GENERAL TERMS AND CONDITIONS
                         (Continued)
   
     4.2  Creditworthiness.  Clear Creek s creditworthiness
standards set forth in Section 7 of these General Terms and
Conditions shall apply to any potential Replacement
Customer.  Clear Creek shall not award capacity release
offers to a Replacement Customer until and unless the
Replacement Customer meets Clear Creek s creditworthiness
requirements applicable to all services that it receives
from Clear Creek, including the service represented
by the capacity release. The Releasing Customer shall not establish
its own creditworthiness standards for bidding Customers.
   
     4.3  Compliance by Replacement Customer.  By acquiring
released capacity, a Replacement Customer agrees that it
will fully comply with all terms and conditions of this
tariff.  Except for price, term and quantity, the terms and
conditions of the original release by Clear Creek s Customer
will be binding on all Replacement Customers.
   
     4.4  Withdrawal of Offer to Release. The Releasing
Customer may withdraw any existing offer to release during
the bid period if (a) no minimum bid has been received or
(b) unanticipated circumstances warrant the withdrawal.  The
Releasing Customer shall provide notice of a withdrawal of
released capacity prior to the close of the bid period via
facsimile transmittal or through Clear Creek s interactive
Internet web site.  An offer to release capacity may not be
withdrawn after the close of the bid period.