roger Pease, CEO Attn: Susan S. Bowlsby

(g) AUTHORITY. Each individual signing this Agreement on behalf of a
corporation or partnership represents that he or she has the necessary authority
to execute this Agreement on behalf of such entity and that, in the case of a
corporation, all necessary corporate action has been taken approving the
execution of this Agreement.

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<PAGE>

Any person or entity executing this Agreement as "Owner" hereby represents and
warrants to FirstLink that it is fully authorized by Owner to execute this
Agreement and to bind Owner to the terms and obligations set forth in this
Agreement and the Owner is fully aware of the existence and contents of this
Agreement. Owner and any person or entity executing this Agreement on Owner's
behalf acknowledges that Owner shall be estopped from claiming that this
Agreement was executed by a person or entity lacking actual authority to bind
Owner.

(h) FURTHER ASSURANCES. Upon the reasonable request of either party, the
other party shall promptly and, at its own expense, execute and deliver any
additional documents or take such actions, as may be reasonably necessary
(subject to any other agreement binding on either party) for the purpose of
evidencing or perfecting any rights or interest of either party arising under
this Agreement or arising under documents executed in accordance with this
Agreement.

This Agreement has been signed and delivered as of the above date.

FIRSTLINK: OWNER

By: /s/ A. Roger Pease By: [ILLEGIBLE]
------------------------------- --------------------------------

Title: CEO Title: VP
---------------------------- --------------------------------

Page 12

<PAGE>

Exhibit No. 10.12.1 Telecommunications Services Agreement between Registrant
and Crossing Development Corporation (Legends).

Certain information in this exhibit has been omitted pursuant to Rule 406
of the Securities Act. Omitted information is designated by "*".

<PAGE>

FIRSTLINK COMMUNICATIONS, INC.

AND

CROSSINGS DEVELOPMENT CORPORATION, ON BEHALF OF LEGENDS

CONDOMINIUM ASSOCIATION

CORPORATION

TELECOMMUNICATIONS SERVICES AGREEMENT

This agreement ("Agreement") is entered into as of September 25, 1997, by and
between FirstLink Communications, Inc., an Oregon corporation ("FirstLink"),
and the Crossings Development Corporation, a Washington corporation
("Owner"), on behalf of Legends Condominium Association.

1. PROPERTY. Owner owns the multi-family residential complex commonly
known as Legends, located at 1 132 SW 19th, Portland, Oregon 97205 which
consists of 80 living units (the "Property").

2. GRANT OF RIGHTS.

(a) Owner grants FirstLink the sole and exclusive right, except as
provided in the last sentence of clause (b) below, to operate and maintain
the System on, off and through the Property and the sole and exclusive right
to provide Telecommunication Services to residents of the Property. "System"
shall mean all electronic devices, cable, wire, hardware, software and other
material used to transmit and receive two-way voice and data communications,
telephone service ("Telephone Service"), multi-channel TV, video on demand,
audio on demand, voice mail, data services and other means of two-way
communication distribution, whether now existing or hereafter developed
(collectively "Telecommunication Services") as between the Property and the
local and/or long distance telephone networks or other outside distributor of
these and other services.

It is anticipated that Telephone Services will include local and long
distance calling, multi-channel television, voice mail and calling features
such as conference calling, call waiting and call forwarding. Additional
services will be added from time to time, as available and as warranted by
resident demand. Such additional Telecommunication Services may include:
video conferencing, on-line computer services, electronic mail, wireless
services (such as cellular telephone) and other types of services. There can
be no assurance that any or all of the above

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<PAGE>

additional services will be made available. Their availability is dependent
upon many variables and factors beyond FirstLink's control. Such factors
include, but are not limited to, technical feasibility, economic, regulatory
and market considerations.

(b) Owner agrees that it will not grant access to the Property to any
person or entity, other than FirstLink, for the purpose of operating or
maintaining the System, or permit the installation, maintenance or operation
at the Property of any other equipment, wire, cable, or material by any
person or entity that similarly provides Telecommunication Services. So long
as it is a requirement of law that a local telephone company also serve the
Property, this exclusivity provision shall not deny such local telephone
company the right to serve residents of the Property.

3. SYSTEM EXPENSES. Other than as set forth herein, Owner shall bear
all expenses to install, operate, maintain and repair the telephone switching
equipment included in the System. Owner shall pay to FirstLink a quarterly
maintenance fee of $1 200 , due on the fifteenth day of the first month of
each calendar quarter, for FirstLink's day4o~ay maintenance of the system.
The quarterly amount due will be deducted from commissions due Owner under
section 7 below. If commissions due Owner in any quarter are less than $1200,
then Owner will remit the remaining amount due to FirstLink. The quarterly
maintenance fee will be $900 in any quarter in which FirstLink telephone
subscri6ers exceed 60 units. All equipment and materials expense shall be the
responsibility of the owner. Owner shall, at Owner's expense and cost,
provide electrical power to the System and shall pay for any damage to the
System caused by Owner or Owner's agent(s) or employees. FirstLink shall pay
for any damage to the System caused by FirstLink or FirstLink's agent(s) or
employees. Upon mutual agreement of FirstLink and Owner, such agreement not
to be unreasonably withheld by either party, FirstLink and its authorized
personnel shall have access to the Property for any reasonable purposes
related to this Agreement.

4. TERM. The term of this Agreement shall be * from the date
hereof. The original term will automatically be renewed for up to *
additional periods of - years each unless either party otherwise notifies the
other in writing at least 180 days prior to the end of the original term or
any renewal term.

5. OWNERSHIP AND CHARACTER OF THE SYSTEM. Except as otherwise stated
herein, the System, including any alterations and attachments, shall at all
times remain the sole Property of Owner.

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<PAGE>

6. SERVICE TO RESIDENTS. FirstLink shall provide Telephone Service
and other Telecommunication Services offered through the System to each
resident requesting them. FirstLink's obligation to provide or continue
Telecommunication Services shall be contingent on the resident paying service
charges and meeting other reasonable requirements as are established by
FirstLink from time to time. If a resident fails to pay service charges or
meet other requirements, FirstLink will notify Owner before sending
disconnect notice so that Owner may intervene and pay the required service
charge or meet the other requirements on behalf of the resident. Such notice
will be given owner only if resident has given prior authorization to
FirstLink to do so. Disconnect notices are sent no earlier than 45 days after
bills are rendered. Residents electing to receive Telecommunication Services
offered by FirstLink shall do so through the execution and delivery to Owner
or FirstLink of a Resident Services Agreement in the form provided (see
Attachment A), from time to time, from FirstLink to Owner. Owner shall
promptly provide such executed documents to FirstLink and may retain a copy
for Owner's use. FirstLink will provide Owner monthly a copy of FirstLink's
Resident Document (ResDoc) for the Property. Residents requesting
Telecommunication Services shall be charged and billed individually for
connection to the System. Billing rates, promotional programs and services
offered to residents by FirstLink shall be competitive and consistent with
those rates and rate structures offered by FirstLink to other FirstLink
customers in the Greater Metropolitan Portland Area (see Attachment B).
FirstLink shall be solely responsible for invoicing, collections and bad
debts related to provision of Telecommunication Service to residents.

7 COMMISSIONS. Owner shall be entitled to Commissions equal to * of
all gross revenues actually collected for basic local telephone services. All
commission payments hereunder will be paid quarterly in arrears net of
FirstLink's quarterly maintenance fee (Section 3, above).

8. ADDITIONAL OBLIGATIONS OF FIRSTLINK. FirstLink shall:

Page 3
<PAGE>

made on, or on a day preceding a Saturday, Sunday or holiday, FirstLink's
system technician shall arrive at the Property to commence maintenance
services on the next normal working day.

(b) Provide Owner with marketing materials, sales support and sales
training to enable Owner and Owner's employees to market Telecommunications
Services En accordance with Section 9(b);

(d) Comply with all applicable regulatory requirements relating to the
provision of the Telecommunication Services provided by FirstLink as may be
in effect from time to time;

(e) Maintain the System in good order, condition and repair.

9. ADDITIONAL OBLIGATIONS OF OWNER. Owner shall:

(a) Make the System available to FirstLink during the term of this
Agreement on a twenty-four hour, seven day a week basis. Owner's employees
and agents shall not disturb the System;

(b) Use reasonable efforts to have its staff, agents and
representatives present and explain the use of the Telecommunications
Services to residents and prospective residents as part of the amenities
provided by Owner at the Property. Owner's staff will present the
telecommunications service agreement and related information to prospective
residents. It is envisioned that this process will require a minimal
amount of time on behalf of Owner's staff. If residents have additional
questions or require additional information, they will be referred to
FirstLink staff who will be responsible for responding to customer
inquiries.

(c) Promptly provide to FirstLink requested specifications on the
Property, such as wiring schematics and/or building diagrams, a current list
of residents, addresses and their telephone numbers and other specific
information regarding resident transactions, such as move-ins, move-outs,
transfers, intents to vacate, and the entering into or termination of
purchase agreements and other information necessary to market and operate the
System and provide the Telecommunications services according to this
Agreement or to comply with governmental or

Page 4
<PAGE>

Utility Commission rules as may be determined by FirstLink; promptly provide
to FirstLink all manuals and equipment information relating to the Cortelco
switch and any other equipment used in the System.

(d) Cooperate with FirstLink in obtaining permits, consents, licenses
and any other requirements which may be necessary for FirstLink to operate
the System and furnish the Telecommunications Services.

(e) Provide reasonable access agents to enable FirstLink to perform the
Agreement including access for the purpose to the Property to FirstLink and
its employees and activities contemplated by or necessary under this of
soliciting customers.

(f) Owner shall retain and bear the expenses related to retention of
the existing trunk facilities between the System and MCI and shall install
and bear the costs of installation and operation of one additional trunks
between the System and FirstLink's switching facility. Upon removal of the
MCI trunk, an additional trunk between the System and FirstLink's switching
facility may be substituted at owner's expense.

10. INSURANCE. FirstLink shall carry and maintain liability insurance
of $1,000,000 naming Owner and Owner's agent as additional insured covering
personal injury and Property damage that may be caused to person(s), the
Property or its contents, by the System or FirstLink's employees or agents.
Owner and FirstLink each waive any right of recovery against each other for
any claims that may be brought for any loss that is covered by insurance upon
or relating to the Property or the System to the extent of the actual
proceeds received by waiving party. Owner shall carry and maintain general
liability insurance related to the Property.

11. TERMINATION OF THE AGREEMENT.

(a) This Agreement may be terminated at any time by mutual agreement of
the parties.

(b) Any termination of this Agreement shall be effective as of the
date of termination, but FirstLink shall continue to provide
Telecommunications Services until the earlier of (i) all FirstLink customers
at the Property are provided Telephone Service from another source or (ii)
thirty (30) days from the date of such termination. The provisions of this
agreement necessary for such continued services shall remain effective.

Page 5
<PAGE>

(c) Upon termination of this Agreement for any reason, FirstLink, or
any designee of FirstLink, including without limitation, any party providing
financing to FirstLink, shall have the right, after providing Owner with
written notice of at least sixty (60) days, without further demand, to enter
upon the Property and to dismantle and remove or render inoperative any and
all equipment or other Property purchased or owned by FirstLink.

12. ASSIGNMENT OF THE AGREEMENT. This Agreement and the rights
hereunder may be assigned by FirstLink to any majority-owned subsidiary of
FirstLink or to an affiliate or party acquiring all or substantially all of
the assets of FirstLink upon prior written consent of Owner. Such consent
shall not be unreasonably withheld. Alternatively, the Agreement may be
assigned by FirstLink to any FirstLink subsidiary so long as FirstLink agrees
in writing that it shall remain liable for all obligations arising under this
Agreement. FirstLink may also assign this Agreement to any party providing
financing to FirstLink; provided that such assignment shall not relieve
FirstLink from its obligations hereunder. In connection with a sale or
disposition of the Property, Owner shall request FirstLink's written consent
to assign this Agreement and shall require any subsequent owner of the
Property to assume this Agreement and the rights and obligations hereunder.
Subject to the foregoing, this Agreement shall be binding upon and shall
inure to the benefit of the successors and assigns of the respective parties
to this Agreement.

13. OWNER WARRANTIES: INFORMATION. Owner warrants that (i) it has full
power and authority to grant to FirstLink the exclusive rights set forth in
this Agreement, (ii) that no party holds any rights or interests with respect
to the Property that conflict with any rights or interests that Owner grants
to FirstLink under this Agreement; (iii) that the Property is not presently
part of bankruptcy proceeding, foreclosure action, or deed in lieu of
foreclosure transaction; (iv) Owner is not in default of any mortgages or
other encumbrances on the Property; (v) no purchase contracts presently exist
as to the Property; and (vi) it has entered into an agreement with the
Legends Condominium Association that upon 75% percent of the units at the
Property being sold ownership of the System will transfer to the Association
and this Agreement will continue to be binding on the Association after such
transfer.

14. FIRSTLINK WARRANTY. FirstLink warrants that it will comply with
all laws and licensing requirements concerning the installation and operation
of the System. Except as expressly stated in this Agreement, FirstLink makes
no express representations or warranties regarding the provision of
Telecommunications Services, however, implied warranty of merchantability or
fitness for a particular purpose is not waived.

Page 6

<PAGE>

15. INDEPENDENT CONTRACTOR. FirstLink shall be and is an independent
contractor and Owner shall not control or direct the details and means by
which FirstLink performs its duties under this Agreement. This Agreement
shall not create the relationship of employer and employee, a partnership or
a joint venture.

16. EMERGENCY CALLS. FirstLink will use its reasonable best efforts to
pass all "911" emergency calls, in a manner which identifies the unit number
from which the call originates, through the System to authorities but makes
no warranty or guaranty of any nature as to the promptness or adequacy of
any response to any such emergency call. FirstLink assumes no responsibility
whatsoever for any actions with respect to emergency calls other than to use
its reasonable best efforts to pass such traffic to authorities through the
System. In the event that the System has been adversely affected by any
situation described in Section 20, FirstLink shall have no liability
whatsoever for failure to pass on emergency telephone traffic.

17. INDEMNIFICATION. Subject to the provisions set forth in Section 18
below, FirstLink and Owner hereby agree to indemnify, defend and hold each
other (and each other's officers, directors, owners, employees, and agents)
harmless from and against all claims, losses and liabilities in any way
relating to, growing out of, or resulting from a material breach of each of
their respective obligations under this Agreement.

In addition, FirstLink agrees to indemnify, defend and hold harmless Owner
and Owner's partners, employees and agents from and against all damages,
losses, liabilities, costs, and expenses (including reasonable attorneys'
fees) resulting from claims made or causes of action asserted by third
parties (including, without limitation, residents of the Property) arising
out of or relating to (i) the performance by FirstLink (or its employees or
agents) of its obligations under this Agreement, (ii) the provision of
Telecommunications Services or (iii) compliance of FirstLink with applicable
laws and regulations, except to the extent such matters are attributable to
the gross negligence or willful misconduct of Owner.

18. LIMITATION OF REMEDIES. Notwithstanding any other provision of
this agreement but without limiting the mutual indemnification in Section 17,
neither FirstLink nor Owner shall be liable to any third party for any
incidental or consequential damages, including but not limited to lost
profits, of any nature whatsoever or for the condition or repair of any
telephone instrument or any Property to which the System is attached.

Page 7

<PAGE>

19. ARBITRATION OF DISPUTES. Any controversy, dispute, or claim of
whatever nature arising out of, in connection with or in relation to the
interpretation, performance or breach of this Agreement, including any claim
based on contract, tort or statute, shall be resolved at the request of any
party to this Agreement, by final and binding arbitration before a single
arbitrator conducted at a location determined by the arbitrator in Portland,
Oregon, administered by and in accordance with the then existing rules of
practice and procedure established by the Arbitration Chapter of the Uniform
Trial Court Rules as then in effect in the State of Oregon, and judgment upon
any award rendered by the arbitrator may be entered by any state or federal
court having jurisdiction thereof. The arbitrator shall award attorney's
fees and costs of the arbitration procedure to the prevailing party. Both
parties acknowledge that they are giving up their right to have any such
claim decided in a court of law before a judge or jury, and hereby waive all
rights to appeal.

20. FORCE MAJEURE. If the performance of any of the obligations under
this Agreement is interfered with by any reason or any circumstances beyond
the reasonable control of the parties, including, but not limited to, fire,
earthquake, storm, volcanic eruption, explosion, power failure or power
surge, technological obsolescence, acts of God, war, revolution, civil
commotion, or requirement of any government or legal body or any
representative of any such government or legal body, labor unrest, including
but not limited to, strikes, slowdowns, picketing or boycotts, then the
parties shall be excused from performance on a day-by-day basis to the extent
of such interference.

21. MISCELLANEOUS.

(b) WAIVER. The failure by either party at any time to require
performance by the other party or to claim a breach of any provision of this
Agreement shall not be construed as

Page 8

<PAGE>

affecting any subsequent breach or the right to require performance or to
claim a breach with respect thereto.

(c) GOVERNING LAW. The rights and obligations of the parties and all
interpretations and performances of this Agreement shall be governed in all
respects by the laws of the State of Oregon.

(d) NOTICES. Any notice to be given by either party to the other shall
be in writing and either personally delivered or sent by certified mail,
return receipt requested, to the addresses of the Owner and FirstLink
provided below. Notices shall be deemed given when received or refused. Each
party may change its address for notice to it by notice in accordance with
the foregoing provisions.

FIRSTLINK:

FirstLink Communications, Inc.
255 SW Harrison, Suite 1A
Portland, Oregon 97201
Facsimile: 503-306-4333
Telephone: 503-306-4444
Attn: A. Roger Pease, CEO

LEGENDS CONDOMINIUM ASSOCIATION:

Crossings Development Corporation on behalf of Legends Condominium Association

1132 SW 19th Avenue
Portland, Oregon 97205
Facsimile: 503-525-9302
Telephone: 503-205-6174
Attn: Carol L. Hardie, Vice President

OWNER:

Page 9

<PAGE>

Crossings Development Corporation
1302 26th Avenue Northwest
Gig Harbor, Washington 98335
Facsimile: 253-851-2365
Telephone: 253-851-2381

Attn: Gary Soule, Vice President Development Technology, or Rick Boehlke, CEO

(f) ATTORNEYS' FEES AND COSTS. IF arbitration or other proceedings
are brought to enforce or interpret this Agreement, the substantially
prevailing party shall be entitled to recover reasonable attorneys' fees and
other costs incurred in such action, arbitration or proceeding from the other
party, in addition to any other relief to which such party may be entitled.

Any person or entity executing this Agreement as "Owner" hereby represents
and warrants to FirstLink that it is fully authorized by Owner to execute
this Agreement and to bind Owner to the terms and obligations set forth in
this Agreement and the Owner is fully aware of the existence and contents of
this Agreement. Owner and any person or entity executing this Agreement on
Owner's behalf acknowledges that Owner shall be estopped from claiming that
this Agreement was executed by a person or entity lacking actual authority to
bind Owner.

(h) FURTHER ASSURANCES. Upon the reasonable request of either party,
the other party shall promptly and, at its own expense, execute and deliver
any additional documents or take such actions, as may be reasonably necessary
(subject to any other agreement binding on either party) for the purpose of
evidencing or perfecting any rights or interest of either party ansing under
this Agreement or arising under documents executed in accordance with this
Agreement.

Page 10

<PAGE>

THIS AGREEMENT HAS BEEN SIGNED AND DELIVERED AS OF THE ABOVE DATE.

FIRSTLINK COMMUNICATIONS, INC.

BY: /s/ A. Roger Pease
---------------------------
A. Roger Pease
Chief Executive Officer

LEGENDS CONDOMINIUM ASSOCIATION:

Crossings Development Corporation on behalf of Legends Condominium Association

BY: /s/ Carol L. Hardie
---------------------------
Carol L. Hardie
Vice President

OWNER:

Crossings Development Corporation

BY: /s/ Gary D. [ILLEGIBLE]
---------------------------
Vice President Development
---------------------------
& Technology
---------------------------

Page 11

<PAGE>

ATTACHMENT A

FIRSTLINK

RESIDENT SERVICE AGREEMENT: LEGENDS

I WANT TO BE CONNECTED. LET'S CRUNCH MY PHONE AND CABLE RATES DOWN TO SIZE!

/ / LOCAL AND LONG DISTANCE PHONE PROVIDED BY FIRSTLINK

/ / EXPANDED BASIC CABLE TELEVISION (54 CHANNELS)

/ / PREMIUM CHANNELS: HBO / SHOWTIME / THE DISNEY CHANNEL / THE MOVIE CHANNEL

/ / I AM INTERESTED IN A FIRSTLINK CALLING CARD

MY MONTHLY RATE WILL BE:
- ---------------------------------------------
TELEPHONE AND BASIC CABLE ($-) $
----------
TELEPHONE ONLY ($-) $
----------
CABLE TELEVISION ONLY ($-) $
----------
OTHER $
----------
TOTAL $
----------
----------

- - *ALL TAXES AND FEES INCLUDED

MY NEW TELEPHONE NUMBER WILL BE: .
-------------

TELEPHONE NUMBER WE CAN CONTACT YOU AT PRIOR TO SERVICE ACTIVATION: .
------------

PLEASE ACTIVATE MY FIRSTLINK SERVICES ON AT THE ADDRESS
-------------------
BELOW.

1132 SW 19TH APT. ______
PORTLAND, OR 97205

- ------------------------------------------------------------------------------

SIGNATURE DATE
--------------------- -----------------------

PRINT NAME SOCIAL SECURITY #
----------------------- ----------

ACCOUNT REPRESENTATIVE DATE
----------- -----------------------

- ------------------------------------------------------------------------------

THE ABOVE SIGNATURE VERIFIES THAT I HAVE READ, UNDERSTOOD AND AGREE WITH THE
TERMS AND CONDITIONS FOR THE SERVICE CONTAINED ON BOTH SIDES OF THIS AGREEMENT.

<PAGE>

ATTACHMENT B

FIRSTLINK

LEGENDS
WE'RE CRUNCHING YOUR CABLE AND PHONE RATES DOWN TO SIZE!!!

----------------------------
RATES
----------------------------
TCI/US WEST/ YOUR
SELECTED SERVICE PACKAGES FIRSTLINK AT&T SAVINGS
- ---------------------------------------------- --------- ------------ -------
<S> <C> <C> <C>
- - TCI Expanded Basic Cable Television Only $27.00 $28.93 7%
- With Cable/Phone Combination $24.00 17%

- - Residence Telephone Line and EAS* $21.00 $21.24 1%
- With Cable/Phone Combination $19.00 11%

- - Cable TV + Phone Package $43.00 $50.17 14%

- - Call Waiting $3.65 $3.85 5%

- - Call Forwarding $2.40 $2.50 4%

- - Three-Way Calling $2.40 $2.50 4%

- - Voicemail $6.60 $6.95 5%

</TABLE>

- ------------------------------------------------------------------------------

LONG DISTANCE
PROGRAMS: TELEPHONE TELEPHONE AND
RATE ONLY CABLE
------------------- ---- -------------------
5% LOCAL 15%
DISCOUNT OFF FLAT MONTHLY TELEPHONE 5% PACKAGE MINIMUM
PROGRAM AT&T RATE FEE DISCOUNT DISCOUNT DISCOUNT USAGE
- ------- ------------ ---- ------- --------- -------- -------- -------
<S> <C> <C> <C> <C> <C> <C> <C>
PLAN 1 X none X X none
Volume Discount

PLAN 2 $.15 none X X none
$.15 Flat

PLAN 3 $.10 $4.95 X X none
$.10 Flat

PLAN 4 $.09 $4.95 X X $200.00(1)
$.09 Flat

</TABLE>

(1) $.15 per minute in which domestic (continental U.S.) long distance usage
is less than $200; month-to-month carryovers are not allowed.

<PAGE>

Exhibit No. 10.13.1 Telecommunications Services Agreement between Registrant
and Parkside Place (Parkside Plaza).

Certain information in this exhibit has been omitted pursuant to Rule 406
of the Securities Act. Omitted information is designated by "*".

<PAGE>

FIRSTLINK COMMUNICATIONS, INC.
and
PARKSIDE PLAZA

This agreement ("Agreement") is entered into as of January 6, 1998 (the
"Effective Date"), by and between FirstLink Communications, Inc., an Oregon
corporation ("FirstLink"), and Parkside Plaza, an Oregon general partnership
("Owner").

Definitions. For purposes of this Agreement, the following terms shall
have the meanings set forth in this section:

(a) Additional Telecommunications Services" shall mean services not
included in the definition of "Telecommunications Services," and may include
Prolink-SM-direct Internet access, video conferencing, on-line computer
services, electronic mail, wireless services (such as cellular telephone) and
other types of services.

(b) "Adequate Records" shall mean such records as would be necessary
for a complete audit by a certified public accountant of gross revenues
actually collected by FirstLink or its agents for Telephone Service
originating at the Property and for Basic Cable Television Service provided
to residents.

(c) "Basic Cable Television Services" shall mean a standard package of
cable television services and shall include an expanded selection of cable
channels.

(d) "Enhanced Calling Features" shall mean additional features not
included in the definition of "Telephone Service," including, but not limited
to, conference calling, call waiting, and call forwarding.

(e) "Enhanced Services" shall mean other optional services provided to
Telephone Service subscribers, including, but not limited to, voicemail.

(f) "Inside Wire" shall mean the conduits, wires, cables, and outlets
affixed to the Property and owned and installed by Owner.

CONFIDENTIAL

Page 1

<PAGE>

(g) "Premium Cable Television Services" shall mean a premium package of
cable television services, including Basic Cable Television Services and
additional services.

(h) "Property" shall mean the multi-family residential complex commonly
known as Parkside Plaza, located at 301 S.W. Lincoln Street, Portland, Oregon
97201, consisting of 208 residential units.

(i) "The System" shall mean all of FirstLink's electronic devices,
cable, wire, hardware, software and other material used to transmit and
receive Telecommunications Services and Additional Telecommunications
Services. The System shall not include Inside Wire.

(j) "System Site" shall mean an adequate and secure space to house the
switch and other fixed parts of the System.

(k) "Telephone Service" shall mean the provision of dial tone and
access to the local and long-distance telecommunications networks for two-way
transmission of voice and data.

(i) "Telecommunications Services" shall mean Telephone Service,
Enhanced Services and Enhanced Calling Features, Basic Cable Television
Services and Premium Cable Television Services.

1. STATEMENT OF AUTHORITY. Owner owns the Property, including the
Inside Wire, and has the authority to enter into this Agreement. FirstLink
is a provider of shared telecommunications services, authorized to provide
such services to the Property under the laws of the State of Oregon and is
authorized to enter into this Agreement.

CONFIDENTIAL

Page 2

<PAGE>

2. GRANT OF RIGHTS.

(a) Owner grants FirstLink the sole and exclusive right, except as
provided in Section 10(h) of this Agreement, to install, own, operate,
replace and maintain the System on and through the Property for the term of
this Agreement.

(b) Owner grants FirstLink a license to use and occupy the System Site
without charge for so long as this Agreement is in effect. The system site
shall be at a location to be mutually agreed upon by FirstLink and Owner. The
System Site must meet technical and regulatory requirements identified by
FirstLink. FirstLink shall have twenty-four hour, seven-day-a-week access to
the System Site, subject to reasonable rules and security procedures imposed
by Owner, and Owner's employees and agents shall not disturb the System.

(c) Owner grants FirstLink and its authorized personnel access to the
Property for any reasonable purposes related to this Agreement, subject to
reasonable rules and security procedures imposed by Owner.

(d) Owner grants FirstLink the right to use the coaxial and twisted
pair cabling in the Property.

3. DUTY TO PROVIDE SERVICE.

(a) FirstLink agrees to provide Telecommunications Services to any
resident of the Property who has the ability to pay and orders such services.

(b) FirstLink agrees to offer Additional Telecommunications Services
from time to time to any resident of the Property who has the ability to pay
and orders such services if the provision of such services is technically
feasible, economically rational, and warranted by resident demand.

(c) FirstLink shall not have the obligation to provide or continue
services to any resident of the Property who does not pay service charges in
a timely manner, subject to the requirements of state law governing
disconnection of Telecommunications Services or any of the individual
services that make up

CONFIDENTIAL

Page 3

<PAGE>

Telecommunications Services. In addition, FirstLink's obligation to provide
or continue services to any resident of the Property shall be contingent on
the resident completing a Tenant Services Agreement and meeting other
reasonable and lawful requirements as may be established by FirstLink from
time to time.

4. DUTY TO PAY COMMISSIONS.

(a) FirstLink shall pay Owner commissions equal to * of all gross
revenues actually collected by FirstLink or its agents for Telephone Service
originating at the Property and for Basic Cable Television Service provided
to residents. All commission payments will be paid quarterly in arrears.

(b) FirstLink shall maintain adequate records for a period of three (3)
years following the payment of commissions as described in subparagraph (a)
of this paragraph.

(c) At any time during that three (3) year period, Owner or its agents
may inspect and/or audit such records during normal business hours. In the
event that any such inspection or audit discloses that FirstLink was
obligated to pay commissions in excess of those it actually paid, an
appropriate adjustment shall be made immediately. In the event the amount of
under compensation exceeds five percent (5%) of the sum that should have been
paid to Owner by FirstLink, FirstLink shall reimburse Owner for all expenses
of such inspection or audit.

5. SYSTEM EXPENSES.

(a) FirstLink shall be solely responsible for all expenses related to
the installation, operation, maintenance and repair of the System.

(b) Owner shall provide access to electrical power for the System.
FirstLink shall be responsible for the expense of connecting to the power.
Based upon FirstLink's representation that the power consumed by the System
is approximately 144 Kwh per month, Owner agrees to provide all power
consumed by the System.

CONFIDENTIAL

Page 4
<PAGE>

(c) Owner shall be solely responsible for damage to the System caused
by the negligence or misconduct of Owner or Owner's agent(s) or employees.

6. TERM. The term of this Agreement shall be * years from the
Effective Date of this Agreement.

7. INSTALLATION

(a) FirstLink shall install the System as soon as practicable.

(b) FirstLink shall give Owner at least ten (10) days' notice prior to
the commencement of installation.

(c) FirstLink may subcontract activities related to the installation of
the System, but shall be responsible for any and all acts and/or omissions by
any subcontractor.

(d) FirstLink shall not permit any person to place any lien upon the
Property.

(e) FirstLink shall, at its sole expense, repair or replace any damage
to the Property resulting from installation, operation, or removal of the
System to the satisfaction of Owner.

8. OWNERSHIP AND CHARACTER OF THE SYSTEM. Except as otherwise stated
herein, the System, including any alterations and attachments, shall at all
times remain the sole property of FirstLink. It is the intention of the
parties that the System, and every component of the System, shall retain its
character as personal property following the installation of the System on
the Property and shall not be deemed to be a fixture of the Property. No part
of the System shall be or become subject to any mortgage, deed of trust or
lien upon the Property.

CONFIDENTIAL

Page 5
<PAGE>

9. MAINTENANCE OF THE SYSTEM.

(a) FirstLink shall maintain the System in good order, condition and
repair.

(b) Routine maintenance services shall be performed by FirstLink during
normal working hours.

10. SERVICE TO TENANTS OF THE PROPERTY.

(a) FirstLink shall provide Owner with copies of its current form
Tenant Services Agreement from time to time. FirstLink may update its Tenant
Services Agreement from time to time, and it shall be the sole responsibility
of FirstLink to remove any out-of-date forms from circulation and to ensure
that Owner has sufficient copies of the current form.

(b) Any resident electing to receive Telecommunications Services from
FirstLink shall do so through the execution and delivery to FirstLink of a
Tenant Services Agreement. Owner shall provide a location where tenants may
deposit executed Tenant Services Agreements for pick-up by FirstLink, in a
manner to be determined by mutual agreement.

(c) To the extent permitted by applicable law or regulation, FirstLink
shall have the sole authority to establish standard rates for services
("Standard Rates") and may revise the Standard Rates from time to time. Rates
must be reasonable from a market perspective.

(d) Each resident receiving Telecommunications Services from FirstLink
shall be charged and billed individually at FirstLink's standard rates for
connection to the System and for service. In no event shall Owner be
responsible for the payment of any resident bills for such services.

(e) FirstLink shall be solely responsible for invoicing, collections
and bad debts related to provision of service to residents. FirstLink shall
strictly abide by

CONFIDENTIAL

Page 6

<PAGE>

all local, state and federal laws, regulations and rules concerning the
collection of debts and other payments due from customers.

(f) FirstLink shall make a customer service representative available to
receive service requests or inquiries from Owner or residents and to ensure
that all service requests are responded to within four (4) hours.

(g) FirstLink shall install a telephone in the lobby of the Property
for use by tenants wishing to contact FirstLink for installation or service
purposes.

(h) To the extent a resident wishes to purchase Telecommunications
Services from another provider, FirstLink shall cooperate with the resident
and the resident's chosen authorized service provider(s) to allow the
provider(s) reasonable access to the System to establish and maintain service
to the resident. As allowed by law, FirstLink may charge a reasonable
non-recurring fee to cover its costs in providing access and switching over
service to the resident's provider.

11. Marketing of Telecommunications Services.

(a) Owner agrees to instruct its agents to present the FirstLink Tenant
Services Agreement and related information to current and prospective
residents and to refer them to FirstLink customer service staff for
additional information.

(b) Owner agrees to provide FirstLink with information for use in
marketing its Telecommunications Services, including lists of move-ins,
move-outs, transfers, and intents to vacate.

(c) FirstLink shall provide Owner with marketing materials and training
necessary to enable Owner and its employees and agents to inform prospective
residents and residents about the Telecommunications Services provided by
FirstLink.

(d) FirstLink shall provide qualified and knowledgeable staff support
to respond to inquiries from Owner, its agents, and employees on behalf of

CONFIDENTIAL

Page 7

<PAGE>

prospective residents and residents, and to respond to inquiries and requests
for service from residents.

(e) FirstLink shall provide current tenants of the Property with
incentives to subscribe to FirstLink for Telecommunications Services. The
duration and composition of these incentives shall be determined by mutual
agreement.

12. TAXES. FirstLink shall pay all taxes resulting from the ownership
or operation of the System and the provision of Telecommunications Services
under this Agreement.

13. COMPLIANCE WITH REGULATIONS.

(a) FirstLink shall comply with all applicable federal, state, and local
regulatory requirements relating to the provision of the Telecommunications
Services by FirstLink.

(b) Owner will provide FirstLink with any information FirstLink shall
reasonably require to comply with such regulatory requirements.

(c) Owner shall cooperate with FirstLink in obtaining permits,
consents, licenses and any other requirements that may be necessary for
FirstLink to install and operate the System and furnish the
Telecommunications Services; provided that FirstLink shall pay all reasonable
costs of the Owner associated therewith.

14. INSURANCE. FirstLink shall have sole responsibility to insure the
System against loss or damage. In addition, FirstLink shall carry and
maintain commercial liability insurance of $1,000,000, naming Owner and
Owner's agent as additional insureds covering personal injury and Property
damage that may be caused to person(s), the Property or its contents, by the
System or FirstLink's employees or agents. Such policy shall not be canceled
without thirty (30) days' written notice to Owner. Owner shall carry and
maintain general liability insurance related to the Property.

CONFIDENTIAL

Page 8

<PAGE>

15. TERMINATION OF THE AGREEMENT.

(a) This Agreement may be terminated by either party prior to its
stated term if there has been a material breach of the terms of this
Agreement by the other party and if within forty-five (45) days after
receiving notice of such breach from the party seeking to terminate, such
breach has not been cured.

(b) FirstLink may terminate this Agreement, or discontinue the
provision of any Telecommunications Services provided hereunder, if in the
sole discretion of FirstLink, it ceases to be feasible for legal, economic or
regulatory reasons to provide Telecommunications Services to the Property;
provided that FirstLink provides forty-five (45) days' written notice to
Owner.

(c) This Agreement may also be terminated by FirstLink if there is a
continuing material failure by Owner to provide the services to FirstLink
contemplated hereby.

(d) Any termination of this Agreement shall be effective as of the date
of termination, but FirstLink shall continue to provide Telecommunications
Services for a period of sixty (60) days from the date that FirstLink
provides notice of the termination to its customers, or until all FirstLink
customers at the Property are provided Telephone Service from another
source, whichever is sooner ("continuation period"). All provisions of this
Agreement necessary for the continued provision of Telecommunications
Services during this continuation period shall remain in effect throughout
the continuation period.

(e) Upon termination of this Agreement for any reason, FirstLink, or
any designee of FirstLink, including, without limitation, any party providing
financing to FirstLink, shall have the right, after providing Owner with
written notice of at least forty-five (45) days, without further demand, to
enter upon the Property and to dismantle and remove the System or render it
inoperative.

16. ASSIGNMENT OF THE AGREEMENT. This Agreement and the rights
hereunder may be assigned by FirstLink to any subsidiary of FirstLink or to
an affiliate or party acquiring all or substantially all of the assets of
FirstLink, upon

CONFIDENTIAL

Page 9

<PAGE>

prior written consent of Owner. Such consent shall not be unreasonably
withheld. Alternatively, the Agreement may be assigned by FirstLink to any
FirstLink subsidiary so long as FirstLink agrees in writing that it shall
remain liable for all obligations arising under this Agreement. FirstLink
may also assign this Agreement for security purposes to any party providing
financing to FirstLink; provided that such assignment shall not relieve
FirstLink from its obligations hereunder and further provided that, in the
event that the financing party attempts to realize on the assignment for
security purposes, the financing party agrees to perform each and every term
of this Agreement to be performed by FirstLink. In connection with a sale or
disposition of the Property, Owner shall request FirstLink's written consent
to assign this Agreement and shall require any subsequent owner of the
Property to assume this Agreement and the rights and obligations hereunder.
Notwithstanding the requirement of this paragraph that Owner shall require
any subsequent owner of the Property to assume this Agreement, this
Agreement is a personal agreement between FirstLink and Owner, and the rights
granted to FirstLink herein shall not run with or burden the Property.
Subject to the foregoing, this Agreement shall be binding upon and shall
inure to the benefit of the successors and assigns of the respective parties
to this Agreement.

17. OWNER WARRANTIES; INFORMATION. Owner warrants that (i) it owns the
Property and the Inside Wire, and has full power and authority to grant to
FirstLink the exclusive rights set forth in this Agreement, (ii) it has not
granted to any other party the rights or interests Owner grants to FirstLink
under this Agreement; (iii) the Property is not presently part of a
bankruptcy proceeding, foreclosure action, or deed-in-lieu-of-foreclosure
transaction; (iv) Owner is not in default of any mortgages or other
encumbrances on the Property; and (v) no purchase contracts presently exist
as to the Property.

18. FIRSTLINK WARRANTY. FirstLink warrants that it will comply with all
laws and licensing requirements concerning the installation and operation of
the System. Except as expressly stated in this Agreement, FirstLink makes
no representations or warranties regarding the System, express or implied,
including, but not limited to, any implied warranty of merchantability or
fitness for a particular purpose.

CONFIDENTIAL

Page 10

<PAGE>

19. INDEPENDENT CONTRACTOR. FirstLink shall be and is an independent
contractor and Owner shall not control or direct the details and means by
which FirstLink performs its duties under this Agreement. This Agreement
shall not create the relationship of employer and employee, a partnership or
a joint venture.

20. EMERGENCY CALLS. FirstLink will comply with all applicable laws and
regulations regarding "911" emergency calls.

21. INDEMNIFICATION.

(a) FirstLink and Owner hereby agree to indemnify, defend and hold each
other (and each other's officers, directors, owners, employees, and agents)
harmless from and against all claims, losses and liabilities in any way
relating to, growing out of, or resulting from a material breach of each of
their respective obligations or warranties under this Agreement.

(b) In addition, FirstLink agrees to indemnify, defend and hold
harmless Owner and Owner's partners, employees and agents from and against
all damages, losses, liabilities, costs, and expenses (including reasonable
attorney fees) resulting from claims made or causes of action asserted by
third parties (including, without limitation, residents of the Property)
arising out of or relating to (i) the performance by FirstLink (or its
employees or agents) of its obligations under this Agreement, (ii) the
provision of Telecommunications Services, or (iii) compliance of FirstLink
and/or the System with applicable laws and regulations, except to the extent
such matters are attributable to the gross negligence or willful misconduct
of Owner.

22. LIMITATION OF REMEDIES. Notwithstanding any other provision of
this Agreement but without limiting the mutual indemnification in Section 21,
neither FirstLink nor Owner shall be liable to the other party for any
incidental or consequential damages, including, but not limited to, lost
profits of any nature whatsoever or for the condition or repair of any
telephone instrument or any property to which the System is attached.

CONFIDENTIAL

Page 11

<PAGE>

23. ARBITRATION OF DISPUTES. Any controversy, dispute, or claim of
whatever nature arising out of, in connection with or in relation to, the
interpretation, performance or breach of this Agreement, including any claim
based on contract, tort or statute, shall be resolved at the request of any
party to this Agreement, by final and binding arbitration before a single
arbitrator conducted at a location determined by the arbitrator in Portland,
Oregon, administered by and in accordance with the then-existing rules of
practice and procedure established by the Arbitration Chapter of the Uniform
Trial Court Rules as then in effect in the State of Oregon, and judgment upon
any award rendered by the arbitrator may be entered by any state or federal
court having jurisdiction thereof. The arbitrator shall award attorney fees
and costs of the arbitration procedure to the prevailing party. Both parties
acknowledge that they are giving up their right to have any such claim
decided in a court of law before a judge or jury.

24. FORCE MAJEURE. If the performance of any of the obligations under
this Agreement is interfered with by any reason or any circumstances beyond
the reasonable control of the parties, including, but not limited to, fire,
earthquake, storm, volcanic eruption, explosion, power failure or power
surge, acts of God, war, revolution, civil commotion, or requirement of any
government or legal body or any representative of any such government or
legal body, labor unrest, including, but not limited to, strikes, slowdowns,
picketing or boycotts, then the parties shall be excused from performance on
a day-by-day basis to the extent of such interference.

25. MISCELLANEOUS.

(a) ENTIRE AGREEMENT; This Agreement contains the entire agreement
between the parties and may not be modified, amended or changed except by
written instrument signed by duly authorized executives of both parties.

CONFIDENTIAL

Page 12

<PAGE>

(c) GOVERNING LAW. The rights and obligations of the parties and all
interpretations and performances of this Agreement shall be governed in all
respects by the laws of the State of Oregon.

(d) NOTICES. Any notice to be given by either party to the other shall
be in writing and either personally delivered or sent by certified mail,
return receipt requested, to the addresses of the Owner and FirstLink
provided below. Notices shall be deemed given when received or refused. Each
party may change its address for notice to it by notice in accordance with
the foregoing provisions.

<TABLE>
<S> <C>
FIRSTLINK: OWNER:

FirstLink Communications, Inc. Parkside Plaza, an Oregon
general partnership
c/o Oregon Pacific Investment
and Development Company
190 S.W. Harrison 1800 S.W. First Avenue
Portland, Oregon 97201 Suite 600
Facsimile: 503-306-4333 Portland, Oregon 97201
Telephone: 503-306-4444 Facsimile: 503-273-8612
Attn: A. Roger Pease, CEO Telephone: 503-225-1102
Attn: Julie S. Leuvrey, Vice President
</TABLE>

(f) ATTORNEY FEES AND COSTS. If arbitration or other proceedings are
brought to enforce or interpret this Agreement, the substantially prevailing
party shall be entitled to recover its reasonable attorney fees and other
costs incurred in such action, arbitration or proceeding from the other
party, in addition to any other relief to which such party may be entitled.

(g) AUTHORITY. Each individual signing this Agreement on behalf of a
corporation or partnership represents that he or she has the necessary
authority to

CONFIDENTIAL

Page 13

<PAGE>

execute this Agreement on behalf of such entity and that, in the case of a
corporation, all necessary corporate action has been taken approving the
execution of this Agreement.

Any person or entity executing this Agreement as "Owner" hereby represents
and warrants to FirstLink that it is fully authorized by Owner to execute this
Agreement and to bind Owner to the terms and obligations set forth in this
Agreement and Owner is fully aware of the existence and contents of this
Agreement. Owner and any person or entity executing this Agreement on Owner's
behalf acknowledges that Owner shall be estopped from claiming that this
Agreement was executed by a person or entity lacking actual authority to bind
Owner.

(h) FURTHER ASSURANCES. Upon the reasonable request of either party,
the other party shall promptly and, at its own expense, execute and deliver
any additional documents or take such actions, as may be reasonably necessary
(subject to any other agreement binding on either party) for the purpose of
evidencing or perfecting any rights or interest of either party arising under
this Agreement or arising under documents executed in accordance with this
Agreement.

This Agreement has been signed and delivered as of the above date.

FIRSTLINK: OWNER:
COMMUNICATIONS, INC. FIRSTLINK PARKSIDE PLAZA, an Oregon
general partnership

By: /s/ A. ROGER PEASE By: OREGON PACIFIC INVESTMENT
------------------------ AND DEVELOPMENT COMPANY,
A. Roger Pease its General Partner
Chief Executive Officer

By: /s/ RANDY W. LOVRE
-------------------------------
Randy W. Lovre
Vice President

CONFIDENTIAL

Page 14

<PAGE>

Exhibit No. 10.14.1 Telecommunications Services Agreement between Registrant
and Housing Authority of the City of Vancouver,
Washington (Cougar Creek Apartments).

Certain information in this exhibit has been omitted pursuant to Rule 406
of the Securities Act. Omitted information is designated by "*".

<PAGE>

FIRSTLINK COMMUNICATIONS, INC.

AND

HOUSING AUTHORITY OF THE CITY OF VANCOUVER, WASHINGTON

TELECOMMUNICATIONS SERVICES AGREEMENT

This agreement ("Agreement") is entered into as of March 27, 1997, by and
between FirstLink Communications, Inc., an Oregon corporation ("FirstLink"),
and the Housing Authority of the City of Vancouver, Washington, a Washington
public housing authority ("Owner").

1. PROPERTY. Owner owns the multi-family residential complex commonly
known as Cougar Creek Apartments located at 8415 NE Hazel Dell Ave.,
Vancouver, WA 98665 consisting of 72 living units ("the Property").

GRANT OF RIGHTS.

(a) Owner grants FirstLink the sole and exclusive right, except as
provided in the last sentence of clause (b) below, to install, own, operate,
replace and maintain the System on, off and through the Property and the sole
and exclusive right to provide Telecommunication Services to residents of the
Property. "System" shall mean all electronic devices, cable, wire, hardware,
software and other material used to transmit and receive two-way voice and
data communications, telephone service ("Telephone Service"), multi-channel
TV, video on demand, audio on demand, voice mail, data services and other
means of two-way communication distribution, whether now existing or
hereafter developed (collectively "Telecommunication Services") as between
the Property and the local and/or long distance telephone networks or other
outside distributor of these and other services. The system shall not include
existing wiring within the building.

It is anticipated that Telephone Services will include local and long
distance calling, multi-channel television, voice mail and calling features
such as conference calling, call waiting and call forwarding. Additional
services will be added from time to time, as available and as warranted by
tenant demand. Such additional Telecommunication Services may include: video
conferencing, on-line computer services, electronic mail, wireless services
(such as cellular telephone) and other types of services. There can be no
assurance that any or all of the above additional services will be made
available. Their availability is dependent upon many variables

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<PAGE>

and factors beyond FirstLink's control. Such factors include, but are
not limited to, technical feasibility, economic, regulatory and market
considerations.

3. SYSTEM EXPENSES. Other than as set forth herein, FirstLink shall
bear all expenses to install, operate, maintain and repair the System. Owner
shall, at Owner's expense and cost, provide electrical power to the System
and shall pay for any damage to the System caused by the negligence or
misconduct of Owner or Owner's agent(s) or employees. For the purposes of
this Agreement, "System Site" shall mean an adequate and secure space to
house FirstLink's System equipment, which shall consist of a rent-free,
locked room meeting FirstLink's specifications. If a suitable system site
cannot be identified within the existing buildings, FirstLink will be
responsible for providing the specifications of such a site and constructing
the site at FirstLink's cost. Such site would always remain the property of
VHA. Owner hereby grants FirstLink and its authorized personnel access to the
Property for any reasonable purposes related to this Agreement including the
installation of cabling or microwave equipment to interconnect buildings and
to connect to other telecommunication Systems and grants specific rights to
FirstLink to use both existing coaxial and twisted pair cabling in the
Property. FirstLink agrees to notify the Facility Manager when either
FirstLink or its authorized personnel are on-site.

4. TERM. The term of this Agreement shall be * years from the date
hereof. The original term will automatically be renewed for up to *
additional periods of * years each unless either party otherwise notifies the
other in writing at least 180 days prior to the end of the original term or
any renewal term.

5. INSTALLATION. FirstLink shall commence installation of the
System as soon as practicable and in a manner that minimizes interruption of
existing communication services. In no event shall FirstLink interrupt
service provided by US West for those tenants choosing to remain connected to
US West. Telecommunication Services to the Property shall commence no later
than 180 days from commencement of installation. FirstLink shall give Owner
at least ten

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<PAGE>

(10) days notice prior to the commencement of installation. FirstLink may
subcontract activities related to the installation of the System, but shall
be responsible for any and all acts and/or omissions by any subcontractor.

6. OWNERSHIP AND CHARACTER OF THE SYSTEM. Except as otherwise stated
herein. the System, including any alterations and attachments, shall at all
times remain the sole Property of FirstLink. It Is the intention of the
parties that the System, and every component of the System, shall retain its
character as personal Property following the installation of the System on
the Property, and shall not be deemed to be a fixture constituting a part of
the Property. No part of the System shall be or become subject to any
mortgage, deed of trust or lien upon the Property.

7. SERVICE TO TENANTS. FirstLink shall provide Telephone Service and
other Telecommunication Services offered through the System to each resident
requesting them. FirstLink's obligation to provide or continue
Telecommunication Services shall be contingent on the resident paying service
charges and meeting other reasonable requirements as are established by
FirstLink from time to time. Residents electing to receive Telecommunication
Services offered by FirstLink shall do so through the execution and delivery
to Owner or FirstLink of a Tenant Services Agreement in the form provided,
from time to time, from FirstLink to Owner. Owner shall promptly provide such
executed documents to FirstLink. Residents requesting Telecommunication
Services shall be charged and billed individually for connection to the
System and for service at standard rates established solely by FirstLink from
time to time unless prohibited by applicable law or regulation. FirstLink
shall be solely responsible for invoicing, collections and bad debts related
to provision of Telecommunication Service to residents.

Both parties agree that neither the Owner nor the Owner's agent shall have
any liability regarding the number of residents electing to use
Telecommunications Services.

8. COMMISSIONS. Owner shall be entitled to Commissions equal to *
of all gross revenues actually collected for services provided to each living
unit served by FirstLink hereunder. All commission payments hereunder will be
paid quarterly in arrears.

9. ADDITIONAL OBLIGATIONS OF FIRSTLINK. FirstLink shall:

(a) Make a customer service representative available to receive service
requests or inquiries from Owner or residents and insure that it responds to
service requests within four (4)

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<PAGE>

hours of receipt. Routine maintenance services shall be performed by
FirstLink during its normal working hours. A technician shall arrive at the
Property to commence maintenance services promptly after request by a
customer of such services, provided however, where such request are made on,
or on a day preceding a Saturday, Sunday or holiday, FirstLink's system
technician shall arrive at the Property to commence maintenance services on
the next normal working day.

(b) Provide Owner with marketing materials, sales support and sales
training to enable Owner and Owner's employees to market Telecommunications
Services in accordance with Section 10(b);

(d) Repair or replace any damage to the Property resulting from
Installation, operation, or removal of the System or any other acts by
FirstLink to the satisfaction of the Owner and restore Property to its
original condition;

(e) Comply with all applicable regulator requirements relating to
the provision of the Telecommunication Services provided by FirstLink as may
be in effect from time to time;

(f) Maintain the System in good order, condition and repair; and

(g) Provide Owner with business Telephone Services at the Property at
monthly service rates at or below comparable market prices. Owner will not
be charged for the installation costs for providing such business Telephone
Services. Owner will provide, at its own cost, all necessary ancillary
hardware such as keysets and operator consoles for the dedicated use of the
Owner.

(h) Pay all taxes resulting from the ownership or operation of System
and service.

(i) FirstLink will ensure that quality of the Telecommunications
Services are comparable to industry standards in the Portland Metropolitan
Area.

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<PAGE>

(j) FirstLink will ensure that rates charged to residents for
telecommunications services will be competitive with rates charged for
comparable services in the Portland Metropolitan Area.

(k) FirstLink will ensure that any resident desiring to be reconnected
to the local exchange carrier will be reconnected at no cost to the resident.

(l) FirstLink will ensure that Telecommunications Services provided to
the residents are generally comparable to or exceed services being offered in
the Portland Metropolitan Area.

10. OBLIGATIONS OF OWNER. Owner shall:

Page 5
<PAGE>

and other information necessary to market and operate the System and
provide the Telecommunications services according to this Agreement or to comply
with governmental or Utility Commission rules as may be determined by FirstLink;

11. INSURANCE. FirstLink shall carry and maintain liability insurance
of $1,000,000 naming Owner and Owner's agent as additional insured covering
personal injury and Property damage that may be caused to person(s), the
Property or its contents, by the System or FirstLink's employees or agents.
Owner and FirstLink each waive any right of recovery against each other for
any claims that may be brought for any loss that is covered by insurance upon
or relating to the Property or the System to the extent of the actual
proceeds received by waiving party. Owner shall carry and maintain general
liability insurance related to the Property.

12. TERMINATION OF THE AGREEMENT.

(b) FirstLink may terminate this Agreement, or discontinue the
provision of any Telecommunications Services provided hereunder, if in the
sole discretion of FirstLink, it ceases to be feasible for legal, economic or
regulatory reasons to provide Telecommunications Services to the Property;
provided that FirstLink provides forty-five (45) days written notice to Owner.

(c) This Agreement may also be terminated by FirstLink if there is a
continuing material failure by Owner to provide the services to FirstLink
contemplated hereby.

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<PAGE>

(d) Any termination of this Agreement shall be effective as of the date
of termination, but FirstLink shall continue to provide Telecommunications
Services until the earlier of (i) all FirstLink customers at the Property are
provided Telephone Service from another source or (ii) thirty (30) days from
the date of such termination. The provisions of this agreement necessary for
such continued services shall remain effective.

(e) Upon termination of this Agreement for any reason, FirstLink, or
any designee of FirstLink, including without limitation, any party providing
financing to FirstLink, shall have the right, after providing Owner with
written notice of at least forty-five (45) days, without further demand, to
enter upon the Property and to dismantle and remove or render inoperative any
and all equipment or other Property comprising the System so long as such
right shall encompass Section 9 (d) herein.

13. ASSIGNMENT OF THE AGREEMENT. This Agreement and the rights
hereunder may be assigned by FirstLink to any majority---owned subsidiary of
FirstLink or to an affiliate or party acquiring all or substantially all of
the assets of FirstLink upon prior written consent of Owner. Such consent
shall not be unreasonably withheld. Alternatively, the Agreement may be
assigned by FirstLink to any FirstLink subsidiary so long as FirstLink agrees
in writing that it shall remain liable for all obligations arising under this
Agreement. FirstLink may also assign this Agreement to any party providing
financing to FirstLink; provided that such assignment shall not relieve
FirstLink from its obligations hereunder. In connection with a sale or
disposition of the Property, Owner shall require any subsequent owner of the
Property to assume this Agreement and the rights and obligations hereunder.
Subject to the foregoing, this Agreement shall be binding upon and shall
inure to the benefit of the successors and assigns of the respective parties
to this Agreement.

14. OWNER WARRANTIES: INFORMATION. Owner warrants that (i) it has full
power and authority to grant to FirstLink the exclusive rights set forth in
this Agreement, (ii) that no party holds any rights or interests with respect
to the Property that conflict with any rights or interests that Owner grants
to FirstLink under this Agreement; (iii) that the Property is not presently
part of bankruptcy proceeding, foreclosure action, or deed in lieu of
foreclosure transaction; (iv) Owner is not in default of any mortgages or
other encumbrances on the Property; and (v) no purchase contracts presently
exist as to the Property.

Page 7
<PAGE>

15. FIRSTLINK WARRANTY. FirstLink warrants that it will comply with
all laws and licensing requirements concerning the installation and operation
of the System. Except as expressly stated in this Agreement, FirstLink makes
no representations or warranties regarding the System or the provision of
Telecommunications Services, express or implied, including, but not limited
to, any implied warranty of merchantability or fitness for a particular
purpose.

16. INDEPENDENT CONTRACTOR. FirstLink shall be and is an independent
contractor and Owner shall not control or direct the details and means by
which FirstLink performs its duties under this Agreement. This Agreement
shall not create the relationship of employer and employee, a partnership or
a joint venture.

17. EMERGENCY CALLS. Commencing upon installation of the system,
FirstLink will use its reasonable best efforts to pass all "911" emergency
calls through the System to authorities but makes no warranty or guaranty of
any nature as to the promptness or adequacy of any response to any such
emergency call. FirstLink assumes no responsibility whatsoever for any
actions with respect to emergency calls other than to use its reasonable best
efforts to pass such traffic to authorities through the System. In the event
that the System has been adversely affected by any situation described in
Section 21, FirstLink shall have no liability whatsoever for failure to pass
on emergency telephone traffic.

I8. INDEMNIFICATION. Subject to the provisions set forth in Section 19
below, (i) FirstLink and Owner hereby agree to indemnify, defend and hold
each other (and each other's officers, directors, owners, employees, and
agents) harmless from and against all claims, losses and liabilities in any
way relating to, growing out of, or resulting from a material breach of each
of their respective obligations under this Agreement ; and (ii) Owner will
indemnify FirstLink for damages to the System as provided in Section 3 herein.

In addition, FirstLink agrees to indemnify, defend and hold harmless Owner
and Owner's partners, employees and agents from and against all damages,
losses, liabilities, costs, and expenses (including reasonable attorneys'
fees) resulting from claims made or causes of action asserted by third
parties (including, without limitation, residents of the Property) arising
out of or relating to (i) the performance by FirstLink (or its employees or
agents) of its obligations under this Agreement, (ii) the provision of
Telecommunications Services or (iii) compliance of FirstLink and/or the
System with applicable laws and regulations, except to the extent such
matters are attributable to the gross negligence or willful misconduct of
Owner.

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<PAGE>

19. LIMITATION OF REMEDIES. Notwithstanding any other provision of this
agreement but without limiting the mutual indemnification in Section 18,
neither FirstLink nor Owner shall be liable to any third party for any
incidental or consequential damages, including but not limited to lost
profits, of any nature whatsoever or for the condition or repair of any
telephone instrument or any Property to which the System is attached.

20. ARBITRATION OF DISPUTES. Any controversy, dispute, or claim of
whatever nature arising out of, in connection with or in relation to the
interpretation, performance or breach of this Agreement, including any claim
based on contract, tort or statute, shall be resolved at the request of any
parry to this Agreement, by final and binding arbitration before a single
arbitrator conducted at a location determined by the arbitrator in Vancouver,
Washington administered by and in accordance with the then existing rules of
practice and procedure established by the Arbitration Chapter of the Uniform
Trial Court Rules as then in effect in the State of Washington, and judgment
upon any award rendered by the arbitrator may be entered by any state or
federal court having jurisdiction thereof. The arbitrator shall award
attorney's fees and costs of the arbitration procedure to the prevailing
party. Both parties acknowledge that they are giving up their right to have
any such claim decided in a court of law before a judge or jury, and hereby
waive all rights to appeal.

22. MISCELLANEOUS.

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<PAGE>

(c) GOVERNING LAW. The rights and obligations of the parties and all
interpretations and performances of this Agreement shall be governed in all
respects by the laws of the State of Washington.

(d) NOTICES. Any notice to be given by either party to the other shall
be in writing and either personally delivered or sent by certified mail,
return receipt requested, to the addresses of the Owner and FirstLink
provided below. Notices shall be deemed given when received or refused. Each
party may change its address for notice to it by notice in accordance with
the foregoing provisions.

FIRSTLINK: OWNER:
<S> <C>
FirstLink Communications, Inc. Housing Authority of the City
of Vancouver, Washington,
190 SW Harrison St. 500 Omaha Way
Portland, Oregon 97201 Vancouver, Washington 98661
Facsimile: 503-306-4333 Facsimile: 360-694-5369
Telephone: 503-306-4444 Telephone: 360-694-2501
Attn: A. Roger Pease, CEO Attn: Alice Porter
</TABLE>

Page 10
<PAGE>

Any person or entity executing this Agreement as "Owner" hereby represents
and warrants to FirstLink that it is fully authorized by Owner to execute
this Agreement and to bind Owner to the terms and obligations set forth in
this Agreement and the Owner is fully aware of the existence and contents of
this Agreement. Owner and any person or entity executing this Agreement on
Owner's behalf acknowledges that Owner shall be estopped from claiming that
this Agreement was executed by a person or entity lacking actual authority to
bind Owner.

(h) FURTHER ASSURANCES. Upon the reasonable request of either party,
the other party shall promptly and, at its own expense, execute and deliver
any additional documents or take such actions. as may be reasonably necessary
(subject to any other agreement binding on either party) for the purpose of
evidencing or perfecting any rights or interest of either party arising under
this Agreement or arising under documents executed in accordance with this
Agreement.

This Agreement has been signed and delivered as of the above date.

FIRSTLINK: OWNER

FIRSTLINK COMMUNICATIONS, INC. [illegble]
--------------------------------
BY: /S/ A. Roger Pease [illegble]
---------------------------- --------------------------------
A. Roger Pease Exec. Director
--------------------------------
Chief Executive Officer VHA
--------------------------------

Page 11

<PAGE>

Exhibit No. 10.15.1 Telecommunications Services Agreement between Registrant
and Housing Authority of the City of Vancouver, Washington
(ParkLane Apartments).

Certain information in this exhibit has been omitted pursuant to Rule 406
of the Securities Act. Omitted information is designated by "*".

<PAGE>

FIRSTLINK COMMUNICATIONS, INC.

AND

HOUSING AUTHORITY OF THE CITY OF VANCOUVER, WASHINGTON

TELECOMMUNICATIONS SERVICES AGREEMENT

1. PROPERTY. Owner owns the multi-family residential complex commonly
known as ParkLane Apartments located at 10223 NE Notchlog Dr., Vancouver, WA
98685 consisting of 220 living units ("the Property").

2. GRANT OF RIGHTS.

(a) Owner grants FirstLink the sole and exclusive right, except as
provided in the last sentence of clause (b) below, to install, own, operate,
replace and maintain the System on, off and through the Property and the sole
and exclusive right to provide Telecommunication Services to residents of the
Property "System" shall mean all electronic devices, cable, wire, hardware,
software and other material used to transmit and receive two-way voice and
data communications, telephone service ("Telephone Service"), multi-channel
TV, video on demand, audio on demand, voice mail, data services and other
means of two-way communication distribution, whether now existing or
hereafter developed (collectively "Telecommunication Services") as between
the Property and the local and/or long distance telephone networks or other
outside distributor of these and other services. The system shall not include
existing wiring within the building.

It is anticipated that Telephone Services will include local and long
distance calling, multi-channel television, voice mail and calling features
such as conference calling, call waiting and call forwarding. Additional
services will be added from time to time, as available and as warranted by
tenant demand. Such additional Telecommunication Services may include: video
conferencing, on-line computer services, electronic mail, wireless services
(such as cellular telephone) and other types of services. There can be no
assurance that any or all of the above additional services will be made
available. Their availability is dependent upon many variables

Page 1

<PAGE>

and factors beyond FirstLink's control. Such factors include, but are not
limited to, technical feasibility, economic, regulatory and market
considerations.

3. SYSTEM EXPENSES. Other than as set forth herein, FirstLink shall
bear all expenses to install, operate, maintain and repair the System. Owner
shall. at Owner's expense and cost, provide electrical power to the System
and shall pay for any damage to the System caused by the negligence or
misconduct of Owner or Owner's agent(s) or employees. For the purposes of
this Agreement, "System Site" shall mean an adequate and secure space to
house FirstLink's System equipment, which shall consist of a rent-free,
locked room meeting FirstLink's specifications. If a suitable system site
cannot be identified within the existing buildings, FirstLink will be
responsible for providing the specifications of such a site and constructing
the site at FirstLink's cost. Such site would always remain the property of
VHA. Owner hereby grants FirstLink and its authorized personnel access to the
Property for any reasonable purposes related to this Agreement including the
installation of cabling or microwave equipment to interconnect buildings and
to connect to other telecommunication systems and grants specific rights to
FirstLink to use both existing coaxial and twisted pair cabling in the
Property. FirstLink agrees to notify the Facility Manager when either
FirstLink or its authorized personnel are on-site.

4. TERM. The term of this Agreement shall be * years from the date
hereof. The original term will automatically be renewed for up to *
additional periods of * years each unless either party otherwise notifies the
other in writing at least 180 days prior to the end of the original term or
any renewal term.

5. INSTALLATION. FirstLink shall commence installation of the System
as soon as practicable and in a manner that minimizes interruption of
existing communication services. In no event shall FirstLink interrupt
service provided by US West for those tenants choosing to remain connected to
US West. Telecommunication Services to the Property shall commence no later
than 180 days from commencement of installation. FirstLink shall give Owner
at least ten

Page 2

<PAGE>

6. OWNERSHIP AND CHARACTER OF THE SYSTEM. Except as otherwise stated
herein, the System, including any alterations and attachments. shall at all
times remain the sole Property of FirstLink. It is the intention of the
parties that the System, and every component of the System, shall retain its
character as personal Property following the installation of the System on
the Property, and shall not be deemed to be a fixture constituting a part of
the Property. No part of the System shall be or become subject to any
mortgage, deed of trust or lien upon the Property.

7. SERVICE TO TENANTS. FirstLink shall provide Telephone Service and
other Telecommunication Services offered through the System to each resident
requesting them. FirstLink's obligation to provide or continue
Telecommunication Services shall be contingent on the resident paying service
charges and meeting other reasonable requirements as are established by
FirstLink from time to time. Residents electing to receive Telecommunication
Services offered by FirstLink shall do so through the execution and delivery
to Owner or FirstLink of a Tenant Services Agreement in the form provided,
from time to time, from FirstLink to Owner. Owner shall promptly provide such
executed documents to FirstLink. Residents requesting Telecommunication
Services shall be charged and billed individually for connection to the
System and for service at standard rates established solely by FirstLink from
time to time unless prohibited by applicable law or regulation. FirstLink
shall be solely responsible for invoicing, collections and bad debts related
to provision of Telecommunication Service to residents.

Both parties agree that neither the Owner nor the Owner's agent shall have
any liability regarding the number of residents electing to use
Telecommunications Services.

8. COMMISSIONS. Owner shall be entitled to Commissions equal to * of
all gross revenues actually collected for services provided to each living
unit served by FirstLink hereunder. All commission payments hereunder will
be paid quarterly in arrears.

9. ADDITIONAL OBLIGATIONS OF FIRSTLINK. FirstLink shall:

(a) Make a customer service representative available to receive service
requests or inquiries from Owner or residents and insure that it responds to
service requests within four (4)

Page 3

<PAGE>

(b) Provide Owner with marketing materials, sales support and sales
training to enable Owner and Owner's employees to market Telecommunications
Services in accordance with Section 10(b);

(e) Comply with all applicable regulatory requirements relating to the
provision of the Telecommunication Services provided by FirstLink as may be
in effect from time to time;

(f) Maintain the System in good order, condition and repair; and

(h) Pay all taxes resulting from the ownership or operation of System
and service.

(i) FirstLink will ensure that quality of the Telecommunications
Services are comparable to industry standards in the Portland Metropolitan
Area.

Page 4

<PAGE>

(j) FirstLink will ensure that rates charged to residents for
telecommunications services will be competitive with rates charged for
comparable services in the Portland Metropolitan Area.

(k) FirstLink will ensure that any resident desinng to be reconnected
to the local exchange carrier will be reconnected at no cost to the resident.

(1) FirstLink will ensure that Telecommunications Services provided to
the residents are generally comparable to or exceed services being offered in
the Portland Metropolitan Area.

10. OBLIGATIONS OF OWNER. Owner shall

Page 5

<PAGE>

and other information necessary to market and operate the System and provide
the Telecommunications services according to this Agreement or to comply with
governmental or Utility Commission rules as may be determined by FirstLink.

(d) Cooperate with FirstLink in obtaining permits, consents, licenses
and any other requirements which may be necessary for FirstLink to install
and operate the System and furnish the Telecommunications Services, provided
that FirstLink shall pay all reasonable costs of the Owner associated
therewith except that Owner will pay installation costs as described in
Section 9(g);

(e) Provide reasonable access to the Property to FirstLink and its
employees and agents to enable FirstLink to perform the activities
contemplated by or necessary under this Agreement including access for the
purpose of soliciting customers.

11. INSURANCE. FirstLink shall carry and maintain liability insurance of
$1,000,000 naming Owner and Owner's agent as additional insured covering
personal injury and Property damage that may be caused to person(s), the
Property or its contents, by the System or FirstLink's employees or agents.
Owner and FirstLink each waive any right of recovery against each other for
any claims that may be brought for any loss that is covered by insurance upon
or relating to the Property or the System to the extent of the actual
proceeds received by waiving party. Owner shall carry and maintain general
liability insurance related to the Property.

12. TERMINATION OF THE AGREEMENT.

(a) This Agreement may be terminated by either party if there has been a
material breach of the terms of this Agreement by the other party and if
within forty-five (45) days after receiving notice of such breach from the
party seeking to terminate, such breach has not been cured.

(b) FirstLink may terminate this Agreement, or discontinue the provision
of any Telecommunications Services provided hereunder, if in the sole
discretion of FirstLink, it ceases to be feasible for legal, economic or
regulatory reasons to provide Telecommunications Services to the Property;
provided that FirstLink provides forty-five (45) days written notice to Owner.

(c) This Agreement may also be terminated by FirstLink if there is a
continuing material failure by Owner to provide the services to FirstLink
contemplated hereby.

Page 6

<PAGE>

(d) Any termination of this Agreement shall be effective as of the date
of termination, but FirstLink shall continue to provide Telecommunications
Services until the earlier of (i) all FirstLink customers at the Property are
provided Telephone Service from another source or (ii) thirty (30) days from
the date of such termination. The provisions of this agreement necessary for
such continued services shall remain effective.

(e) Upon termination of this Agreement for any reason, FirstLink, or any
designee of FirstLink including without limitation. any party providing
financing to FirstLink, shall have the right, after providing Owner with
written notice of at least forty-five (45) days, without further demand, to
enter upon the Property and to dismantle and remove or render inoperative any
and all equipment or other Property comprising the System so long as such
right shall encompass Section 9 (d) herein.

13. ASSIGNMENT OF THE AGREEMENT. This Agreement and the rights hereunder
may be assigned by FirstLink to any majority---owned subsidiary of FirstLink
or to an affiliate or party acquiring all or substantially all of the assets
of FirstLink upon prior written consent of Owner. Such consent shall not be
unreasonably withheld. Alternatively, the Agreement may be assigned by
FirstLink to any FirstLink subsidiary so long as FirstLink agrees in writing
that it shall remain liable for all obligations arising under this Agreement.
FirstLink may also assign this Agreement to any party providing financing to
FirstLink; provided that such assignment shall not relieve FirstLink from its
obligations hereunder. In connection with a sale or disposition of the
Property, Owner shall require any subsequent owner of the Property to assume
this Agreement and the rights and obligations hereunder. Subject to the
foregoing, this Agreement shall be binding upon and shall inure to the
benefit of the successors arid assigns of the respective parties to this
Agreement.

14. OWNER WARRANTIES. INFORMATION. Owner warrants that (i) it has full
power and authority to grant to FirstLink the exclusive rights set forth in
this Agreement, (ii) that no party holds any rights or interests with respect
to the Property that conflict with any rights or interests that Owner grants
to FirstLink under this Agreement; (iii) that the Property is not presently
part of bankruptcy proceeding, foreclosure action, or deed in lieu of
foreclosure transaction; (iv) Owner is not in default of any mortgages or
other encumbrances on the Property; and (v) no purchase contracts presently
exist as to the Property.

Page 7

<PAGE>

15. FIRSTLINK WARRANTY. FirstLink warrants that it will comply with all
laws and licensing requirements concerning the installation and operation of
the System. Except as expressly stated in this Agreement. FirstLink makes no
representations or warranties regarding the System or the provision of
Telecommunications Services, express or implied, including, but not limited
to, any implied warranty of merchantability or fitness for a particular
purpose.

16. INDEPENDENT CONTRACTOR. FirstLink shall be and is an independent
contractor and Owner shall not control or direct the details and means by
which FirstLink performs its duties under this Agreement. This Agreement
shall not create die relationship of employer and employee. a partnership or
a joint venture.

17. EMERGENCY CALLS. Commencing upon installation of the system.
FirstLink will use its reasonable best efforts to pass all "911,' emergency
calls through the System to authorities but makes no warranty or guaranty of
any nature as to the promptness or adequacy of any response to any such
emergency call. FirstLink assumes no responsibility whatsoever for any
actions with respect to emergency calls other than to use its reasonable best
efforts to pass such traffic to authorities through the System. In the event
that the System has been adversely affected by any situation described in
Section 21, FirstLink shall have no liability whatsoever for failure to pass
on emergency telephone traffic

18. INDEMNIFICATION. Subject to the provisions set forth in Section 19
below, (i) FirstLink and Owner hereby agree to indemnify, defend and hold
each other (and each other's officers, directors, owners, employees, and
agents) harmless from and against all claims, losses and liabilities in any
way relating to, growing out of, or resulting from a material breach of each
of their respective obligations under this Agreement ; and (ii) Owner will
indemnify FirstLink for damages to the System as provided in Section 3 herein.

In addition, FirstLink agrees to indemnify, defend and hold harmless Owner
and Owner's partners, employees and agents from and against all damages,
losses, liabilities, costs, and expenses (including reasonable attorneys
fees) resulting from claims made or causes of action asserted by third
parties (including, without limitation, residents of the Property) arising
out of or relating to (i) the performance by FirstLink (or its employees or
agents) of its obligations under this Agreement, (ii) the provision of
Telecommunications Services or (iii) compliance of FirstLink and/or the
System with applicable laws and regulations, except to the extent such
matters are attributable to the gross negligence or willful misconduct of
Owner.

Page 8

<PAGE>

19. LIMITATION OF REMEDIES. Notwithstanding any other provision of this
agreement but without limiting the mutual indemnification in Section 18.
neither FirstLink nor Owner shall be liable to any third party for any
incidental or consequential damages, including but not limited to lost
profits, of any nature whatsoever or for the condition or repair of any
telephone instrument or any Property to which the System is attached.

20. ARBITRATION OF DISPUTES. Any controversy, dispute, or claim of
whatever nature arising out of, in connection with or in relation to the
interpretation, performance or breach of this Agreement, including any claim
based on contract, tort or statute, shall be resolved at the request of any
party to this Agreement, by final and binding arbitration before a single
arbitrator conducted at a location determined by the arbitrator in Vancouver,
Washington administered by and in accordance with the then existing rules of
practice and procedure established by the Arbitration Chapter of the Uniform
Trial Court Rules as then in effect in the State of Washington, and judgment
upon any award rendered by the arbitrator may be entered by any state or
federal court having jurisdiction thereof. The arbitrator shall award
attorney's fees and costs of the arbitration procedure to the prevailing
panty. Both parties acknowledge that they are giving up their right to have
any such claim decided in a court of law before a judge or jury, and hereby
waive all rights to appeal.

22. MISCELLANEOUS.

(a) ENTIRE AGREEMENT This Agreement contains the entire Agreement
between the parties and may not be modified, amended or changed except by
written instrument signed by duly authorized executives of both parties

Page 9

<PAGE>

(c) GOVERNING LAW The rights and obligations of the parties and all
interpretations and performances of this Agreement shall be governed in all
respects by the laws of the State of Washington.

(d) NOTICES. Any notice to be given by either party to the other shall
be in writing and either personally delivered or sent by certified mail,
return receipt requested, to the addresses of the Owner and FirstLink
provided below. Notices shall be deemed given when received or refused. Each
party may change its address for notice to it by notice in accordance with
the foregoing provisions.

FIRSTLINK: OWNER:

FirstLink Communications, Inc. Housing Authority of the City of Vancouver,
Washington
190 SW Harrison, Suite 1A 500 Omaha Way
Portland, Oregon 97201 Vancouver, Washington 98661
Facsimile: 503-306-4333 Facsimile: 360-694-5369
Telephone: 503-306-4444 Telephone: 360-694-2502
Attn: A. Roger Pease Attn: Alice Porter

Page 10

<PAGE>

Any person or entity executing this Agreement as "Owner" hereby represents
and warrants to FirstLink that it is filly authorized by Owner to execute
this Agreement and to bind Owner to the terms and obligations set forth in
this Agreement and the Owner is fully aware of the existence and contents of
this Agreement. Owner and any person or entity executing this Agreement on
Owner's behalf acknowledges that Owner shall be estopped from claiming that
this Agreement was executed by a person or entity lacking actual authority to
bind Owner.

(h) FURTHER ASSURANCES. Upon the reasonable request of either party, the
other party shall promptly and, at its own expense, execute and deliver any
additional documents or take such actions, as may be reasonably necessary
(subject to any other agreement binding on either party) for the purpose of
evidencing or perfecting any rights or interest of either party arising under
this Agreement or arising under documents executed in accordance with this
Agreement.

This Agreement has been signed and delivered as of the above date.

FIRSTLINK: OWNER: /s/ Illegible
FIRSTLINK COMMUNICATIONS, INC. --------------------------
BY:/s/ A. Roger Pease BY: Illegible
----------------------------- ----------------------
A. Roger Pease Executive Director
Chief Executive Officer ----------------------
Illegible
----------------------

Page 11

<PAGE>

Exhibit No. 10.16.1 Telecommunications Services Agreement between Registrant
and Housing Authority of the City of Vancouver, Washington
(Cougar Creek Apartments).

Certain information in this exhibit has been omitted pursuant to Rule 406
of the Securities Act. Omitted information is designated by "*".

<PAGE>

FIRSTLINK COMMUNICATIONS, INC.

AND

HOUSING AUTHORITY OF THE CITY OF VANCOUVER, WASHINGTON

TELECOMMUNICATIONS SERVICES AGREEMENT

This agreement ("Agreement") is entered into as of March 27, 1997, by
and between FirstLink Communications, Inc., an Oregon corporation
("FirstLink"), and the Housing Authority of the City of Vancouver,
Washington, a Washington public housing authority ("Owner").

2. GRANT OF RIGHTS.

(a) Owner grants FirstLink the sole and exclusive right, except as
provided in the last sentence of clause (b) below, to install, own, operate,
replace and maintain the System on, off and through the Property and the sole
and exclusive right to provide Telecommunication Services to residents of the
Property. "System" shall mean all electronic devices, cable, wire, hardware,
software and other material used to transmit and receive two-way voice and
data communications, telephone service ("Telephone Service"), multi-channel
TV, video on demand, audio on demand, voice mail, data services and other
means of two-way communication distribution, whether now existing or
hereafter developed (collectively "Telecommunication Services") as between
the Property and the local and/or long distance telephone networks or other
outside distributor of these and other services. The system shall not include
existing wiring within the building.

It is anticipated that Telephone Services will include local and long
distance calling, multi-channel television, voice mail and calling features
such as conference calling, call waiting and call forwarding. Additional
services will be added from time to time, as available and as warranted by
tenant demand. Such additional Telecommunication Services may include: video
conferencing, on-line computer services, electronic mail, wireless services
(such as cellular telephone) and other types of services. There can be no
assurance that any or all of the above additional services will be made
available. Their availability is dependent upon many variables

Page 1

<PAGE>

and factors beyond FirstLink's control. Such factors include, but are not
limited to, technical feasibility, economic, regulatory and market
considerations.

3. SYSTEM EXPENSES. Other than as set forth herein, FirstLink shall
bear all expenses to install, operate, maintain and repair the System. Owner
shall, at Owner's expense and cost, provide electrical power to the System
and shall pay for any damage to the System caused by the negligence or
misconduct of Owner or Owner's agent(s) or employees. For the purposes of
this Agreement, "System Site" shall mean an adequate and secure space to
house FirstLink's System equipment, which shall consist of a rent-free,
locked room meeting FirstLink's specifications. If a suitable system site
cannot be identified within the existing buildings, FirstLink will be
responsible for providing the specifications of such a site and constructing
the site at FirstLink's cost. Such site would always remain the property of
VHA. Owner hereby grants FirstLink and its authorized personnel access to the
Property for any reasonable purposes related to this Agreement including the
installation of cabling or microwave equipment to interconnect buildings and
to connect to other telecommunication Systems and grants specific rights to
FirstLink to use both existing coaxial and twisted pair cabling in the
Property. FirstLink agrees to notify the Facility Manager when either
FirstLink or its authorized personnel are on-site.

4. TERM. The term of this Agreement shall be * years from the date
hereof. The original term will automatically be renewed for up to *
additional periods of * years each unless either party otherwise notifies the
other in writing at least 180 days prior to the end of the original term or
any renewal term.

5. INSTALLATION. FirstLink shall commence installation of the System
as soon as practicable and in a manner that minimizes interruption of
existing communication services. In no event shall FirstLink interrupt
service provided by US West for those tenants choosing to remain connected to
US West. Telecommunication Services to the Property shall commence no later
than 180 days from commencement of installation. FirstLink shall give Owner
at least ten

Page 2

<PAGE>

7. SERVICE TO TENANTS. FirstLink shall provide Telephone Service and
other Telecommunication Services offered through the System to each resident
requesting them. FirstLink's obligation to provide or continue
Telecommunication Services shall be contingent on the resident paying service
charges and meeting other reasonable requirements as are established by
FirstLink from time to time. Residents electing to receive Telecommunication
Services offered by FirstLink shall do so through the execution and delivery
to Owner or FirstLink of a Tenant Services Agreement in the form provided,
from time to time, from FirstLink to Owner. Owner shall promptly provide such
executed documents to FirstLink. Residents requesting Telecommunication
Services shall be charged and billed individually for connection to the
System and for service at standard rates established solely by FirstLink from
time to time unless prohibited by applicable law or regulation. FirstLink
shall be solely responsible for invoicing, collections and bad debts related
to provision of Telecommunication Service to residents.

Both parties agree that neither the Owner nor the Owner's agent shall have
any liability regarding the number of residents electing to use
Telecommunications Services.

8. COMMISSIONS. Owner shall be entitled to Commissions equal to * of
all gross revenues actually collected for services provided to each living
unit served by FirstLink hereunder. All commission payments hereunder will be
paid quarterly in arrears.

9. ADDITIONAL OBLIGATIONS OF FIRSTLINK. FirstLink shall:

(a) Make a customer service representative available to receive service
requests or inquiries from Owner or residents and insure that it responds to
service requests within four (4)

Page 3

<PAGE>

(b) Provide Owner with marketing materials, sales support and sales
training to enable Owner and Owner's employees to market Telecommunications
Services in accordance with Section 10(b);

(e) Comply with all applicable regulatory requirements relating to
the provision of the Telecommunication Services provided by FirstLink as may
be in effect from time to time;

(f) Maintain the System in good order, condition and repair; and

(g) Provide Owner with business Telephone Services at the Property at
monthly service rates at or below comparable market prices. Owner will not
be charged for the installation costs for providing such business Telephone
Services. Owner will provide, at its own cost. all necessary ancillary
hardware such as keysets and operator consoles for the dedicated use of the
Owner.

(h) Pay all taxes resulting from the ownership or operation of System
and service.

(i) FirstLink will ensure that quality of the Telecommunications
Services are comparable to industry standards in the Portland Metropolitan
Area.

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<PAGE>

(j) FirstLink will ensure that rates charged to residents for
telecommunications services will be competitive with rates charged for
comparable services in the Portland Metropolitan Area.

(k) FirstLink will ensure that any resident desiring to be reconnected
to the local exchange carrier will be reconnected at no cost to the resident.

(l) FirstLink will ensure that Telecommunications Services provided to
the residents are generally comparable to or exceed services being offered in
the Portland Metropolitan Area.

10. OB1IGATIONS OF OWNER. Owner shall:

Page 5

<PAGE>

and other information necessary to market and operate the System and provide
the Telecommunications services according to this Agreement or to comply with
governmental or Utility Commission rules as may be determined by FirstLink;

(d) Cooperate with FirstLink in obtaining permits, consents, licenses
and any other requirements which may be necessary for FirstLink to install
and operate the System and furnish the Telecommunications Services; provided
that FirstLink shall pay all reasonable costs of the Owner associated
therewith except that Owner will pay installation costs as described in
Section 9(g);

(e) Provide reasonable access to the Property to FirstLink and its
employees and agents to enable FirstLink to perform the activities
contemplated by or necessary under this Agreement including access for the
purpose of soliciting customers.

11. INSURANCE. FirstLink shall carry and maintain liability insurance
of $1,000,000 naming Owner and Owner's agent as additional insured covering
personal injury and Property damage that may be caused to person(s), the
Property or its contents, by the System or FirstLink's employees or agents.
Owner and FirstLink each waive any right of recovery against each other for
any claims that may be brought for any loss that is covered by insurance upon
or relating to the Property or the System to the extent of the actual
proceeds received by waiving party. Owner shall carry and maintain general
liability insurance related to the Property.

12. TERMINATION OF THE AGREEMENT.

(a) This Agreement may be terminated by either party if there has been
a material breach of the terms of this Agreement by the other party and if
within forty-five (45) days after receiving notice of such breach from the
patty seeking to terminate, such breach has not been cured.

(b) FirstLink may terminate this Agreement, or discontinue the
provision of any Telecommunications Services provided hereunder, if in the
sole discretion of FirstLink, it ceases to be feasible for legal, economic or
regulatory reasons to provide Telecommunications Services to the Property;
provided that FirstLink provides forty-five (45) days written notice to Owner.

(c) This Agreement may also be terminated by FirstLink if there is a
continuing material failure by Owner to provide the services to FirstLink
contemplated hereby.

Page 6

<PAGE>

(d) Any termination of this Agreement shall be effective as of the date
of termination, but FirstLink shall continue to provide Telecommunications
Services until the earlier of (i) all FirstLink customers at the Property are
provided Telephone Service from another source or (ii) thirty (30) days from
the date of such termination. The provisions of this agreement necessary for
such continued services shall remain effective.

(e) Upon termination of this Agreement for any reason, FirstLink, or
any designee of FirstLink, including without limitation, any party providing
financing to FirstLink, shall have the right, after providing Owner with
written notice of at least forty-five (45) days, without further demand, to
enter upon the Property and to dismantle and remove or render inoperative any
and all equipment or other Property comprising the System so long as such
right shall encompass Section 9 (d) herein.

14. OWNER WARRANTIES: INFORMATION. Owner warrants that (i) it has full
power and authority to grant to FirstLink the exclusive rights set forth in
this Agreement, (ii) that no party holds any rights or interests with respect
to the Property that conflict with any rights or interests that Owner grants
to FirstLink under this Agreement; (iii) that the Property is not presently
part of bankruptcy proceeding, foreclosure action, or deed in lieu of
foreclosure transaction; (iv) Owner is not in default of any mortgages or
other encumbrances on the Property; and (v) no purchase contracts presently
exist as to the Property.

Page 7

<PAGE>

15. FIRSTLINK WARRANTY. FirstLink warrants that IT will comply with
all laws and licensing requirements concerning the installation and operation
of the System. Except as expressly stated in this Agreement, FirstLink makes
no representations or warranties regarding the System or the provision of
Telecommunications Services, express or implied, including, but not limited
to, any implied warranty of merchantability or fitness for a particular
purpose.

16. INDEPENDENT CONTRACTOR. FirstLink shall be and is an independent
contractor and Owner shall not control or direct the details and means by
which FirstLink performs its duties under this Agreement. This Agreement
shall not create the relationship of employer and employee, a partnership or
a joint venture.

18. INDEMNIFICATION. Subject to the provisions set forth in Section 19
below, (i) FirstLink and Owner hereby agree to indemnify, defend and hold
each other (and each other's officers, directors, owners, employees, and
agents) harmless from and against all claims, losses and liabilities in any
way relating to, growing out of, or resulting from a material breach of each
of their respective obligations under this Agreement ; and (ii) Owner will
indemnify FirstLink for damages to the System as provided in Section 3 herein.

In addition, FirstLink agrees to indemnify, defend and hold harmless Owner
and Owner's partners, employees and agents from and against all damages,
losses, liabilities, costs, and expenses (including reasonable attorneys'
fees) resulting from claims made or causes of action asserted by third
parties (including, without limitation, residents of the Property) arising
out of or relating to (i) the performance by FirstLink (or its employees or
agents) of its obligations under this Agreement, (ii) the provision of
Telecommunications Services or (iii) compliance of FirstLink and/or the
System with applicable laws and regulations, except to the extent such
matters are attributable to the gross negligence or willful misconduct of
Owner.

Page 8

<PAGE>

19. LIMITATION OF REMEDIES. Notwithstanding any other provision of this
agreement but without limiting the mutual indemnification in Section 8,
neither FirstLink nor Owner shall be liable to any third party for any
incidental or consequential damages, including but not limited to lost
profits, of any nature whatsoever or for the condition or repair of any
telephone instrument or any Property to which the System is attached.

20. ARBITRATION OF DISPUTES. Any controversy, dispute, or claim of
whatever nature arising out of, in connection with or in relation to the
interpretation, performance or breach of this Agreement, including any claim
based on contract, tort or statute, shall be resolved at the request of any
parry to this Agreement, by final and binding arbitration before a single
arbitrator conducted at a location determined by the arbitrator in Vancouver,
Washington administered by and in accordance with the then existing rules of
practice and procedure established by the Arbitration Chapter of the Uniform
Trial Court Rules as then in effect in the State of Washington, and judgment
upon any award rendered by the arbitrator may be entered by any state or
federal court having jurisdiction thereof. The arbitrator shall award
attorney's fees and costs of the arbitration procedure to the prevailing
patty. Both parties acknowledge that they are giving up their right to have
any such claim decided in a court of law before a judge or jury, and hereby
waive all rights to appeal.

22. MISCELLANEOUS.

Page 9

<PAGE>

(c) GOVERNING LAW The rights and obligations of the parties and all
interpretations and performances of this Agreement shall be governed in all
respects by the laws of the State of Washington.

(d) NOTICES. Any notice to be given by either party to the other shall
be in writing and either personally delivered or sent by certified mail,
return receipt requested, to the addresses of the Owner and FirstLink
provided below. Notices shall be deemed given when received or refused. Each
party may change its address for notice to it by notice in accordance with
the foregoing provisions.

<TABLE>
<CAPTION>
FIRSTLINK: OWNER:
- ---------- ------
<S> <C>
FirstLink Communications, Inc. Housing Authority of the City of Vancouver,
190 SW Harrison St. Washington, 500 Omaha Way
Portland, Oregon 97201 Vancouver, Washington 98661
Facsimile: 503-306-4333 Facsimile: 360-694-5369
Telephone: 503-306-4444 Telephone: 360-694-2501
Attn: A. Roger Pease, CEO Attn: Alice Porter
</TABLE>

(f) ATTORNEYS' FEES AND COSTS. If arbitration or other proceedings are
brought to enforce or interpret this Agreement, the substantially prevailing
party shall be entitled to recover reasonable attorneys' fees and other costs
incurred in such action, arbitration or proceeding from the other patty, in
addition to any other relief to which such party may be entitled.

Page 10

<PAGE>

(g) AUTHORITY. Each individual signing this Agreement on behalf of a
corporation or partnership represents that he or she has the necessary
authority to execute this Agreement on behalf of such entity and that, in the
case of a corporation. all necessary corporate action has been taken
approving the execution of this Agreement.

Any person or entity executing this Agreement as "Owner" hereby represents
and warrants to FirstLink that it is fully authorized by Owner to execute
this Agreement and to bind Owner to the terms and obligations set forth in
this Agreement and the Owner is fully aware of the existence and contents of
this Agreement. Owner and any person or entity executing this Agreement on
Owner's behalf acknowledges that Owner shall be estopped from claiming that
this Agreement was executed by a person or entity lacking actual authority to
bind Owner.

(h) FURTHER ASSURANCES. Upon the reasonable request of either party,
the other party shall promptly and, at its own expense, execute and deliver
any additional documents or take such actions. as may be reasonably necessary
(subject to any other agreement binding on either party) for the purpose of
evidencing or perfecting any rights or interest of either party arising under
this Agreement or arising under documents executed in accordance with this
Agreement.

This Agreement has been signed and delivered as of the above date.

FIRSTLINK: OWNER:
FIRSTLINK COMMUNICATIONS, INC. /s/ Kurt Creager
--------------------------------
BY: /s/ A. Roger Pease
---------------------------------- BY: Kurt Creager
A. Roger Pease -----------------------------
Chief Executive Officer Exec. Director
-----------------------------
VHH
-----------------------------

Page 11

<PAGE>

Exhibit No. 10.17.1 Telecommunications Services Agreement between Registrant
and Harsch Development Corp. (Sherman Tower).

Certain information in this exhibit has been omitted pursuant to Rule 406
of the Securities Act. Omitted information is designated by "*".

<PAGE>

FIRSTLINK COMMUNICATIONS, INC.

AND

HARSCH INVESTMENT CORP.

SHERMAN TOWER TELECOMMUNICATIONS SERVICES AGREEMENT

This agreement ("Agreement") is entered into as of September 25, 1997, by and
between FirstLink Communications, Inc., an Oregon corporation ("FirstLink"), and
Harsch Investment Corp., an Oregon corporation ("Owner").

1. PROPERTIES. Owner owns the multi-family residential complex
commonly known as Sherman Tower located at 901 Sherman Street, Denver,
Colorado which consists of 350 units ( "the Property").

2. GRANT OF RIGHTS.

(a) Owner grants FirstLink the sole and exclusive right, except as
provided in the last sentence of clause (b) below, to install, own, operate,
replace and maintain the System on, off and through the Properties and the
sole and exclusive right to provide Telecommunication Services to residents
of the Properties. "System" shall mean all electronic devices, cable, wire,
hardware, software and other material used to transmit and receive two-way
voice and data communications, telephone service ("Telephone Service"),
multi-channel TV, video on demand, audio on demand, voice mail, data services
and other means of two-way communication distribution, whether now existing
or hereafter developed (collectively "Telecommunication Services") as
between the Properties and the local and/or long distance telephone networks
or other outside distributor of these and other services.

It is anticipated that Telephone Services will include local and long distance
calling, multi-channel television, voice mail and calling features such as
conference calling, call waiting and call forwarding. Additional services will
be added from time to time, as available and as warranted 6y tenant demand.
Such additional Telecommunication Services may include: video conferencing,
on-line computer services, electronic mail, wireless services (such as cellular
telephone) and other types of services. There can be no assurance that any or
all of the above additional services will be made available. Their availability
is dependent upon many variables

Page 1

<PAGE>

and factors beyond FirstLink's control. Such factors include, but are not
limited to, technical feasibility, economic, regulatory and market
considerations.

(b) In consideration of the substantial investment made by FirstLink
in the System, Owner agrees that it will not grant access to the Properties
to any person or entity, other than FirstLink, for the purpose of operating
or maintaining the System, or permit the installation, maintenance or
operation at the Properties of any other equipment, wire, cable or material
by any person or entity that similarly provides Telecommunication Services.
So long as it is a requirement of law that a local telephone company also
serve the Properties, this exclusivity provision shall not deny such local
telephone company the right to serve residents of the Properties.

3. SYSTEM EXPENSES. Other than as set forth herein, FirstLink shall
bear all expenses to install, operate, maintain and repair the System
including wiring within each apartment. Owner shall, at Owner's expense and
cost, provide electrical power to the System (except emergency power
generator costs) and shall pay for any damage to the System caused by the
negligence or misconduct of Owner or Owner's agent(s) or employees. For the
purposes of this Agreement, "System Site" shall mean an adequate and secure
space at each of the Properties to house FirstLink's System equipment, which
shall consist of a rent-free, locked room meeting FirstLink's specifications.
FirstLink will pay for constructing such a room if one does not exist. Owner
hereby grants FirstLink and its authorized personnel access to the Properties
for any reasonable purposes related to this Agreement including the
installation of cabling or microwave equipment to interconnect buildings and
to connect to other telecommunication systems and grants specific rights to
FirstLink to use both existing coaxial and twisted pair cabling in the
Properties. FirstLink agrees to notify the Facility Manager when either
FirstLink or its authorized personnel are on-site.

4. TERM. The term of this Agreement shall be * from the date hereof.
The original term may be renewed for up to * additional periods of * years
each at the same terms and conditions upon written notice of at least 180
days prior to the end of the original term or any renewal term. Owner has the
right to cancel this Agreement within 90 days of receipt of FirstLink's
renewal notice to be effective on the anniversary date.

Page 2
<PAGE>

connected to US West. Telecommunication Services to the Properties shall
commence no later than 180 days from commencement of Installation. FirstLink
shall give Owner at least ten (10) days notice prior to the commencement of
installation. FirstLink may subcontract activities related to the
installation of the System, but shall be responsible for any and all acts
and/or omissions by any subcontractor.

6. OWNERSHIP AND CHARACTER OF THE SYSTEM. Except as otherwise stated
herein which includes pre-existing coaxial and twisted pair cabling, the
System, including any alterations and attachments, shall at all times remain
the sole property of FirstLink. It is the intention of the parties that the
System, and every component of the System, shall retain its character as
personal property following the installation of the System on the Properties,
and shall not be deemed to be a fixture constituting a part of the
Properties. No part of the System shall be or become subject to any mortgage,
deed of trust or lien upon the Properties.

7. SERVICE TO TENANTS. FirstLink shall provide Telephone Service
and other Telecommunication Services offered through the System to each
resident requesting them. FirstLink's obligation to provide or continue
Telecommunication Services shall be contingent on the resident paying service
charges and meeting other reasonable requirements as are established by
FirstLink from time to time. Residents electing to receive Telecommunication
Services offered by FirstLink shall do so through the execution and delivery
to Owner or FirstLink of a Tenant Services Agreement in the form provided,
from time to time, from FirstLink to Owner. Owner shall promptly provide
such executed documents to FirstLink. Residents requesting Telecommunication
Services shall be charged and billed individually for connection to the
System and for service at standard rates established solely by FirstLink from
time to time unless prohibited by applicable law or regulation. FirstLink
shall be solely responsible for invoicing, collections and bad debts related
to provision of Telecommunication Service to residents.

FirstLink shall at all times keep the rates charged Owner's tenants
competitive with like-kind companies offering similar services. Owner's
properties shall at no time be significantly disadvantaged to other buildings
offering similar services. FirstLink further guarantees to continuously
offer first class service, with prompt response to service calls, change in
service requests, and to maintain their equipment and installations in a
first class condition. FirstLink further guarantees to at all times compete
with like-kind companies with the latest technology and service packages. If
FirstLink fails to perform according to the foregoing, Owner may cancel this

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<PAGE>

Agreement after thirty (30) day notice to cure. If FirstLink disagrees with
Owner's interpretation of the quality of FirstLink's service, both parties
hereby agree to arbitrate the dispute.

Both parties agree that neither the Owner nor the Owner's agent shall have any
liability regarding the number of residents electing to use Telecommunications
Services.

8. COMMISSIONS. Owner shall be entitled to Commissions according to
the following schedule:

PENETRATION RATE COMMISSION PERCENT
- ------------------------------------------------------------------------------
* *

Commissions are paid on all gross revenues actually collected for
telecommunications services, including internet access services, calling cards,
paging services, and cellular services provided to each living unit served by
FirstLink hereunder. Penetration rate is the number of living units subscribing
to any of FirstLink's services divided by the total number of living units in
the Property at the start of the quarter for which commissions are payable. All
commission payments hereunder will be paid quarterly in arrears within thirty
days of each quarter end.

9. ADDITIONAL OBLIGATIONS OF FIRSTLINK. FirstLink shall:

(a) Make a customer service representative available to receive
service requests or inquiries from Owner or residents and insure that it
responds to service requests within four (~) hours of receipt. Routine
maintenance services shall be performed by FirstLink during its normal
working hours. A technician shall arrive at the Properties to commence
maintenance services promptly after request by a customer of such services,
provided however, where such requests are made on, or on a day preceding a
Saturday, Sunday or holiday, FirstLink's system technician shall arrive at
the Properties to commence maintenance services on the next normal working
day. A technician shall be dispatched within four (4) hours of receipt of an
emergency service request or notification of a service problem affecting more
than one resident.

Page 4
<PAGE>

(b) Provide Owner with marketing materials, sales support
and sales training to enable Owner and Owner's employees to market
Telecommunications Services in accordance with Section 10(b);

(d) Repair or replace any damage to the Properties resulting from
Installation, operation, or removal of the System or any other acts by
FirstLink to the satisfaction of the Owner and restore Properties to their
original condition;

(e) Comply with all applicable regulatory requirements relating to
the provision of the Telecommunication Services provided by FirstLink as may
be in effect from time to time;

(f) Maintain the System in good order, condition and repair; and

(g) Provide Owner with business Telephone Services at the Properties.
Owner will pay the installation costs for providing such business Telephone
Services and will provide, at its own cost, all necessary ancillary hardware
such as keysets and operator consoles for the dedicated use of the Owner;
such costs will be reasonable and reflect customary installation charges for
business telephone systems.

(h) Pay all taxes resulting from the ownership or operation of System
and service.

10. OBLIGATIONS OF OWNER. Owner shall:

(a) Make the System Site available on a rent-free basis to FirstLink
during the term of this Agreement. The construction and location of the
System Site shall be as Owner and FirstLink reasonably agree, subject to
technical and regulatory requirements as determined by FirstLink. FirstLink
shall have twenty-four hour, seven day a week access to the System Site, and
Owner's employees and agents shall not disturb the System. It is understood
that Owner currently has no emergency power generator at the Properties.
FirstLink's system at each System Site will include backup battery capacity
of 3.3 - 10.0 hours depending on resident load. If power is interrupted to
the System, a FirstLink technician will be automatically paged, allowing
sufficient time for a

Page 5
<PAGE>

portable generator to be delivered to the System Site to provide
temporary power until normal power is restored.

(b) Use reasonable efforts to encourage its staff, agents and
representatives to encourage and promote the use of the Telecommunications
Services to residents and prospective residents as part of the amenities
provided by Owner at the Properties. Owner consents to FirstLink's use of
incentives and incentive programs with management personnel, leasing staff
and other personnel at the Properties for the purpose of promoting the System
and Telecommunication Services provided through the System. Such incentives
will be paid directly by FirstLink to the recipients. Owner's staff will
present the telecommunications service agreement and related information to
prospective tenants with the objective of securing sales. It is envisioned
that this selling process will require a minimal amount of time on behalf of
Owner's staff. If Owner determines that FirstLink incentives or incentive
programs are causing Owner's personnel to spend excessive time promoting
FirstLink services, Owner may request FirstLink to modify or cease such
incentives or incentive programs, such request to be not unreasonably made.
Upon such reasonable request by Owner FirstLink will modify or cease such
incentives or incentive programs. If tenants have additional questions or
require additional information, their sales lead will be referred to
FirstLink staff who will be responsible for responding to customer inquiries
and securing any resulting sales. FirstLink will also be fully responsible
for the initial sales conversion process;

(c) Promptly provide to FirstLink requested specifications on the
Properties, such as wiring schematics and/or building diagrams, a current
list of residents, addresses and their telephone numbers and other specific
information regarding resident transactions, such as rentals, move-ins,
move-outs, transfers, intents to vacate, and the entering into or termination
of leases and other information necessary to market and operate the
System and provide the Telecommunications Services according to this
Agreement or to comply with governmental or Utility Commission rules as may
be determined by FirstLink . Telephone numbers of residents are to be kept
confidential by FirstLink and used for operational - not marketing - purposes
(such as determining whether a resident can retain a previous telephone
number).

(d) Cooperate with FirstLink in obtaining permits, consents, licenses
and any other requirements which may be necessary for FirstLink to install
and operate the System and furnish the Telecommunications Services; provided
that FirstLink shall pay all reasonable costs of the

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<PAGE>

Owner associated therewith except that Owner will pay installation costs as
described in Section 9(g);

(e) Provide reasonable access to the Properties to FirstLink and its
employees and agents to enable FirstLink to perform the activities
contemplated by or necessary under this Agreement including access for the
purpose of soliciting customers.

11. INSURANCE. FirstLink shall carry and maintain liability insurance
of $1,000,000 naming Owner and Owner's agent as additional insured covering
personal injury and property damage that may be caused to person(s), the
Properties or their contents, by the System or FirstLink's employees or
agents, including but not limited to the duties described in paragraph 17.
Owner and FirstLink each waive any right of recovery against each other for
any claims that may be brought for any loss that is covered by insurance upon
or relating to the Properties or the System to the extent of the actual
proceeds received by waiving party. Owner shall carry and maintain general
liability insurance related to the Properties.

12. TERMINATION OF THE AGREEMENT.

(b) FirstLink may terminate this Agreement, or discontinue the provision
of any Telecommunications Services provided hereunder, if in the sole
discretion of FirstLink, it ceases to be feasible for legal, economic or
regulatory reasons to provide Telecommunications Services to the Properties;
provided that FirstLink provides forty-five (45) days written notice to Owner.

(c) Any termination of this Agreement shall be effective as of the date
of termination but FirstLink shall continue to provide Telecommunications
Services until the earlier of (i) all FirstLink customers at the Properties
are provided Telephone Service from another source or (ii) thirty (30) days
from the date of such termination. The provisions of this agreement necessary
for such continued services shall remain effective.

(d) Upon termination of this Agreement for any reason, FirstLink, or any
designee of FirstLink, including without limitation, any party providing
financing to FirstLink, shall have the

Page 7

<PAGE>

13. ASSIGNMENT OF THE AGREEMENT. This Agreement and the rights hereunder
may be assigned by FirstLink to any majority-owned subsidiary of FirstLink or
to an affiliate or party acquiring all or substantially all of the assets of
FirstLink upon prior written consent of Owner. Such consent shall not be
unreasonably withheld. Alternatively, the Agreement may be assigned by
FirstLink to any FirstLink subsidiary so long as FirstLink agrees in writing
that it shall remain liable for all obligations arising under this Agreement.
FirstLink may also assign this Agreement to any party providing financing to
FirstLink; provided that such assignment shall not relieve FirstLink from its
obligations hereunder. In connection with a sale or disposition of the
Properties, Owner shall request FirstLink's written consent to assign this
Agreement and shall require any subsequent owner of the Properties to assume
this Agreement and the rights and obligations hereunder. Subject to the
foregoing, this Agreement shall be binding upon and shall inure to the
benefit of the successors and assigns of the respective parties to this
Agreement.

14. OWNER WARRANTIES; INFORMATION. Owner warrants that (i) it has full
power and authority to grant to FirstLink the exclusive rights set forth in
this Agreement, (ii) that no party holds any rights or interests with respect
to the Properties that conflict with any rights or interests that Owner
grants to FirstLink under this Agreement; (iii) that the Properties is not
presently part of bankruptcy proceeding, foreclosure action, or deed in lieu
of foreclosure transaction; (iv) Owner is not in default of any mortgages or
other encumbrances on the Properties; and (v) no purchase contracts presently
exist as to the Properties.

15. FIRSTLINK WARRANTY. FirstLink warrants that it will comply with all
laws and licensing requirements concerning the installation and operation of
the System. Except as expressly stated in this Agreement, FirstLink makes no
representations or warranties regarding the System, express or implied,
including, but not limited to, any implied warranty of merchantability or
fitness for a particular purpose.

16. INDEPENDENT CONTRACTOR. FirstLink shall be and is an independent
contractor and Owner shall not control or direct the details and means by
which FirstLink performs its duties

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<PAGE>

under this Agreement. This Agreement shall not create the relationship of
employer and employee, a partnership or a joint venture.

17. EMERGENCY CALLS. FirstLink will use its commercially reasonable
best efforts to pass all "911" emergency calls through the System to
authorities and to assure identity of each dwelling unit placing such call
but makes no warranty or guaranty of any nature as to the promptness or
adequacy of any response to any such emergency call. FirstLink assumes no
responsibility whatsoever for any actions with respect to emergency calls
other than to use its reasonable best efforts to pass such traffic to
authorities through the System. In the event that the System has been
adversely affected by any situation described in Section 21, FirstLink shall
have no liability whatsoever for failure to pass on emergency telephone
traffic.

18. INDEMNIFICATION. Subject to the provisions set forth in Section 19
below, (i) FirstLink and Owner hereby agree to indemnify, defend and hold
each other (and each other's officers, directors, owners, employees, and
agents) harmless from and against all claims, losses and liabilities in any
way relating to, growing out of, or resulting from a material breach of each
of their respective obligations to the other under this Agreement ; and (ii)
Owner will indemnify FirstLink for damages to the System as provided in
Section 3 herein.

In addition, FirstLink agrees to indemnify, defend and hold harmless Owner
and Owner's partners, employees, agents and successors from and against all
damages, losses, liabilities, costs, and expenses (including reasonable
attorneys' fees) resulting from claims made or causes of action asserted by
third parties (including, without limitation, residents of the Properties)
arising out of or relating to (i) the performance by FirstLink (or its
employees or agents) of its obligations under this Agreement, (ii) the
provision of Telecommunications Services or (iii) compliance of FirstLink
and/or the System with applicable laws and regulations, except to the extent
such matters are attributable to the gross negligence or willful misconduct
of Owner.

19. LIMITATION OF REMEDIES. Notwithstanding any other provision of this
agreement but without limiting the mutual indemnification in Section 18,
neither FirstLink nor Owner shall be liable to any third party for any
incidental or consequential damages, including but not limited to lost
profits, of any nature whatsoever or for the condition or repair of any
telephone instrument or any property to which the System is attached.

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<PAGE>

20. ARBITRATION OF DISPUTES. Any controversy, dispute, or claim of
whatever nature arising out of, in connection with or in relation to the
interpretation, performance or breach of this Agreement, including any claim
based on contract, tort or statute, shall be resolved at the request of any
party to this Agreement, by final and binding arbitration before a single
arbitrator conducted at a location determined by the arbitrator in Portland,
Oregon, ( or jurisdiction where property is located, at Owner's election)
administered by and in accordance with the then existing rules of practice
and procedure established by the Arbitration Chapter of the Uniform Trial
Court Rules as then in effect in the State of Oregon, (or jurisdiction where
property is located, at Owner's election) and judgment upon any award
rendered by the arbitrator may be entered by any state or federal court
having jurisdiction thereof. If the parties cannot mutually agree on an
arbitrator, either party may petition the Presiding Judge of the Multnomah
County Circuit Court (or jurisdiction where property is located, at Owner's
election) to appoint an arbitrator. The arbitrator shall award attorney's
fees and costs of the arbitration procedure to the prevailing party. Both
parties acknowledge that they are giving up their right to have any such
claim decided in a court of law before a judge or jury, and hereby waive all
rights to appeal.

22. MISCELLANEOUS.

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<PAGE>

(c) GOVERNING LAW. The rights and obligations of the parties and all
interpretations and performances of this Agreement shall be governed in all
respects by the laws of the State of Oregon.

(d) NOTICES. Any notice to be given by either party to the other shall
be in writing and either personally delivered or sent by certified mail,
return receipt requested, to the addresses of the Owner and FirstLink
provided below. Notices shall be deemed given when received or refused. Each
party may change its address for notice to it by notice in accordance with
the foregoing provisions.

FIRSTLINK: OWNER:
<S> <C>

FirstLink Communications, Inc. Harsch Investment Corp.
255 SW Harrison, Suite lA 1121 SW Salmon Street
Portland, Oregon 97201 Portland, Oregon 97205
Facsimile: 503~06-4333 Facsimile: 503-274-2093
Telephone: 503-306-4444 Telephone: 503-242-2900
Attn: A. Roger Pease, CEO Attn: Susan S. Bowlsby

</TABLE>

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<PAGE>

Any person or entity executing this Agreement as "Owner" hereby represents
and warrants to FirstLink that it is fully authorized by Owner to execute
this Agreement and to bind Owner to the terms and obligations set forth in
this Agreement and the Owner is fully aware of the existence and contents of
this Agreement. Owner and any person or entity executing this Agreement on
Owner's behalf acknowledges that Owner shall be estopped from claiming that
this Agreement was executed by a person or entity lacking actual authority to
bind Owner.

(h) FURTHER ASSURANCES Upon the reasonable request of either party,
the other party shall promptly and, at its own expense, execute and deliver
any additional documents or take such actions, as may be reasonably necessary
(subject to any other agreement binding on either party) For the purpose of
evidencing or perfecting any rights or interest of either party arising under
this Agreement or arising under documents executed in accordance with this
Agreement.

This Agreement has been signed and delivered as of the above date.

FIRSTLINK: OWNER:
<S> <C>
By: By:
----------------------------------- ----------------------------------

Title: Title:
--------------------------------- --------------------------------
</TABLE>

Page 12

<PAGE>

Exhibit No. 10.18.1 Telecommunications Services Agreement between Registrant
and Harsch Development Corp. (The Nettleton).

Certain information in this exhibit has been omitted pursuant to Rule 406
of the Securities Act. Omitted information is designated by "*".

<PAGE>

FIRSTLINK COMMUNICATIONS, INC.

AND

HARSCH INVESTMENT CORP.

THE NETTLETON TELECOMMUNICATIONS SERVICES AGREEMENT

This agreement ("Agreement") is entered into as of September 25, 1997, by and
between FirstLink Communications, Inc., an Oregon corporation ("FirstLink"),
and Harsch Investment Corp., an Oregon corporation ("Owner").

1. PROPERTIES. Owner owns the multi-family residential complex
commonly known as The Nettleton located at 1000 8th avenue, Seattle,
Washington 98140 which consists of 351 units ( "the Property").

2. GRANT OF RIGHTS.

(a) Owner grants FirstLink the sole and exclusive right, except as
provided in the last sentence of clause (6) below, to install, own, operate,
replace and maintain the System on, off and through the Properties and the
sole and exclusive right to provide Telecommunication Services to residents
of the Properties. "System" shall mean all electronic devices, cable, wire,
hardware, software and other material used to transmit and receive two-way
voice and data communications, telephone service ("Telephone Service"),
multi-channel TV, video on demand, audio on demand, voice mail, data services
and other means of two-way communication distribution, whether now existing
or hereafter developed (collectively "Telecommunication Services") as
between the Properties and the local and/or long distance telephone networks
or other outside distributor of these and other services.

It is anticipated that Telephone Services will include local and long
distance calling, multi-channel television, voice mail and calling features
such as conference calling, call waiting and call forwarding. Additional
services will be added from time to time, as available and as warranted by
tenant demand. Such additional Telecommunication Services may include:
video conferencing, on-line computer services, electronic mail, wireless
services (such as cellular telephone) and other types of services. There can
be no assurance that any or all of the above additional services will be made
available. Their availability is dependent upon many variables

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<PAGE>

and factors beyond FirstLink's control. Such factors include, but are not
limited to, technical feasibility, economic, regulatory and market
considerations.

(b) In consideration of the substantial investment made by FirstLink in
the System, Owner agrees that it will not grant access to the Properties to
any person or entity, other than FirstLink, for the purpose of operating or
maintaining the System, or permit the installation, maintenance or operation
at the Properties of any other equipment, wire, cable, or material by any
person or entity that similarly provides Telecommunication Services. So long
as it is a requirement of law that a local telephone company also serve the
Properties, this exclusivity provision shall not deny such local telephone
company the right to serve residents of the Properties.

3. SYSTEM EXPENSES. Other than as set forth herein, FirstLink shall
bear all expenses to install, operate, maintain and repair the System
including wiring within each apartment. Owner shall, at Owner's expense and
cost, provide electrical power to the System (except emergency power
generator costs) and shall pay for any damage to the System caused by the
negligence or misconduct of Owner or Owner's agent(s) or employees. For the
purposes of this Agreement, "System Site" shall mean an adequate and secure
space at each of the Properties to house FirstLink's System equipment, which
shall consist of a rent-free, locked room meeting FirstLink's specifications.
FirstLink will pay for constructing such a room if one does not exist. Owner
hereby grants FirstLink and its authorized personnel access to the Properties
for any reasonable purposes related to this Agreement including the
installation of cabling or microwave equipment to interconnect buildings and
to connect to other telecommunication systems and grants specific rights to
FirstLink to use both existing coaxial and twisted pair cabling in the
Properties. FirstLink agrees to notify the Facility Manager when either
FirstLink or its authorized personnel are on-site.

4. TERM. The term of this Agreement shall be * years from the date
hereof. The original term may be renewed for up to * additional periods of *
years each at the same terms and conditions upon written notice of at least
180 days prior to the end of the original term or any renewal term. Owner has
the right to cancel this Agreement within 90 days of receipt of FirstLink's
renewal notice to be effective on the anniversary date.

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<PAGE>

connected to US West. Telecommunication Services to the Properties shall
commence no later than 180 days from commencement of installation. FirstLink
shall give Owner at least ten (10) days notice prior to the commencement of
installation. FirstLink may subcontract activities related to the
installation of the System, but shall be responsible for any and all acts
and/or omissions by any subcontractor.

6. OWNERSHIP AND CHARACTER OF THE SYSTEM. Except as otherwise stated
herein which includes pre-existing coaxial and twisted pair cabling, the
System, including any alterations and attachments, shall at all times remain
the sole property of FirstLink. It is the intention of the parties that the
System, and every component of the System, shall retain its character as
personal property following the installation of the System on the Properties,
and shall not be deemed to be a fixture constituting a part of the
Properties. No part of the System shall be or become subject to any mortgage,
deed of trust or lien upon the Properties.

7. SERVICE TO TENANTS. FirstLink shall provide Telephone Service and
other Telecommunication Services offered through the System to each resident
requesting them. FirstLink's obligation to provide or continue
Telecommunication Services shall be contingent on the resident paying service
charges and meeting other reasonable requirements as are established by
FirstLink from time to time. Residents electing to receive Telecommunication
Services offered by FirstLink shall do so through the execution and delivery
to Owner or FirstLink of a Tenant Services Agreement in the form provided,
from time to time, from FirstLink to Owner. Owner shall promptly provide
such executed documents to FirstLink. Residents requesting Telecommunication
Services shall be charged and billed individually for connection to the
System and for service at standard rates established solely by FirstLink from
time to time unless prohibited by applicable law or regulation. FirstLink
shall be solely responsible for invoicing, collections and bad debts related
to provision of Telecommunication Service to residents.

FirstLink shall at all times keep the rates charged Owner's tenants
competitive with like-kind companies offering similar services. Owner's
properties shall at no time be significantly disadvantaged to other buildings
offering similar services. FirstLink further guarantees to continuously
offer first class service, with prompt response to service calls, change in
service requests, and to maintain their equipment and installations in a
first class condition. FirstLink further guarantees to at all times compete
with like-kind companies with the latest technology and service packages. If
FirstLink fails to perform according to the foregoing, Owner may cancel this

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<PAGE>

Agreement after thirty (30) day notice to cure. If FirstLink disagrees with
Owner's interpretation of the quality of FirstLink's service, both parties
hereby agree to arbitrate the dispute.

Both parties agree that neither the Owner nor the Owner1s agent shall have
any liability regarding the number of residents electing to use
Telecommunications Services.

8. COMMISSIONS. Owner shall be entitled to Commissions according to
the following schedule:

<TABLE>
<CAPTION>
Penetration Rate Commission Percent
- ----------------------------------------------------------------------
<S> <C>
* *
* *
* *
</TABLE>

Commissions are paid on all gross revenues actually collected for
telecommunications services, including internet access services, calling
cards, paging services, and cellular services provided to each living unit
served by FirstLink hereunder. * penetration rate is the number of living
units subscribing to any of FirstLink's services divided by the total number
of living units in the Property at the start of the quarter for which
commissions are payable. All commission payments hereunder will be paid
quarterly in arrears within thirty days of each quarter end.

9. ADDITIONAL OBLIGATIONS OF FIRSTLINK. FirstLink shall:

(a) Make a customer service representative available to receive service
requests or inquiries from Owner or residents and insure that it responds to
service requests within four (4) hours of receipt. Routine maintenance
services shall be performed by FirstLink during its normal working hours. A
technician shall arrive at the Properties to commence maintenance services
promptly after request by a customer of such services, provided however,
where such requests are made on, or on a day preceding a Saturday, Sunday or
holiday, FirstLink's system technician shall arrive at the Properties to
commence maintenance services on the next normal working day. A technician
shall be dispatched within four (4) hours of receipt of an emergency service
request or notification of a service problem affecting more than one resident.

Page 4

<PAGE>

(b) Provide Owner with marketing materials, sales support and sales
training to enable Owner and Owner's employees to market Telecommunications
Services in accordance with Section 10(b);

(d) Repair or replace any damage to the Properties resulting from
Installation, operation, or removal of the System or any other acts by
FirstLink to the satisfaction of the Owner and restore Properties to their
original condition;

(e) Comply with all applicable regulatory requirements relating to the
provision of the Telecommunication Services provided by FirstLink as may be
in effect from time to time;

(f) Maintain the System in good order, condition and repair; and

(g) Provide Owner with business Telephone Services at the Properties.
Owner will pay the installation costs for providing such business Telephone
Services and will provide, at its own cost, all necessary ancillary hardware
such as keysets and operator consoles for the dedicated use of the Owner;
such costs will be reasonable and reflect customary installation charges for
business telephone systems.

(h) Pay all taxes resulting from the ownership or operation of System
and service.

10. OBLIGATIONS OF OWNER. Owner shall:

(a) Make the System Site available on a rent-free basis to FirstLink
during the term of this Agreement. The construction and location of the
System Site shall be as Owner and FirstLink reasonably agree, subject to
technical and regulatory requirements as determined by FirstLink. FirstLink
shall have twenty-four hour, seven day a week access to the System Site, and
Owner's employees and agents shall not disturb the System. It is understood
that Owner currently has no emergency power generator at the Properties.
FirstLink's system at each System Site will include backup battery capacity
of 3.3 - 10.0 hours depending on resident load. If power is interrupted to the
System, a FirstLink technician will be automatically paged, allowing
sufficient time for a

Page 5
<PAGE>

portable generator to be delivered to the System Site to provide temporary
power until normal power is restored.

(b) Use reasonable efforts to encourage its staff, agents and
representatives to encourage and promote the use of the Telecommunications
Services to residents and prospective residents as part of the amenities
provided by Owner at the Properties. Owner consents to FirstLink's use of
incentives and incentive programs with management personnel, leasing staff
and other personnel at the Properties for the purpose of promoting the System
and Telecommunication Services provided through the System. Such incentives
will be paid directly by FirstLink to the recipients. Owner's staff will
present the telecommunications service agreement and related information to
prospective tenants with the objective of securing sales. It is envisioned
that this selling process will require a minimal amount of time on behalf of
Owner's staff. If Owner determines that FirstLink incentives or incentive
programs are causing Owner's personnel to spend excessive time promoting
FirstLink services, Owner may request FirstLink to modify or cease such
incentives or incentive programs, such request to be not unreasonably made.
Upon such reasonable request by Owner FirstLink will modify or cease such
incentives or incentive programs. If tenants have additional questions or
require additional information, their sales lead will be referred to
FirstLink staff who will be responsible for responding to customer inquiries
and securing any resulting sales. FirstLink will also be fully responsible
for the initial sales conversion process;

(c) Promptly provide to FirstLink requested specifications on the
Properties, such as wiring schematics and/or building diagrams, a current
list of residents, addresses and their telephone numbers and other specific
information regarding resident transactions, such as rentals, move-ins,
move-outs, transfers, intents to vacate, and the entering into or termination
of leases and other information necessary to market and operate the
System and provide the Telecommunications Services according to this
Agreement or to comply with governmental or Utility Commission rules as may
be determined by FirstLink . Telephone numbers of residents are to be kept
confidential by FirstLink and used for operational - not marketing - purposes
(such as determining whether a resident can retain a previous telephone
number).

(d) Cooperate with FirstLink in obtaining permits, consents, licenses
and any other requirements which may be necessary for FirstLink to install
and operate the System and furnish the Telecommunications Services; provided
that FirstLink shall pay all reasonable costs of the

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Owner associated therewith except that Owner will pay installation costs as
described in Section 9(g);

(e) Provide reasonable access to the Properties to FirstLink and its
employees and agents to enable FirstLink to perform the activities
contemplated by or necessary under this Agreement including access for the
purpose of soliciting customers.

11. INSURANCE. FirstLink shall carry and maintain liability insurance
of $1,000,000 naming Owner and Owner's agent as additional insured covering
personal injury and property damage that may be caused to person(s), the
Properties or their contents, by the System or FirstLink's employees or
agents, including but not limited to the duties described in paragraph 17.
Owner and FirstLink each waive any right of recovery against each other for
any claims that may be brought for any loss that is covered by insurance upon
or relating to the Properties or the System to the extent of the actual
proceeds received by waiving party. Owner shall carry and maintain general
liability insurance related to the Properties.

12. TERMINATION OF THE AGREEMENT.

(a) This Agreement may be terminated by either party if there has been a
material breach of the terms of this Agreement by the other party and if
within forty-five (45) days after receiving notice of such breach from the
party seeking to terminate, such breach has not been cured.

(b) FirstLink may terminate this Agreement, or discontinue the provision
of any Telecommunications Services provided hereunder, if in the sole
discretion of FirstLink, it ceases to be feasible for legal, economic or
regulatory reasons to provide Telecommunications Services to the Properties;
provided that FirstLink provides forty-five (45) days written notice to Owner.

(c) Any termination of this Agreement shall be effective as of the date
of termination, but FirstLink shall continue to provide Telecommunications
Services until the earlier of (i) all FirstLink customers at the Properties
are provided Telephone Service from another source or (ii) thirty (30) days
from the date of such termination. The provisions of this agreement necessary
for such continued services shall remain effective.

(d) Upon termination of this Agreement for any reason, FirstLink, or any
designee of FirstLink, including without limitation, any party providing
financing to FirstLink, shall have the

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13. ASSIGNMENT OF THE AGREEMENT. This Agreement and the rights hereunder
may be assigned by FirstLink to any majority-owned subsidiary of FirstLink or
to an affiliate or party acquiring all or substantially all of the assets of
FirstLink upon prior written consent of Owner. Such consent shall not be
unreasonably withheld. Alternatively, the Agreement may be assigned by
FirstLink to any FirstLink subsidiary so long as FirstLink agrees in writing
that it shall remain liable for all obligations arising under this Agreement.
FirstLink may also assign this Agreement to any party providing financing to
FirstLink; provided that such assignment shall not relieve FirstLink from its
obligations hereunder. In connection with a sale or disposition of the
Properties, Owner shall request FirstLink's written consent to assign this
Agreement and shall require any subsequent owner of the Properties to assume
this Agreement and the rights and obligations hereunder. Subject to the
foregoing, this Agreement shall be binding upon and shall inure to the
benefit of the successors and assigns of the respective parties to this
Agreement.

14. OWNER WARRANTIES; INFORMATION. Owner warrants that (i) it has full
power and authority to grant to FirstLink the exclusive rights set forth in
this Agreement, (ii) that no party holds any rights or interests with respect
to the Properties that conflict with any rights or interests that Owner
grants to FirstLink under this Agreement; (iii) that the Properties is not
presently part of bankruptcy proceeding, foreclosure action, or deed in lieu
of foreclosure transaction; (iv) Owner is not in default of any mortgages or
other encumbrances on the Properties; and (v) no purchase contracts presently
exist as to the Properties.

15. FIRSTLINK WARRANTY. FirstLink warrants that it will comply with all
laws and licensing requirements concerning the installation and operation of
the System. Except as expressly stated in this Agreement, FirstLink makes no
representations or warranties regarding the System, express or implied,
including, but not limited to, any implied warranty of merchantability or
fitness for a particular purpose.

16. INDEPENDENT CONTRACTOR. FirstLink shall be and is an independent
contractor and Owner shall not control or direct the details and means by
which FirstLink performs its duties

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under this Agreement. This Agreement shall not create the relationship of
employer and employee, a partnership or a joint venture.

17. EMERGENCY CALLS. FirstLink will use its commercially reasonable
best efforts to pass all "911" emergency calls through the System to
authorities and to assure identity of each dwelling unit placing such call
but makes no warranty or guaranty of any nature as to the promptness or
adequacy of any response to any such emergency call. FirstLink assumes no
responsibility whatsoever for any actions with respect to emergency calls
other than to use its reasonable best efforts to pass such traffic to
authorities through the System. In the event that the System has been
adversely affected by any situation described in Section 21, FirstLink shall
have no liability whatsoever for failure to pass on emergency telephone
traffic.

18. INDEMNIFICATION. Subject to the provisions set forth in Section 19
below, (i) FirstLink and Owner hereby agree to indemnify, defend and hold
each other (and each other's officers, directors, owners, employees, and
agents) harmless from and against all claims, losses and liabilities in any
way relating to, growing out of, or resulting from a material breach of each
of their respective obligations to the other under this Agreement ; and (ii)
Owner will indemnify FirstLink for damages to the System as provided in
Section 3 herein.

In addition, FirstLink agrees to indemnify, defend and hold harmless Owner
and Owner's partners, employees, agents and successors from and against all
damages, losses, liabilities, costs, and expenses (including reasonable
attorneys' fees) resulting from claims made or causes of action asserted by
third parties (including, without limitation, residents of the Properties)
arising out of or relating to (i) the performance by FirstLink (or its
employees or agents) of its obligations under this Agreement, (ii) the
provision of Telecommunications Services or (iii) compliance of FirstLink
and/or the System with applicable laws and regulations, except to the extent
such matters are attributable to the gross negligence or willful misconduct
of Owner.

19. LIMITATION OF REMEDIES. Notwithstanding any other provision of this
agreement but without limiting the mutual indemnification in Section 18,
neither FirstLink nor Owner shall be liable to any third party for any
incidental or consequential damages, including but not limited to lost profits,
of any nature whatsoever or for the condition or repair of any telephone
instrument or any property to which the System is attached.

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<PAGE>

20. ARBITRATION OF DISPUTES. Any controversy, dispute, or claim of
whatever nature arising out of, in connection with or in relation to the
interpretation, performance or breach of this Agreement, including any claim
based on contract, tort or statute, shall be resolved at the request of any
party to this Agreement, by final and binding arbitration before a single
arbitrator conducted at a location determined by the arbitrator in Portland,
Oregon, ( or jurisdiction where property is located, at Owner's election)
administered by and in accordance with the then existing rules of practice
and procedure established by the Arbitration Chapter of the Uniform Trial
Court Rules as then in effect in the State of Oregon, (or jurisdiction where
property is located, at Owner's election) and judgment upon any award
rendered by the arbitrator may be entered by any state or federal court
having jurisdiction thereof. If the parties cannot mutually agree on an
arbitrator, either party may petition the Presiding Judge of the Multnomah
County Circuit Court (or jurisdiction where property is located, at Owner's
election) to appoint an arbitrator. The arbitrator shall award attorney's
fees and costs of the arbitration procedure to the prevailing party. Both
parties acknowledge that they are giving up their right to have any such
claim decided in a court of law before a judge or jury, and hereby waive all
rights to appeal.

22. MISCELLANEOUS

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(c) GOVERNING LAW. The rights and obligations of the parties and all
interpretations and performances of this Agreement shall be governed in all
respects by the laws of the State of Oregon.

(d) NOTICES. Any notice to be given by either party to the other shall
be in writing and either personally delivered or sent by certified mail,
return receipt requested, to the addresses of the Owner and FirstLink
provided below. Notices shall be deemed given when received or refused. Each
party may change its address for notice to it by notice in accordance with
the foregoing provisions.

FIRSTLINK: OWNER:

(g) AUTHORITY. Each individual signing this Agreement on behalf of a
corporation or partnership represents that he or she has the necessary authority
to execute this Agreement on behalf of such entity and that, in the case of a
corporation, all necessary corporate action has been taken approving the
execution of this Agreement.

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<PAGE>

Any person or entity executing this Agreement as "Owner" hereby represents
and warrants to FirstLink that it is fully authorized by Owner to execute
this Agreement and to bind Owner to the terms and obligations set forth in
this Agreement and the Owner is fully aware of the existence and contents of
this Agreement. Owner and any person or entity executing this Agreement on
Owner's behalf acknowledges that Owner shall be estopped from claiming that
this Agreement was executed by a person or entity lacking actual authority to
bind Owner.

(h) FURTHER ASSURANCES. Upon the reasonable request of either party,
the other party shall promptly and, at its own expense, execute and deliver
any additional documents or take such actions, as may be reasonably necessary
(subject to any other agreement binding on either party) for the purpose of
evidencing or perfecting any rights or interest of either party arising under
this Agreement or arising under documents executed in accordance with this
Agreement.

This Agreement has been signed and delivered as of the above date.

FIRSTLINK: OWNER:

By: /S/ A. ROGER PEASE By: [ILLEGIBLE]
----------------------- ----------------------------
Title: CEO Title: VP
----------------------- ----------------------------

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<PAGE>

Exhibit No. 10.19.1 Telecommunications Services Agreement between Registrant
and Harsch Development Corp. (Regency Tower Apartments).

Certain information in this exhibit has been omitted pursuant to Rule 406
of the Securities Act. Omitted information is designated by "*".

<PAGE>

FIRSTLINK COMMUNICATIONS, INC.

AND

HARSCH INVESTMENT CORP.

REGENCY TOWER APARTMENTS TELECOMMUNICATIONS SERVICES AGREEMENT

This agreement ("Agreement") is entered into as of September 25, 1997, by and
between FirstLink Communications, Inc., an Oregon corporation ("FirstLink"),
and Harsch Investment Corp., an Oregon corporation ("Owner").

1. PROPERTIES. Owner owns the multi-family residential complex
commonly known as Regency Tower Apartments located at 333 NW 5th Street,
Oklahoma City, Oklahoma 73102 which consists of 273 units ("the Property").

2. GRANT OF RIGHTS.

(a) Owner grants FirstLink the sole and exclusive right, except as
provided in the last sentence of clause (b) below, to install, own, operate,
replace and maintain the System on, off and through the Properties and the
sole and exclusive right to provide Telecommunication Services to residents
of the Properties. "System shall mean all electronic devices, cable, wire,
hardware, software and other material used to transmit and receive two-way
voice and data communications, telephone service ("Telephone Service"),
multi-channel TV, video on demand, audio on demand, voice mail, data services
and other means of two-way communication distribution, whether now existing
or hereafter developed (collectively "Telecommunication Services") as
between the Properties and the local and/or long distance telephone networks
or other outside distributor of these and other services.

It is anticipated that Telephone Services will include local and long
distance calling, multi-channel television, voice mail and calling features
such as conference calling, call waiting and call forwarding. Additional
services will be added from time to time, as available and as warranted by
tenant demand. Such additional Telecommunication Services may include:
video conferencing, on-line computer services, electronic mail, wireless
services (such as cellular telephone) and other types of services. There can
be no assurance that any or all of the above additional services will be made
available. Their availability is dependent upon many variables

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<PAGE>

and factors beyond FirstLink's control. Such factors include, but are not
limited to, technical feasibility, economic, regulatory and market
considerations.

(b) In consideration of the substantial investment made by FirstLink in
the System, Owner agrees that it will not grant access to the Properties to
any person or entity, other than FirstLink, for the purpose of operating or
maintaining the System, or permit the installation, maintenance or operation
at the Properties of any other equipment, wire, cable, or material 6y any
person or entity that similarly provides Telecommunication Services. So long
as it is a requirement of law that a local telephone company also serve the
Properties, this exclusivity provision shall not deny such local telephone
company the right to serve residents of the Properties.

3. SYSTEM EXPENSES. Other than as set forth herein, FirstLink shall
bear all expenses to install, operate, maintain and repair the System
including wiring within each apartment. Owner shall, at Owner's expense and
cost, provide electrical power to the System (except emergency power
generator costs) and shall pay for any damage to the System caused by the
negligence or misconduct of Owner or Owner's agent(s) or employees. For the
purposes of this Agreement, "System Site" shall mean an adequate and secure
space at each of the Properties to house FirstLink's System equipment, which
shall consist of a rent-free, locked room meeting FirstLink's specifications.
FirstLink will pay for constructing such a room if one does not exist. Owner
hereby grants FirstLink and its authorized personnel access to the Properties
for any reasonable purposes related to this Agreement including the
installation of cabling or microwave equipment to interconnect buildings and
to connect to other telecommunication systems and grants specific rights to
FirstLink to use both existing coaxial and twisted pair cabling in the
Properties. FirstLink agrees to notify the Facility Manager when either
FirstLink or its authorized personnel are on-site.

4. TERM. The term of this Agreement shall be * years from the date
hereof. The original term may be renewed for up to * additional periods *
years each at the same terms and conditions upon written notice at least 180
days prior to the end of the original term or any renewal term. Owner has the
right to cancel this Agreement within 90 days of receipt of FirstLink's
renewal notice to be effective on the anniversary date.

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connected to US West. Telecommunication Services to the Properties shall
commence no later than 180 days from commencement of installation. FirstLink
shall give Owner at least ten (10) days notice prior to the commencement of
installation. FirstLink may subcontract activities related to the
installation of the System, but shall be responsible for any and all acts
and/or omissions by any subcontractor.

6. OWNERSHIP AND CHARACTER OF THE SYSTEM. Except as otherwise stated
herein which includes pre-existing coaxial and twisted pair cabling, the
System, including any alterations and attachments, shall at all times remain
the sole property of FirstLink. It is the intention of the parties that the
System, and every component of the System, shall retain its character as
personal property following the installation of the System on the Properties,
and shall not be deemed to be a fixture constituting a part of the
Properties. No part of the System shall be or become subject to any mortgage,
deed of trust or lien upon the Properties.

7. SERVICE TO TENANTS. FirstLink shall provide Telephone Service and
other Telecommunication Services offered through the System to each resident
requesting them. FirstLink's obligation to provide or continue
Telecommunication Services shall be contingent on the resident paying service
charges and meeting other reasonable requirements as are established by
FirstLink from time to time. Residents electing to receive Telecommunication
Services offered by FirstLink shall do so through the execution and delivery
to Owner or FirstLink of a Tenant Services Agreement in the form provided,
from time to time, from FirstLink to Owner. Owner shall promptly provide such
executed documents to FirstLink. Residents requesting Telecommunication
Services shall be charged and billed individually for connection to the
System and for service at standard rates established solely by FirstLink from
time to time unless prohibited by applicable law or regulation. FirstLink
shall be solely responsible for invoicing, collections and bad debts related
to provision of Telecommunication Service to residents.

FirstLink shall at all times keep the rates charged Owner's tenants
competitive with like-kind companies offering similar services. Owner's
properties shall at no time be significantly disadvantaged to other buildings
offering similar services. FirstLink further guarantees to continuously
offer first class service, with prompt response to service calls, change in
service requests, and to maintain their equipment and installations in a
first class condition. FirstLink further guarantees to at all times compete
with like-kind companies with the latest technology and service packages. If
FirstLink fails to perform according to the foregoing, Owner may cancel this

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Agreement after thirty (30) day notice to cure. If FirstLink disagrees with
Owner's interpretation of the quality of FirstLink's service, both parties
hereby agree to arbitrate the dispute.

Both parties agree that neither the Owner nor the Owner's agent shall have
any liability regarding the number of residents electing to use
Telecommunications Services.

8. COMMISSIONS. Owner shall be entitled to Commissions according to
the following schedule:

Penetration Rate Commission Percent
- -------------------------------------------------------------------------------
<S> <C>
* *

</TABLE>

Commissions are paid on all gross revenues actually collected for
telecommunications services, including internet access services, calling
cards, paging services, and cellular services provided to each living unit
served by FirstLink hereunder. * penetration rate is the number of living
units subscribing to any of FirstLink's services divided by the total number
of living units in the Property at the start of the quarter for which
commissions are payable. All commission payments hereunder will be paid
quarterly in arrears within thirty days of each quarter end.

9. ADDITIONAL OBLIGATIONS OF FIRSTLINK. FirstLink shall:

(a) Make a customer service representative available to receive service
requests or inquiries from Owner or residents and insure that it responds to
service requests within four (4) hours of receipt. Routine maintenance
services shall be performed by FirstLink during its normal working hours. A
technician shall arrive at the Properties to commence maintenance services
promptly after request by a customer of such services, provided however,
where such requests are made on, or on a day preceding a Saturday, Sunday or
holiday, FirstLink's system technician shall arrive at the Properties to
commence maintenance services on the next normal working day. A technician
shall be dispatched within four (4) hours of receipt of an emergency service
request or notification of a service problem affecting more than one
resident.

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<PAGE>

(b) Provide Owner with marketing materials, sales support and sales
training to enable Owner and Owner's employees to market Telecommunications
Services in accordance with Section 10(b);

(d) Repair or replace any damage to the Properties resulting from
Installation, operation, or removal of the System or any other acts by
FirstLink to the satisfaction of the Owner and restore Properties to their
original condition;

(e) Comply with all applicable regulatory requirements relating to the
provision of the Telecommunication Services provided by FirstLink as may be
in effect from time to time;

(f) Maintain the System in good order, condition and repair; and

(g) Provide Owner with business Telephone Services at the Properties.
Owner will pay the installation costs for providing such business Telephone
Services and will provide, at its own cost, all necessary ancillary hardware
such as keysets and operator consoles for the dedicated use of the Owner;
such costs will be reasonable and reflect customary installation charges for
business telephone systems.

(h) Pay all taxes resulting from the ownership or operation of System
and service.

10. OBLIGATIONS OF OWNER. Owner shall:

(a) Make the System Site available on a rent-free basis to FirstLink
during the term of this Agreement. The construction and location of the
System Site shall be as Owner and FirstLink reasonably agree, subject to
technical and regulatory requirements as determined by FirstLink. FirstLink
shall have twenty-four hour, seven day a week access to the System Site, and
Owner 5 employees and agents shall not disturb the System. It is understood
that Owner currently has no emergency power generator at the Properties.
FirstLink's system at each System Site will include backup battery capacity
of 3.3 - 10.0 hours depending on resident load. If power is interrupted to
the System, a FirstLink technician will be automatically paged, allowing
sufficient time for a

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<PAGE>

portable generator to be delivered to the System Site to provide temporary
power until normal power is restored.

(b) Use reasonable efforts to encourage its staff, agents and
representatives to encourage and promote the use of the Telecommunications
Services to residents and prospective residents as part of the amenities
provided by Owner at the Properties. Owner consents to FirstLink's use of
incentives and incentive programs with management personnel, leasing staff
and other personnel at the Properties for the purpose of promoting the System
and Telecommunication Services provided through the System. Such incentives
will be paid directly by FirstLink to the recipients. Owner's staff will
present the telecommunications service agreement and related information to
prospective tenants with the objective of securing sales. It is envisioned
that this selling process will require a minimal amount of time on behalf of
Owner's staff. If Owner determines that FirstLink incentives or incentive
programs are causing Owner's personnel to spend excessive time promoting
FirstLink services, Owner may request FirstLink to modify or cease such
incentives or incentive programs, such request to be not unreasonably made.
Upon such reasonable request by Owner FirstLink will modify or cease such
incentives or incentive programs. if tenants have additional questions or
require additional information, their sales lead will be referred to
FirstLink staff who will be responsible for responding to customer inquiries
and securing any resulting sales. FirstLink will also be fully responsible
for the initial sales conversion process;

(c) Promptly provide to FirstLink requested specifications on the
Properties, such as wiring schematics and/or building diagrams, a current
list of residents, addresses and their telephone numbers and other specific
information regarding resident transactions, such as rentals, move-ins,
move-outs, transfers, intents to vacate, and the entering into or termination
of leases and other information necessary to market and operate the
System and provide the Telecommunications Services according to this
Agreement or to comply with governmental or Utility Commission rules as may
be determined by FirstLink . Telephone numbers of residents are to be kept
confidential by FirstLink and used for operational - not marketing - purposes
(such as determining whether a resident can retain a previous telephone
number).

(d) Cooperate with FirstLink in obtaining permits, consents, licenses
and any other requirements which may be necessary for FirstLink to install
and operate the System and furnish the Telecommunications Services; provided
that FirstLink shall pay all reasonable costs of the

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<PAGE>

Owner associated therewith except that Owner will pay installation costs as
described in Section 9(g);

(e) Provide reasonable access to the Properties to FirstLink and its
employees and agents to enable FirstLink to perform the activities
contemplated by or necessary under this Agreement including access for the
purpose of soliciting customers.

11. INSURANCE. FirstLink shall carry and maintain liability
insurance of $1,000,000 naming Owner and Owner's agent as additional
insured covering personal injury and property damage that may be caused to
person(s), the Properties or their contents, by the System or FirstLink's
employees or agents, including but not limited to the duties described in
paragraph 17. Owner and FirstLink each waive any right of recovery against
each other for any claims that may be brought for any loss that is covered
by insurance upon or relating to the Properties or the System to the extent
of the actual proceeds received by waiving party. Owner shall carry and
maintain general liability insurance related to the Properties.

12. TERMINATION OF THE AGREEMENT.

(a) This Agreement may be terminated by either party if there has been a
material breach of the terms of this Agreement by the other party and if within
forty-five (45) days after receiving notice of such breach from the party
seeking to terminate, such breach has not been cured.

(b) FirstLink may terminate this Agreement, or discontinue the
provision of any Telecommunications Services provided hereunder, if in the
sole discretion of FirstLink, it ceases to be feasible for legal, economic or
regulatory reasons to provide Telecommunications Services to the Properties;
provided that FirstLink provides forty-five (45) days written notice to Owner.

(c) Any termination of this Agreement shall be effective as of the
date of termination, but FirstLink shall continue to provide
Telecommunications Services until the earlier of (i) all FirstLink customers
at the Properties are provided Telephone Service from another source or (ii)
thirty (30) days from the date of such termination. The provisions of this
agreement necessary for such continued services shall remain effective.

(d) Upon termination of this Agreement for any reason, FirstLink, or
any designee of FirstLink, including without limitation, any party providing
financing to FirstLink, shall have the

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<PAGE>

right, after providing Owner with written notice of at least forty-five (45)
days, without further demand, to enter upon the Properties and to dismantle and
remove or render inoperative any and all equipment or other property comprising
the System so long as such right shall conform to Sections 9 (d) and 12 (c)
herein.

13. ASSIGNMENT OF THE AGREEMENT. This Agreement and the rights
hereunder may be assigned by FirstLink to any majority-owned subsidiary of
FirstLink or to an affiliate or party acquiring all or substantially all of
the assets of FirstLink upon prior written consent of Owner. Such consent
shall not be unreasonably withheld. Alternatively, the Agreement may be
assigned by FirstLink to any FirstLink subsidiary so long as FirstLink agrees
in writing that it shall remain liable for all obligations arising under this
Agreement. FirstLink may also assign this Agreement to any party providing
financing to FirstLink; provided that such assignment shall not relieve
FirstLink from its obligations hereunder. In connection with a sale or
disposition of the Properties, Owner shall request FirstLink's written
consent to assign this Agreement and shall require any subsequent owner of
the Properties to assume this Agreement and the rights and obligations
hereunder. Subject to the foregoing, this Agreement shall be binding upon and
shall inure to the benefit of the successors and assigns of the respective
parties to this Agreement.

14. OWNER WARRANTIES: INFORMATION. Owner warrants that (i) it has full
power and authority to grant to FirstLink the exclusive rights set forth in
this Agreement, (ii) that no party holds any rights or interests with respect
to the Properties that conflict with any rights or interests that Owner
grants to FirstLink under this Agreement; (iii) that the Properties is not
presently part of bankruptcy proceeding, foreclosure action, or deed in lieu
of foreclosure transaction; (iv) Owner is not in default of any mortgages or
other encumbrances on the Properties; and (v) no purchase contracts presently
exist as to the Properties.

15. FIRSTLINK WARRANTY. FirstLink warrants that it will comply with
all laws and licensing requirements concerning the installation and operation
of the System. Except as expressly stated in this Agreement, FirstLink makes
no representations or warranties regarding the System, express or implied,
including, but not limited to, any implied warranty of merchantability or
fitness for a particular purpose.

16. INDEPENDENT CONTRACTOR. FirstLink shall be and is an independent
contractor and Owner shall not control or direct the details and means by
which FirstLink performs its duties

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<PAGE>

under this Agreement. This Agreement shall not create the relationship of
employer and employee, a partnership or a joint venture.

17. EMERGENCY CALLS. FirstLink will use its commercially reasonable best
efforts to pass all "911" emergency calls through the System to authorities and
to assure identity of each dwelling unit placing such call but makes no warranty
or guaranty of any nature as to the promptness or adequacy of any response to
any such emergency call. FirstLink assumes no responsibility whatsoever for any
actions with respect to emergency calls other than to use its reasonable best
efforts to pass such traffic to authorities through the System. In the event
that the System has been adversely affected by any situation described in
Section 21, FirstLink shall have no liability whatsoever for failure to pass on
emergency telephone traffic.

18. INDEMNIFICATION. Subject to the provisions set forth in Section 19
below, (i) FirstLink and Owner hereby agree to indemnify, defend and hold
each other (and each other's officers, directors, owners, employees, and
agents) harmless from and against all claims, losses and liabilities in any
way relating to, growing out of, or resulting from a material breach of each
of their respective obligations to the other under this Agreement ; and (ii)
Owner will indemnify FirstLink for damages to the System as provided in
Section 3 herein.

In addition, FirstLink agrees to indemnify, defend and hold harmless Owner
and Owners partners, employees, agents and successors from and against all
damages, losses, liabilities, costs, and expenses (including reasonable
attorneys' fees) resulting from claims made or causes of action asserted by
third parties (including, without limitation, residents of the Properties)
arising out of or relating to (i) the performance by FirstLink (or its employees
or agents) of its obligations under this Agreement, (ii) the provision of
Telecommunications Services or (iii) compliance of FirstLink and/or the System
with applicable laws and regulations, except to the extent such matters are
attributable to the gross negligence or willful misconduct of Owner.

19. LIMITATION OF REMEDIES. Notwithstanding any other provision of this
agreement but without limiting the mutual indemnification in Section 18,
neither FirstLink nor Owner shall be liable to any third party for any
incidental or consequential damages, including but not limited to lost
profits, of any nature whatsoever or for the condition or repair of any
telephone instrument or any property to which the System is attached.

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<PAGE>

20. ARBITRATION OF DISPUTES. Any controversy, dispute, or claim of
whatever nature arising out of, in connection with or in relation to the
interpretation, performance or breach of this Agreement, including any claim
based on contract, tort or statute, shall be resolved at the request of any
party to this Agreement, by final and binding arbitration before a single
arbitrator conducted at a location determined by the arbitrator in Portland,
Oregon, ( or jurisdiction where property is located, at Owner's election)
administered by and in accordance with the then existing rules of practice
and procedure established by the Arbitration Chapter of the Uniform Trial
Court Rules as then in effect in the State of Oregon, (or jurisdiction where
property is located, at Owner's election) and judgment upon any award
rendered by the arbitrator may be entered by any state or federal court
having jurisdiction thereof. If the parties cannot mutually agree on an
arbitrator, either party may petition the Presiding Judge of the Multnomah
County Circuit Court (or jurisdiction where property is located, at Owner's
election) to appoint an arbitrator. The arbitrator shall award attorney's
fees and costs of the arbitration procedure to the prevailing party. Both
parties acknowledge that they are giving up their right to have any such
claim decided in a court of law before a judge or jury, and hereby waive all
rights to appeal.

22. MISCELLANEOUS.

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<PAGE>

(c) GOVERNING LAW. The rights and obligations of the parties and all
interpretations and performances of this Agreement shall be governed in all
respects by the laws of the State of Oregon.

(d) NOTICES. Any notice to be given by either party to the other shall
be in writing and either personally delivered or sent by certified mail,
return receipt requested, to the addresses of the Owner and FirstLink
provided below. Notices shall be deemed given when received or refused. Each
party may change its address for notice to it by notice in accordance with
the Foregoing provisions.

FIRSTLINK: OWNER:

FirstLink Communications, Inc. Harsch Investment Corp.

255 SW Harrison, Suite 1A 1121 SW Salmon Street

Portland, Oregon 97201 Portland, Oregon 97205

Facsimile: 503-306-4333 Facsimile: 503-274-2093

Telephone: 503-306-4444 Telephone: 503-242-2900

Attn: A. Roger Pease, CEO Attn: Susan S. Bowlsby

(f) ATTORNEYS' FEES AND COSTS. If arbitration or other proceedings
are brought to enforce or interpret this Agreement, the substantially
prevailing party shall be entitled to recover reasonable attorneys' fees and
other costs incurred in such action, arbitration or proceeding from the other
party, in addition to any other relief to which such party may be entitled.

(g) AUTHORITY. Each individual signing this Agreement on behalf of a
corporation or partnership represents that he or she has the necessary authority
to execute this Agreement on behalf of such entity and that, in the case of a
corporation, all necessary corporate action has been taken approving the
execution of this Agreement.

Page 11
<PAGE>

Any person or entity executing this Agreement as "Owner" hereby represents
and warrants to FirstLink that it is fully authorized by Owner to execute this
Agreement and to bind Owner to the terms and obligations set forth in this
Agreement and the Owner is fully aware of the existence and contents of this
Agreement. Owner and any person or entity executing this Agreement on Owner's
behalf acknowledges that Owner shall be estopped from claiming that this
Agreement was executed by a person or entity lacking actual authority to bind
Owner.

(h) FURTHER ASSURANCES. Upon the reasonable request of either party,
the other party shall promptly and, at its own expense, execute and deliver
any additional documents or take such actions, as may be reasonably necessary
(subject to any other agreement binding on either party) for the purpose of
evidencing or perfecting any rights or interest of either party arising under
this Agreement or arising under documents executed in accordance with this
Agreement.

This Agreement has been signed and delivered as of the above date.

FIRSTLINK: OWNER:
By: /s/ A. Roger Pease By: /s/ [ILLEGIBLE]
-------------------------- --------------------------
Title: CEO Title: VP
-------------------------- --------------------------

Page 12

<PAGE>

Exhibit No. 10.20.1 Telecommunications Services Agreement between Registrant
and Harsch Development Corp. (Syl-Mar Estates).

ADDENDUM A

Certain information in this exhibit has been omitted pursuant to Rule 406
of the Securities Act. Omitted information is designated by "*".

<PAGE>

FIRSTLINK COMMUNICATIONS, INC.

AND

HARSCH INVESTMENT CORP.

SYL-MAR ESTATES TELECOMMUNICATIONS SERVICES AGREEMENT

This agreement ("Agreement") is entered into as of September 25, 1997,
by and between FirstLink Communications, Inc., an Oregon corporation
("FirstLink"), and Harsch Investment Corp., an Oregon corporation ("Owner").

1. PROPERTIES. Owner owns the multi-family residential complex
commonly known as Syl-Mar Estates located at 3838 West Camelback Road,
Phoenix, Arizona which consists of 267 units ( "the Property").

2. GRANT OF RIGHTS.

(a) Owner grants FirstLink the sole and exclusive right, except as
provided in the last sentence of clause (b) below, to install, own, operate,
replace and maintain the System on, off and through the Properties and the
sole and exclusive ri9ht to provide Telecommunication Services to residents
of the Properties. "System" shall mean all electronic devices, cable, wire,
hardware, software and other material used to transmit and receive two-way
voice and data communications, telephone service ("Telephone Service"),
multi-channel TV, video on demand, audio on demand, voice mail, data services
and other means of two-way communication distribution, whether now existing
or hereafter developed (collectively "Telecommunication Services") as between
the Properties and the local and/or long distance telephone networks or other
outside distributor of these and other services.

It is anticipated that Telephone Services will include local and long
distance calling, multi-channel television, voice mail and calling features
such as conference calling, call waiting and call forwarding. Additional
services will be added from time to time, as available and as warranted by
tenant demand. Such additional Telecommunication Services may include:
video conferencing, on-line computer services, electronic mail, wireless
services (such as cellular telephone) and other types of services. There can
be no assurance that any or all of the above additional services will be made
available. Their availability is dependent upon many variables

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<PAGE>

and factors beyond FirstLink's control. Such factors include, but are not
limited to, technical feasibility, economic, regulatory and market
considerations.

(b) In consideration of the substantial investment made by FirstLink in
the System, Owner agrees that it will not grant access to the Properties to
any person or entity, other than FirstLink, for the purpose of operating or
maintaining the System, or permit the installation, maintenance or operation
at the Properties of any other equipment, wire, cable or material by any
person or entity that similarly provides Telecommunication Services. So long
as it is a requirement of law that a local telephone company also serve the
Properties, this exclusivity provision shall not deny such local telephone
company the right to serve residents of the Properties.

3. SYSTEM EXPENSES. Other than as set forth herein, FirstLink shall
bear all expenses to install, operate, maintain and repair the System
including wiring within each apartment. Owner shall, at Owner's expense and
cost, provide electrical power to the System (except emergency power
generator costs) and shall pay for any damage to the System caused by the
negligence or misconduct of Owner or Owner1s agent(s) or employees. For the
purposes of this Agreement, "System Site" shall mean an adequate and secure
space at each of the Properties to house FirstLink's System equipment, which
shall consist of a rent-free, locked room meeting FirstLink's specifications.
FirstLink will pay for constructing such a room if one does not exist. Owner
hereby grants FirstLink and its authorized personnel access to the Properties
for any reasonable purposes related to this Agreement including the
installation of cabling or microwave equipment to interconnect buildings and
to connect to other telecommunication systems and grants specific rights to
FirstLink to use both existing coaxial and twisted pair cabling in the
Properties. FirstLink agrees to notify the Facility Manager when either
FirstLink or its authorized personnel are on-site.

4. TERM. The term of this Agreement shall be * years from the date
hereof. The original term may be renewed for up to * additional periods of *
years each at the same terms and conditions upon written notice of at least
180 days prior to the end of the original term or any renewal term. Owner has
the right to cancel this Agreement within 90 days of receipt of FirstLink's
renewal notice to be effective on the anniversary date.

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<PAGE>

connected to US West. Telecommunication Services to the Properties shall
commence no later than 180 days from commencement of installation. FirstLink
shall give Owner at least ten (10) days notice prior to the commencement of
installation. FirstLink may subcontract activities related to the
installation of the System, but shall be responsible for any and all acts
and/or omissions by any subcontractor.

6. OWNERSHIP AND CHARACTER OF THE SYSTEM. Except as otherwise stated
herein which includes pre-existing coaxial and twisted pair cabling, the
System, including any alterations and attachments, shall at all times remain
the sole property of FirstLink. It is the intention of the parties that the
System, and every component of the System, shall retain its character as
personal property following the installation of the System on the Properties,
and shall not be deemed to be a fixture constituting a part of the
Properties. No part of the System shall be or become subject to any mortgage,
deed of trust or lien upon the Properties.

7. SERVICE TO TENANTS. FirstLink shall provide Telephone Service and
other Telecommunication Services offered through the System to each resident
requesting them. FirstLink's obligation to provide or continue
Telecommunication Services shall be contingent on the resident paying service
charges and meeting other reasonable requirements as are established by
FirstLink from time to time. Residents electing to receive Telecommunication
Services offered by FirstLink shall do so through the execution and delivery
to Owner or FirstLink of a Tenant Services Agreement in the form provided,
from time to time, from FirstLink to Owner. Owner shall promptly provide
such executed documents to FirstLink. Residents requesting Telecommunication
Services shall be charged and billed individually for connection to the
System and for service at standard rates established solely by FirstLink from
time to time unless prohibited by applicable law or regulation. FirstLink
shall be solely responsible for invoicing, collections and bad debts related
to provision of Telecommunication Service to residents.

FirstLink shall at all times keep the rates charged Owner's tenants
competitive with like-kind companies offering similar services. Owner's
properties shall at no time be significantly disadvantaged to other buildings
offering similar services. FirstLink further guarantees to continuously
offer first class service, with prompt response to service calls, change in
service requests, and to maintain their equipment and installations in a
first class condition. FirstLink further guarantees to at all times compete
with like-kind companies with the latest technology and service packages. If
FirstLink fails to perform according to the foregoing, Owner may cancel this

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<PAGE>

Agreement after thirty (30) day notice to cure. If FirstLink disagrees with
Owner's interpretation of the quality of FirstLink's service, both parties
hereby agree to arbitrate the dispute.

Both parties agree that neither the Owner nor the Owner's agent shall
have any liability regarding the number of residents electing to use
Telecommunications Services.

8. COMMISSIONS. Owner shall be entitled to Commissions according to
the following schedule:

<TABLE>
<CAPTION>
Penetration Rate Commission Percent
- --------------------------------------------------------------------------------
<S> <C>
* *

</TABLE>

Commissions are paid on all gross revenues actually collected for
telecommunications services, including internet access services, calling
cards, paging services, and cellular services provided to each living unit
served by FirstLink hereunder. * penetration rate is the number of living
units subscribing to any of FirstLink's services divided by the total number
of living units in the Property at the start of the quarter for which
commissions are payable. All commission payments hereunder will be paid
quarterly in arrears within thirty days of each quarter end.

9. ADDITIONAL OBLIGATIONS OF FIRSTLINK. FirstLink shall:

(a) Make a customer service representative available to receive service
requests or inquiries from Owner or residents and insure that it responds to
service requests within four (4) hours of receipt. Routine maintenance
services shall be performed by FirstLink during its normal working hours. A
technician shall arrive at the Properties to commence maintenance services
promptly after request by a customer of such services, provided however,
where such requests are made on, or on a day preceding a Saturday, Sunday or
holiday, FirstLink's system technician shall arrive at the Properties to
commence maintenance services on the next normal working day. A technician
shall be dispatched within four (4) hours of receipt of an emergency service
request or notification of a service problem affecting more than one resident.

Page 4

<PAGE>

(b) Provide Owner with marketing materials, sales support and sales
training to enable Owner and Owner's employees to market Telecommunications
Services in accordance with Section 10(b);

(d) Repair or replace any damage to the Properties resulting from
Installation, operation, or removal of the System or any other acts by
FirstLink to the satisfaction of the Owner and restore Properties to their
original condition;

(e) Comply with all applicable regulatory requirements relating to the
provision of the Telecommunication Services provided by FirstLink as may be
in effect from time to time;

(f) Maintain the System in good order, condition and repair; and

(g) Provide Owner with business Telephone Services at the Properties.
Owner will pay the installation costs for providing such business Telephone
Services and will provide, at its own cost, all necessary ancillary hardware
such as keysets and operator consoles for the dedicated use of the Owner;
such costs will be reasonable and reflect customary installation charges for
business telephone systems.

(h) Pay all taxes resulting from the ownership or operation of System
and service.

10. OBLIGATIONS OF OWNER. Owner shall:

(a) Make the System Site available on a rent-free basis to FirstLink
during the term of this Agreement. The construction and location of the
System Site shall be as Owner and FirstLink reasonably agree, subject to
technical and regulatory requirements as determined by FirstLink. FirstLink
shall have twenty-four hour, seven day a week access to the System Site, and
Owner's employees and agents shall not disturb the System. It is understood
that Owner currently has no emergency power generator at the Properties.
FirstLink's system at each System Site will include backup battery capacity
of 3.3 - 10.0 hours depending on resident load. If power is interrupted to
the System, a FirstLink technician will be automatically paged, allowing
sufficient time for a

Page 5

<PAGE>

portable generator to be delivered to the System Site to provide temporary
power until normal power is restored.

(b) Use reasonable efforts to encourage its staff, agents and
representatives to encourage and promote the use of the Telecommunications
Services to residents and prospective residents as part of the amenities
provided by Owner at the Properties. Owner consents to FirstLink's use of
incentives and incentive programs with management personnel, leasing staff
and other personnel at the Properties for the purpose of promoting the System
and Telecommunication Services provided through the System. Such incentives
will be paid directly by FirstLink to the recipients. Owner's staff will
present the telecommunications service agreement and related information to
prospective tenants with the objective of securing sales. It is envisioned
that this selling process will require a minimal amount of time on behalf of
Owner's staff. If Owner determines that FirstLink incentives or incentive
programs are causing Owner's personnel to spend excessive time promoting
FirstLink services, Owner may request FirstLink to modify or cease such
incentives or incentive programs, such request to be not unreasonably made.
Upon such reasonable request by Owner FirstLink will modify or cease such
incentives or incentive programs. If tenants have additional questions or
require additional information, their sales lead will be referred to
FirstLink staff who will be responsible for responding to customer inquiries
and securing any resulting sales. FirstLink will also be fully responsible
for the initial sales conversion process;

(c) Promptly provide to FirstLink requested specifications on the
Properties, such as wiring schematics and/or building diagrams, a current
list of residents, addresses and their telephone numbers and other specific
information regarding resident transactions, such as rentals, move-ins,
move-outs, transfers, intents to vacate, and the entering into or termination
of leases and other information necessary to market and operate the
System and provide the Telecommunications Services according to this
Agreement or to comply with governmental or Utility Commission rules as may
be determined by FirstLink . Telephone numbers of residents are to be kept
confidential by FirstLink and used for operational -- not marketing -- purposes
(such as determining whether a resident can retain a previous telephone
number).

(d) Cooperate with FirstLink in obtaining permits, consents, licenses
and any other requirements which may be necessary for FirstLink to install
and operate the System and furnish the Telecommunications Services; provided
that FirstLink shall pay all reasonable costs of the

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<PAGE>

Owner associated therewith except that Owner will pay installation costs
as described in Section 9(g);

(e) Provide reasonable access to the Properties to FirstLink and its
employees and agents to enable FirstLink to perform the activities
contemplated by or necessary under this Agreement including access for the
purpose of soliciting customers.

11. INSURANCE. FirstLink shall carry and maintain liability insurance
of $1,000,000 naming Owner and Owner's agent as additional insured covering
personal injury and property damage that may be caused to person(s), the
Properties or their contents, by the System or FirstLink's employees or
agents, including but not limited to the duties described in paragraph 17.
Owner and FirstLink each waive any right of recovery against each other for
any claims that may be brought for any loss that is covered by insurance upon
or relating to the Properties or the System to the extent of the actual
proceeds received by waiving party. Owner shall carry and maintain general
liability insurance related to the Properties.

12. TERMINATION OF THE AGREEMENT.

(b) FirstLink may terminate this Agreement, or discontinue the
provision of any Telecommunications Services provided hereunder, if in the
sole discretion of FirstLink, it ceases to be feasible for legal, economic or
regulatory reasons to provide Telecommunications Services to the Properties;
provided that FirstLink provides forty-five (45) days written notice to Owner.

(c) Any termination of this Agreement shall be effective as of the date
of termination, but FirstLink shall continue to provide Telecommunications
Services until the earlier of (i) all FirstLink customers at the Properties
are provided Telephone Service from another source or (ii) thirty (30) days
from the date of such termination. The provisions of this agreement
necessary for such continued services shall remain effective.

(d) Upon termination of this Agreement for any reason, FirstLink, or
any designee of FirstLink, including without limitation, any party providing
financing to FirstLink, shall have the

Page 7

<PAGE>

13. ASSIGNMENT OF THE AGREEMENT. This Agreement and the rights
hereunder may be assigned by FirstLink to any majority-owned subsidiary of
FirstLink or to an affiliate or party acquiring all or substantially all of
the assets of FirstLink upon prior written consent of Owner. Such consent
shall not be unreasonably withheld. Alternatively, the Agreement may be
assigned by FirstLink to any FirstLink subsidiary so long as FirstLink agrees
in writing that it shall remain liable for all obligations arising under this
Agreement. FirstLink may also assign this Agreement to any party providing
financing to FirstLink; provided that such assignment shall not relieve
FirstLink from its obligations hereunder. In connection with a sale or
disposition of the Properties, Owner shall request FirstLink's written
consent to assign this Agreement and shall require any subsequent owner of
the Properties to assume this Agreement and the rights and obligations
hereunder. Subject to the foregoing, this Agreement shall be binding upon and
shall inure to the benefit of the successors and assigns of the respective
parties to this Agreement.

14. OWNER WARRANTIES: INFORMATION. Owner warrants that (i) it has full
power and authority to grant to FirstLink the exclusive rights set forth in
this Agreement, (ii) that no party holds any rights or interests with respect
to the Properties that conflict with any rights or interests that Owner
grants to FirstLink under this Agreement; (iii) that the Properties is not
presently part of bankruptcy proceeding, foreclosure action, or deed in lieu
of foreclosure transaction; (iv) Owner is not in default of any mortgages or
other encumbrances on the Properties; and (v) no purchase contracts presently
exist as to the Properties.

15. FIRSTLINK WARRANTY. FirstLink warrants that it will comply with all
laws and licensing requirements concerning the installation and operation of
the System. Except as expressly stated in this Agreement, FirstLink makes no
representations or warranties regarding the System, express or implied,
including, but not limited to, any implied warranty of merchantability or
fitness for a particular purpose.

16. INDEPENDENT CONTRACTOR. FirstLink shall be and is an independent
contractor and Owner shall not control or direct the details and means by
which FirstLink performs its duties

Page 8

<PAGE>

(c) GOVERNING LAW. The rights and obligations of the parties and all
interpretations and performances of this Agreement shall be governed in all
respects by the laws of the State of Oregon.

(d) NOTICES. Any notice to be given by either party to the other shall
be in writing and either personally delivered or sent by certified mail,
return receipt requested, to the addresses of the Owner and FirstLink
provided below. Notices shall be deemed given when received or refused. Each
party may change its address for notice to it by notice in accordance with
the foregoing provisions.

FIRSTLINK: OWNER:
<S> <C>

FirstLink Communications, Inc. Harsch Investment Corp.
255 SW Harrison, Suite lA 1121 SW Salmon Street
Portland, Oregon 97201 Portland, Oregon 97205
Facsimile: 503-306-4333 Facsimile: 503-274-2093
Telephone: 503-306-4444 Telephone: 503-242-2900
Attn: A. Roger Pease, CEO Attn: Susan S. Bowlsby

</TABLE>

Page 11
<PAGE>

Any person or entity executing this Agreement as "Owner" hereby
represents and warrants to FirstLink that it is fully authorized by Owner to
execute this A9reement and to bind Owner to the terms and obligations set
forth in this Agreement and the Owner is fully aware of the existence and
contents of this Agreement. Owner and any person or entity executing this
Agreement on Owner's behalf acknowledges that Owner shall be estopped from
claiming that this Agreement was executed by a person or entity lacking
actual authority to bind Owner.

(h) FURTHER ASSURANCES. Upon the reasonable request of either party,
the other party shall promptly and, at its own expense, execute and deliver
any additional documents or take such actions, as may be reasonably necessary
(subject to any other agreement binding on either party) for the purpose of
evidencing or perfecting any rights or interest of either party arising under
this Agreement or arising under documents executed in accordance with this
Agreement.

This Agreement has been signed and delivered as of the above date.

FIRSTLINK: OWNER:

By: /s/ A. ROGER PEASE By: /s/ [Illegible]
---------------------------------- ------------------------------

Title: CEO Title:
-------------------------------- ----------------------------

<PAGE>

FIRSTLINK

December 11, 1997

Hugh D. Clark
Harsch Investment Corp.
1121 SW Salmon
Portland, Oregon 97205

Dear Hugh:

Enclosed are the executed Telecommunications Services Agreements for
Park Plaza, Clay Tower, The Nettleton, Sherman Tower, Regency Tower and
Syl-Mar Estates.

To clarify our final agreement regarding Section a, Commissions, the
third sentence in Section 8 (originally "For telephone and cable. for which
commissions are payable") is hereby modified to read 'Commissions on
telephone revenues and cable television revenues are calculated separately,
with the penetration rate for telephone calculated as the number of living
units subscribing to telephone services divided by the total number of living
units in the Property at the start of the quarter for which commissions are
payable The penetration rate for cable is calculated as the number of living
units subscribing to cable services divided by the total number of living
units in the Property at the start of the quarter for which commissions are
payable."

Hugh, if this conforms to your understanding please sign the enclosed
copy of this letter and return to me for our files.

Sincerely,

/s/ A. ROGER PEASE
- --------------------------------------
A. Roger Pease
Chief Executive Officer

Acceptance by Owner

By: /s/ HUGH D. CLARK
-----------------------------------
Title: Vice President
--------------------------------

FIRSTLINK COMMUNICATIONS, INC.
190 S.W. HARRISON ST.
PORTLAND, OR 97201-5312
FAX 503-306-4333
503-306-4444

Page 13

<PAGE>
TCI Cablevision
MOUNTAIN DIVISION

CABLE SIGNAL DELIVERY AGREEMENT

SHARED TENANT SERVICES

THIS AGREEMENT ("Agreement") is made and entered into this 1ST day of SEPTEMBER,
1996 by and between TCI Cablevision of Oregon, Inc, hereafter referred to as
"Company" and FirstLink hereafter referred to as the "Operator"

WITNESSETH:

WHEREAS, Company owns and operates a cable television system in the City of
Portland, county of Multnomah, state of Oregon, and receives at its "Headend"
certain off-air television broadcast signals and satellite cable signals all of
which are more fully described in EXHIBIT A attached hereto and which may
include any other set of signals that Company may, from time to time, offer to
the subscribers in the local franchise area (the "Signals"); and

WHEREAS, Operator owns and operates shared tenant services Systems in
certain private property multiple-family systems in Portland, state of Oregon
(the "Systems") and desires to obtain from Company the Signals for distribution
on the System; and

WHEREAS, Operator understands that it has sole responsibility for securing
and retransmitting the Signals in compliance with applicable laws, rules and
regulations and is responsible for obtaining any other approvals necessary to
lawfully retransmit the Signals on the Systems.

NOW, THEREFORE, in consideration of the following agreements, covenants,
promises and other good and valuable consideration , the parties hereto, hereby
agree as follows;

1. SIGNAL DELIVERY
The multiple family residential properties, as more fully set out in
EXHIBIT C, which Exhibit may from time to time be amended (the
"Properties"), within the geographical boundaries of the Company's
franchised area, lists the Systems for which the Company will deliver the
Signals.

3-96 1 t/f/g

<PAGE>

TCI Cablevision
MOUNTAIN DIVISION

2. SIGNAL RECEPTION
Operator shall, at its sole cost and expense, connect the Systems to the
demarcation point or other mutually agreeable location on the multiple
dwelling unit premises (the "Demarcation Point"), See Exhibit "C", for the
purpose of receiving Company's signal. Company agrees that all equipment
for transporting the Signals to the Demarcation Point and all Signals so
transported shall be of a high quality, shall comply with the standards for
cable television equipment prescribed by the Federal Communications
Commission of the United States (the "FCC") and shall be constructed and
maintained at all times in a manner which will not cause interference with
other frequency usage in and around the surrounding area. Operator agrees
that the connection to the Company's equipment at the Demarcation Point and
all other feeder and drop cable comprising the System shall be maintained
to provide a high quality signal and comply with the standards for cable
television equipment prescribed by the FCC and shall be maintained at all
times in a manner which will not cause interference with other frequency
usage in and around the surrounding area.

3. SIGNAL DISTRIBUTION
Operator agrees that distribution of the Signals over the Systems shall be
provided only to Operator's subscribers located on the Properties and shall
not be used for any other purpose. Operator further agrees that certain
Signals over the Systems must be "blacked out pursuant to Company's
obligation to follow syndication regulations or other contractual, legal or
regulatory obligations (see EXHIBIT A).

4. MANDATORY APPROVALS
Prior to delivering the Signals to subscribers Operator for distribution on
the Properties, the Company must, at a minimum, obtain written agreements
from the respective owner(s) of the Properties (the "Right of Entry
Agreement"), granting Operator the right to construct, install, operate,
maintain, repair, and remove cable, wiring and other related equipment on
such properties.

5. PROGRAMMING CONTENT OF THE SIGNALS
Company shall in no way be held responsible for, nor liable to, Operator's
subscribers or any other person with respect to the content and material of
the Signals supplied by Company to the Systems otherwise in compliance with
this Agreement. Signals supplied by Company are subject to change Company
reserves the right, after 30 days written notice to Operator to modify, add
to and/or delete any of the Signals or combinations thereof, so long as and
only to the extent that such modifications and/or deletions are consistent
with changes made generally to the Signals in the Company's corresponding
franchise area; provided, however, that the monthly fee payable to the
Company shall be proportionately reduced if the total number of the
channels or signals decrease from that set forth in EXHIBIT A. The Signals
supplied by the Company pursuant to this Agreement are subject to the
Company's and/or its affiliate's agreements with applicable programmers
and/or program suppliers. The Company agrees to provide at all times during
the term hereof all of the signals provided by the Company in the franchise
area in which each Property is located, however, so long as Operator or the
property owner maintains adequate monitoring of on demand or pay-per-view
signal.

2
<PAGE>

TCI Cablevision
MOUNTAIN DIVISION

6. PAYMENT FOR BASIC SIGNAL DELIVERY

(a) Operator agrees to pay to Company monthly, during the term of this
Agreement the rate per EXHIBIT B, for broadcast and satellite basic and
expanded cable Signals multiplied by the number of subscribers at the
Properties, prorated for any partial month.

(b) All payments due Company shall be due on or before the 30th day of
each month after inception of basic and expanded cable Signals by Company
to such Properties. The initial rates described herein are guaranteed not
to increase for twelve (12) months from the inception of broadcast and
satellite basic and expanded cable Signals by Company to such Properties.

(c) Paragraph (a) above not withstanding but subject to paragraph (b)'s
requirements that the initial rates shall not increase for twelve (12)
months, should C6mpany be required to change its rates, pursuant to rules,
regulations, or guidelines issued by the FCC, Operator agrees that it will
cooperate in amending this Agreement to such extent as required for Company
to remain in compliance with such rules, regulations, or guidelines.

(d) Commencing on the 13th month after inception of broadcast and
satellite basic Signals and annually thereafter, during the term of this
Agreement, the rates may be increased by Company by the same percentage
base as the monthly charge for cable television service is increased
generally to other customer in Company's local franchise area, not to
exceed five percent (5%). The Company's' delay or failure to implement a
rate increase in any year is not a waiver of the right to implement an
increase or an aggregate increase subsequently.

7. PAYMENT FOR PREMIUM SIGNALS
Operator agrees to pay to Company monthly, during the term of this
Agreement the individual rate applicable to each premium signal set forth
in EXHIBIT A for each subscriber of such service(s), and further agrees to
report to Company, no later than the 30th day after the end of each month
during the term hereof, the total number of premium signal subscribers per
each respective service per Property (see EXHIBIT D). The initial premium
rates described herein are guaranteed not to increase for twelve (12)
months from the inception of broadcast and satellite of premium signals by
Company to each Property. Ml payments and rate increases for premium signal
shall be subject to the rate increase limitations described in Section six
above.

8. WIRE MAINTENANCE
Operator will provide the initial response to requests for repair and to
trouble reports made by residents in each Property. If Operator determines
that the source of the service problem is not on the Operators side of the
mutually agreed upon demarcation point, See Exhibit "C", then Operator will
refer the service call to the Company. The Company will respond to the
request for service from the Operator within the time provided by federal
regulation, or by local franchise or regulation if the local franchise area
has a service call response standard that applies to Operator.

3
<PAGE>

TCI Cablevision
MOUNTAIN DIVISION

If Company determines that Operator is not maintaining facilities or
responding to residents' requests for service or repair in a reasonably
satisfactory manner, Company may respond to requests for repair and to
trouble reports. In that event, Operator will pay Company's then-prevailing
rate for such services.

9. CUSTOMER INFORMATION
Company will provide channel cards and other similar customer literature in
sufficient quantities to allow Operator to distribute such information to
residents of the Properties. Operator agrees to distribute promptly such
information as may apply to Services provided to the Properties.

10. CONVERTERS
Company will provide converters to Operator for distribution to residents
on the Properties. Operator acknowledges and understands the signal
security issues inherent in the possession and distribution of Company's
converters and agrees to:

(a) pay a reasonable deposit for each converter it distributes or has in
its possession;

(b) maintain accurate records of residents' names, addresses and the serial
number of the converter issued to them;

(c) to use its best efforts to recover converters from residents who no
longer are receiving Services, said efforts to include but not be limited
to providing information to Operator to allow Operator to pursue recovery
of the converter; and

(d) after Services are established initially in each Property to maintain
in its possession for distribution no more than three converters per
Property, any surplus converters to be returned to Operator expeditiously.

11. TERM
This Agreement shall remain in effect for an initial term of sixty (60)
months from September 1, 1996 and shall be automatically renewed for
subsequent successive twelve month terms unless terminated by either party
by written notice given to the other party at the address shown herein (or
such other address as is subsequently provided by writing to the notifying
party by the other party) by certified or registered mail at least ninety
(90) days prior to the expiration of the then existing term.

12. CREDITS FOR NON-DELIVERY
In the event that the Signals to the Demarcation Point are interrupted or
significantly impaired for 24-consecutive hours (the "Interrupted Period")
Company shall provide Operator credit equal to 1/30th of the total monthly
service fee due from Operator for each such Interruption Period, applicable
to the Property or Properties which suffered such an interruption or
significant impairment of the Signals.

4
<PAGE>

TCI Cablevision
MOUNTAIN DIVISION

13. REPRESENTATIONS AND WARRANTIES
Operator represents and warrants that it is a Corporation in good standing
and validly existing under the laws of the State of * , that it owns,
operates, and controls the Systems on the Properties and that it holds and
maintains all necessary governmental permits required to own and operate
the System. Company represents and warrants to Operator that it is an
Oregon corporation in good standing and validly existing under the laws of
the State of Oregon, that it owns, operates, and controls the Headend and
that it holds and maintains all necessary governmental permits and
contractual rights required to own and operate the Headend and to receive
and transmit the Signal to the Demarcation Point. Each party represents
that the person signing below on its behalf has full power and authority to
enter into this Agreement.

14. INDEMNIFICATION

(a) Operator agrees to indemnify, defend and hold harmless Company, its
officers, employees, subsidiaries and affiliates from and against any and
all claims, demands, suits, and judgments for any and all damages, losses,
and expenses (including attorney's fees) representation, warranty, or
agreement made by Operator herein and/or (ii) retransmission of the Signals
to Operator's subscribers, unless caused by or arising out of a breach by
Company of this Agreement.

(b) Without limiting the foregoing, Operator agrees that it shall
indemnify, defend and hold harmless Company from and against any liability
arising out of any failure by Operator to maintain the Systems in
accordance with FCC signal leakage standards.

(c) Company agrees to indemnify, defend, and hold harmless Operator, its
subsidiaries and affiliates, and their respective officers, directors, and
employees from and against any and all claims, demands, suits and judgments
for any and all damages losses, and expenses (including attorney's fees)
arising from or relating to a breach of any representation, warranty, or
agreement made by Company herein, without limiting and foregoing Company
agrees to indemnify, defend or hold harmless Operator from or against any
liability arising out of any failure by Company to operate and maintain the
Headend and the transmission of the Signals in accordance with FCC
Regulations or requirements and/or to obtain the mandatory approvals
required in section four hereof

(d) In the event Company, in its sole discretion, determines that it is
subject to additional copyright and/or performance rights liability as a
result of this Agreement, Operator shall deliver to Company within ten (10)
days after receipt of a detailed statement from Company setting forth such
additional copyright liability and/or music performances rights liability,
the amounts reflected therein.

5
<PAGE>

TCI Cablevision
MOUNTAIN DIVISION

15. SECURITY CHANNEL INDEMNIFICATION

If applicable, Operator agrees to indemnify, defend, and hold harmless
Company, its subsidiaries and affiliates, and their respective officers,
directors and employees from and against any and all claims, demands, suits
and judgments for any and all damages, losses, liabilities and expenses
(including attorney's fees) arising from or relating to the installation,
training and subsequent use of a security camera system and security
channel(s) by Operator expressly for Operator's subscribers located on the
Properties.

Company shall in no way be held responsible for, nor liable to, Operator,
Operator's subscribers or any other person with respect to the operation or
failure of any security channel(s), cameras, related equipment or devices
that may be installed by Company, Operator or third parties and operated on
the System.

Such indemnification of Company by Operator shall, without limitation,
extend to:
prohibition by Company's cable programmers against programming deletion or
interruption; interruption of the Emergency Alert System channel or
channels as required by the Federal Communications Commission; and to
claims by third parties.

Operator must, at the direction of Company, reposition security channels or
channels and, suspend or discontinue provision of security channel(s) if,
in the sole opinion of Company, such continued provision affects Company's
Signal delivery, or in any way affects Company's compliance with any
applicable federal law or regulation.

In the event a security channel is used on the System for the benefit of
Operator's subscribers, Operator shall obtain and maintain in full force
and effect throughout the initial term and any renewal term, with reputable
insurers qualified to do business in the state in which the Properties are
located, general liability insurance in amounts of not less than $500,000
for injury to any one person, $500,000 aggregate for any single occurrence,
and $500,000 for property damage. Such policies shall name Company as
additional insured. Operator shall provide Company a certificate of
insurance at the commencement of this Agreement and annually thereafter
evidencing such coverages.

6
<PAGE>

TCI Cablevision
MOUNTAIN DIVISION

16. TERMINATION

(a) Either party hereto shall have the right to terminate this Agreement
in Accordance with the following:

(i) Upon default of any provision set forth herein, if such
default is not cured within thirty (30) days after receipt of written
notice from the none defaulting party of the nature of such default;
or

(ii) Immediately upon at least ninety (90) days written notice to
the other party, if, in either party's sole reasonable opinion, the
service contemplated herein is deemed to violate any existing or
future law, rule or regulation of the United States or the State of
Oregon, or there is any materially negative action taken or threatened
action against either party by any other party whatsoever arising out
of the performance, by either party of the terms and conditions of
this Agreement provided that prior to any such determination the
parties shall cooperated in good faith to amend this Agreement, if
reasonably possible so as to avoid such violation or negative action;
or

(iii) By Operator upon at least thirty (30) days written notice to
Company if Company is no longer providing hereunder Signals that are
competitive in the market where the Properties are located, or

(b) It is understood and agreed that the indemnification provided pursuant
to Section 11 above, shall survive the expiration or earlier termination of
this Agreement.

7
<PAGE>

TCI Cablevision
MOUNTAIN DIVISION

17. NOTICES

(a) Each party agrees, it shall promptly notify the other if any station,
network, sports league, music licensing organization, performer,
representative, government entity, or other party objects to or contests
the right of Company to deliver the Signals to Operator or the right of
Operator to retransmit the Signals to the System subscribers.

(b) Any notices required pursuant to this Agreement shall be validly given
or served if in writing and sent by overnight courier, registered or
certified mail, postage prepaid, to the following addresses:

If to Company:

TCI West
P.O. Box 91220
Bellevue, Washington 98009
Attention: Dave Reynolds
Division President

With copies to:

TCI West
P.O. Box 91220
Bellevue, Washington 98009
Attention: Leigh Fulwood
Legal Department

System Address and Contact:

Cherie Cooper
3500 S. W. Bond Street
Portland, OR. 97201

If to Operator:

Roger Pease c/o FirstLink:
255 S. W. Harrison, Suite l-A
Portland, OR. 97201

or to such other addresses as either party may designate to the other in
writing. delivery of any notice shall be deemed to be effective upon
receipt if sent by overnight courier or on the date set forth on the
receipt of the registered or certified, mail, sent as stated above.

8
<PAGE>

TCI Cablevision
MOUNTAIN DIVISION

18. MISCELLANEOUS

(a) WAIVER
The waiver by either party of a breach or violation of any provision
of this agreement shall not operate or be constructed as a waiver of
any subsequent or continued breach or violation.

(b) INTEGRATION
This writing represents the entire agreement of the parties hereto
with respect to the subject matter hereof, and may not be altered or
amended except by an agreement in writing signed by both parties.

(c) APPLICABLE LAW
This Agreement shall be governed by and be construed in accordance
with the laws of the State of Oregon and federal laws of the United
States of America.

(d) ASSIGNMENT
This agreement may be assigned by either party with the prior written
consent of the other, which consent shall not be unreasonably
withheld.

(e) SEVERABILITY
If any provision of this Agreement or the application thereof to any
person or circumstance is, to any extent, held in any proceeding to be
invalid or unenforceable, the remainder of this Agreement, or
circumstances other than those to which it was held to be invalid or
unenforceable, shall not be affected thereby; provided, however, that
Company many immediately terminate the Agreement and its obligations
thereunder if the indemnification provisions set forth in section
twelve (12) are rendered invalid or unenforceable.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
date first set forth above.

TCI CABLEVISION OF OREGON, INC. FIRSTLINK COMMUNICATIONS, INC.

By: By: /s/ A. Roger Pease
--------------------------------- --------------------------------

Name: Name: A. Roger Pease
------------------------------- ------------------------------

Title: Title: CEO
------------------------------ -----------------------------

9
<PAGE>

TCI Cablevision
MOUNTAIN DIVISION

NOTARIZATION OF OPERATOR/AUTHORIZED AGENT SIGNATURE

SEAL
STATE OF OREGON * )
)SS
COUNTY OF MULTNOMAH * )

On AUGUST 15, 1996, before me, a Notary Public in and for said State,
personally appeared, A. ROGER PEASE known to me to be the C.E.O. of the
corporation that executed the within Instrument, known to me to be the person
who executed the within Instrument on behalf of the corporation therein named as
Owner and acknowledged to me that such corporation executed the within
Instrument pursuant to its by-laws or resolution of its board of directors.

IN WITNESS WHEREOF, I have hereunto set my hand and official seal the day
and year first above written.

Notary Public: /s/ Kristin R. West
--------------------------------

Residing In: Oregon
----------------------------------

My Commission Expires: Dec. 11, 1999
-------------------------

10
<PAGE>

TCI Cablevision
MOUNTAIN DIVISION

NOTARIZATION OF TCI CABLEVISION OF OREGON, INC. ("COMPANY")

*
STATE OF )
)SS
*
COUNTY OF )

On_________________________1996, before Me, a Notary Public in and for said
State, personally appeared David M. Reynolds, known to me to be the Division
President of the West Division of the corporation that executed the within
Instrument, known to me to be the person who executed the within Instrument on
behalf of the corporation therein named as COMPANY and acknowledged to me that
such corporation executed the within Instrument pursuant to its by-laws or a
resolution of its board of directors.

WITNESS my hand and official seal.

Notary Public:
-----------------------------

Residing in:
-------------------------------

My Commission Expires:
---------------------

11
<PAGE>

TCI Cablevision
MOUNTAIN DIVISION

EXHIBIT A

<TABLE>
<S><C>
2 QVC
3 KBSP (HSN)
4 KATU (ABC)
5 HBO
6 KOIN (CBS)
7 C-SPAN II
8 KGW (NBC)
9 C-SPAN
10 KOPB (PBS)
11 ACCESS: Community
12 KPTV
13 KPDX (Fox)
14 SHOWTIME
15 THE MOVIE CHANNEL
16 HEADLINE NEWS
17 CNN
18 CNBC
19 THE WEATHER CHANNEL
20 fX
21 THE DISNEY CHANNEL
22 NICKELODEON
23 ARTS & ENTERTAINMENT
24 PRIME SPORTS NW
25 ESPN
26 TNT
27 USA
28 STARZ!
29 ENCORE
30 ACCESS: Government
31 ACCESS: Education
32 KEBN
33 ACCESS: Community
34 TBS (Atlanta)
35 WGN (Chicago)
36 MTV
37 VH-1
38 LIFETIME
39 THE FAMILY CHANNEL
40 THE NASHVILLE NETWORK
41 COMEDY CENTRAL
42 COURT TV

43 THE DISCOVERY CHANNEL
44 THE LEARNING CHANNEL
45 NORTHWEST CABLE NEWS
46 INTRO TELEVISION

47 AMERICAN MOVIE CLASSICS

48 KNMT (TBN)
49 FAITH & VALUES
50 SCI-FI CHANNEL
51 UNIVISION
52 TCI LOCAL PROGRAMMING
53 ACCESS: Education
54 BLACK ENTERTAINMENT TV
55
56

58 SNEAK PREVUE
59 TV GUIDE/ON SCREEN
60 CINEMAX
* 63 ESPN2
*64 CARTOON NETWORK
*65 E!
*66 INTERNATIONAL CHANNEL
*67 COUNTRY MUSIC TELEVISION
69 THE BOX
70 HOME AND GARDEN NETWORK
71 AMERICA'S TALKING
72 LIBERTY SPORTS SHOWCASE
73 THE HISTORY CHANNEL
74 TV FOOD NETWORK
75 THE TRAVEL CHANNEL
77 LEASED ACCESS
</TABLE>

* A la Carte Service (Not available in these zip code areas: 97201, 204, 205,
209 210, 219, 221.) Channels 69 - 77 not available in non-graded areas.

12
<PAGE>

TCI Cablevision
MOUNTAIN DIVISION

EXHIBIT B

Notwithstanding anything to the contrary contained in this Agreement, all cable
programming and television off air broadcasting along with respective channel
locations thereof below, are subject to change, addition, deletion and/or
modification by the Operator in accordance with Operator notification procedures
in the community.

<TABLE>
<CAPTION>
RATES PER UNIT

<S> <C>
BASIC & EXPANDED BASIC $ 13.55

PREMIUMS

HOME BOX OFFICE $ 8.50

CINEMAX $ 8.50

SHOWTIME $ 8.50

THE MOVIE CHANNEL $ 8.50

THE DISNEY CHANNEL $ 8.50

ENCORE $ 1.50

STARZ! $ 3.50
</TABLE>

DELETED PROGRAMMING

DIGITAL MUSIC EXPRESS

THE SEGA GAME CHANNEL

FRANCHISE FEES & TAXES

ALL RATES ARE INCLUSIVE OF LOCAL FRANCHISE FEES AND TAXES.

13
<PAGE>

TCI Cablevision
MOUNTAIN DIVISION

EXHIBIT C
The Properties

Vista St. Clair
1000 SW Vista Avenue
Portland, Oregon 97205
248 Units

Demarcation Point: Company and Operator agree that the demarcation point shall
be the tap box located on each building. Operator shall be responsible from the
tap to the inside of the unit.

14
<PAGE>

TCI Cablevision
MOUNTAIN DIVISION

EXHIBIT D
PREMIUM PAY CHANNEL MONTHLY REPORT

Name of Operator:
--------------------------------------------------------------

Service Month:
-----------------------------------------------------------------

Year:
--------------------------------------------------------------------------

Name of Complex:
---------------------------------------------------------------

Address:
-----------------------------------------------------------------------

City, State:
-------------------------------------------------------------------

Total Number of Units:
---------------------------------------------------------

NUMBER OF UNITS OBTAINING SERVICE TYPE OF SERVICE

HOME BOX OFFICE

CINEMAX

SHOWTIME

THE MOVIE CHANNEL

THE DISNEY CHANNEL

ENCORE

STARZ

CERTIFICATION AS TO ABOVE INFORMATION:

THE UNDERSIGNED, a duly authorized officer or representative
of__________________, does hereby certify and represent that the above
information is true and correct, and further understands that any false or
misleading information or intentional mis-reporting herein, may be grounds for
termination of the above referenced Cable Signal Delivery Agreement.

Date: By:
----------------------- ------------------------------

Its:
-----------------------------

<PAGE>

When the transaction referred to in note 2(e) of the notes to the financial
statements has been consummated, we will be in a position to render the
following consent.

CONSENT OF INDEPENDENT ACCOUNTANTS

The Board of Directors
FirstLink Communications, Inc.

We consent to the use of our report included herein and to the reference to
our firm under the heading "Experts" in the Prospectus.

Our report dated January 21, 1998, except as to note 9 which is as of April
8, 1998 and note 2(e) which is as of June __, 1998, contains an explanatory
paragraph that states that the Company has suffered recurring losses from
operations, which raise substantial doubt about its ability to continue as a
going concern. The financial statements do not include any adjustments that
might result from the outcome of that uncertainty.

/s/ KPMG Peat Marwick LLP

Portland, Oregon
June 18, 1998