Coop Exhibit L

Ruby Ranch Internet Cooperative Association 
 c/o Oppedahl & Larson LLP
P.O. Box 5088
Dillon, CO 80435-5088
970-468-6600
carl@rric.net

July 2, 2001

Via Email ndonahu@qwest.com
and mail

Nancy J. Donahue
Qwest Corporation
1801 California Street, Room 2410
Denver, CO 80202

Re: Lease of Subloops and Shared Subloops

Dear Ms. Donahue:

We, the Ruby Ranch Internet Cooperative Association ("RRICA"), are in receipt of your proposed interconnection contract that Qwest forwarded to us on June 1, 2001, and we have reviewed that proposed contract. We do not believe that a 280-page document is appropriate for a non-profit cooperative that will likely serve 10-12 customers at service launch and that cannot possibly service more that 60 customers -- the maximum number of houses that can be built on Ruby Ranch. In addition, we will not be exchanging any traffic with Qwest and do not seek to collocate any equipment on Qwest premises or equipment. What we seek is simple and straightforward. As you will recall, last month I invited you to visit us at Ruby Ranch so that we could show you the very limited scope of what we intend to do. I was sorry to hear that that would not be possible, but hopefully this letter will provide some sense of our very limited needs and our reasons for proposing such a simple Interconnect Agreement.

We would like to lease Qwest facilities between Qwest's cross-connection, or junction, box located at the intersection of Ruby and Emerald Roads on Ruby Ranch (located just outside Silverthorne) and individual houses on the Ranch that choose to become members of the Cooperative Association. We continue to evaluate different DSLAM equipment, and until we make a final selection, we do not know whether we will require unbundled subloops (for an SDSL solution) or shared subloops (for an ADSL solution).

We propose therefore that our contract cover both situations.

We understand that you ordinarily require the lessee to pay for line-splitters if shared subloop interconnection is utilized. If we adopt an ADSL solution, we propose that Qwest not impose this charge. Qwest has plans to install a new, larger junction box on Ruby Ranch across the street from the current box, and this change will not likely be effectuated until after our internet access service is operational. While we do not necessarily oppose this change, it will nevertheless increase our costs, since we will need to extend our network a further distance and incur the costs and inconvenience of new interconnection points.

We welcome any comments that Qwest may have on the enclosed proposed contract. In submitting your counterproposals (if any), however, please remember that we are a small non-profit association, that we have no employees, and that all labor consists of volunteers. To keep our contract to a reasonable and manageable length, we would propose to rely on Qwest's Statement of Generally Available Terms and Conditions on file with the Colorado Commission.

We look forward to your prompt response. Feel free to call me if you have any questions. I would also ask that you respond to my email to confirm that you have received this letter and the proposed contract which follows. If your circumstances change in a way that would permit your visiting us here at Ruby Ranch, please understand that our invitation is still open. We feel it would be helpful if you could see how limited our needs are.

Sincerely,

Carl Oppedahl

Board Member, Ruby Ranch Internet Cooperative Association

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INTERCONNECTION AGREEMENT BETWEEN QWEST CORPORATION AND THE RUBY RANCH INTERNET COOPERATIVE ASSOCIATION

This Interconnection Agreement ("Agreement") is entered into by and between Qwest Corporation ("Qwest") and the Ruby Ranch Internet Cooperative Association ("RRICA"), collectively, "the Parties," entered into and effective this ___th day of July 2001 ("Effective Date"), for a four-year term.

Whereas, RRICA was formed to provide highspeed, "always on" Internet access services to its members, being residents of the Willobrook Metropolitan District ("Ruby Ranch" or the "Ranch") in Summit County, Colorado because such access is not available to most Ranch residents today;

Whereas, there are approximately 35 homes on Ruby Ranch and at full build out there will be a maximum of 60 homes; and

Whereas, RRICA seeks to interconnect at the Qwest junction box located at the corner of Ruby and Emerald Roads on Ruby Ranch and to lease Qwest unbundled subloops and/or shared subloops between the Qwest junction box and its members;

Now, therefore, in consideration of the terms and conditions contained herein, Qwest and the RRICA mutually agree as follows:

1. Term and Renewal. The term of this Agreement shall be for four years and shall expire on July __, 2003. The term of the Agreement will be renewed automatically for additional one-year periods unless either Party provides notice to the other 90 days before the end of the then current term.

2. Governing Law. This Agreement shall be governed by the Communications Act of 1934, as amended, the rules and orders adopted by the Federal Communications Commission ("FCC"), the rules and orders adopted by the Colorado Public Utilities Commission ("CoPUC") and so far as applicable, the general laws of the State of Colorado. In addition, this Agreement also incorporates Qwest's Statement of Generally Available Terms and Conditions ("SGAT") that Qwest has on file with the CoPUC, except to the extent that this Agreement has provisions that are inconsistent with Qwest's SGAT, in which case the terms of this Agreement shall control.

3. Interconnection and Use of Qwest Loops and Subloops

3.1 Interconnection Point. The point where the RRICA will interconnect its facilities with Qwest's facilities is the Qwest junction box ("Qwest Junction Box") at the corner of Ruby and Emerald Roads on Ruby Ranch in Summit County, Colorado. Qwest shall install one or more Field Connection Points ("FCPs") within this junction box, and these FCPs shall act as the point of demarcation separating the Parties' respective networks.

3.2 Unbundled Subloops. The RRICA may order from Qwest unbundled subloops from the Qwest Junction Box to its members. The price of these subloops shall be $8.33 monthly.

3.3 Shared Subloops. The RRICA may also order partial subloops from Qwest, whereby RRICA would use the high frequency portion of a given subloop (referred to has the High Frequency Spectrum Network Element, or "HUNE"), and Qwest would continue to use the lower frequency portion of the subloop in the provision of its own services. Qwest will install at its own cost any necessary "line splitters" needed to effectuate this line sharing arrangement. The price for each HUNE shall be $5.00 monthly.

3.4 Service Quality. Qwest will provide to RRICA interconnection and facilities that at least equal in quality to that provided to itself, to any subsidiary, affiliate, or to other nonQwest interconnecting parties.

It is not envisioned that the Parties will exchange any traffic with each other, nor will the RRICA install any equipment in the Qwest Junction Box.

4. Ordering of Facilities. RRICA may order subloops or lineshared subloops via either telephone for facsimile. Qwest shall designate a specific employee(s) with whom the RRICA shall deal for this purpose.

5. Installation of Facilities. Qwest shall attempt to activate orders within three business days of the order, and in any event, will install such orders within one week of the order. The RRICA shall pay Qwest a nonrecurring fee of $57.82 for each subloop and $39.29 for each shared subloop ordered, except that the nonrecurring fee for installation of the first subloop shall be $126.49.

6. Maintenance and Repair. The RRICA is responsible for attempting to resolve any service trouble reports from its customers, and it will perform trouble isolation on the unbundled loops before reporting the trouble to Qwest. Qwest will work cooperatively with the RRICA to resolve trouble reports when the trouble condition has been isolated and found to be within a portion of Qwest's network. If a Qwest customer complains of a voice service problem that may be related to the use of a shared loop for data services, Qwest and the RRCIA will work together to solve the problem. Qwest will not disconnect the data service provided over a shared loop without first obtaining the express consent of the common Qwest voice/RRICA member and concurrently providing notice to the RRICA. When the trouble is not in Qwest's network, RRICA shall be assessed the applicable time and materials charges. In contrast, if the trouble is within Qwest's network, Qwest will assume the costs of repair.

7. Standard Contract Terms and Conditions

7.1 Billing and Payment. Qwest shall submit its statements monthly, and the RRICA shall pay nondisputed amounts within 30 days of receipt of such statements. The RRICA shall also identify disputed amounts within 30 days.

7.2 Taxes. Each Party purchasing services hereunder shall pay or otherwise be responsible for all federal, state, or local sales, use, excise, gross receipts, transaction or similar taxes, fees or surcharges levied against or upon such purchasing Party (or the providing Party when such providing Party is permitted to pass along to the purchasing Party such taxes, fees or surcharges), except for any tax on either Party's corporate existence, status or income. Whenever possible, these amounts shall be billed as a separate item on the invoice.

7.3 Force Majeure. Neither Party shall be liable for any delay or failure in performance of any part of this Agreement from any cause beyond its control and without its fault or negligence. The Party affected by a Force Majeure Event shall give prompt notice to the other Party, shall be excused from performance of its obligations hereunder on a day-to-day basis to the extent those obligations are prevented by the Force Majeure Event, and shall use reasonable efforts to remove or mitigate the Force Majeure Event. In the event of a labor dispute or strike the Parties agree to provide service to each other at a level equivalent to the level they provide themselves.

7.4 Limitations of Liability. Neither Party shall be liable to the other for indirect, incidental, consequential, or special damages, including (without limitation) damages for lost profits, lost revenues, lost savings suffered by the other Party regardless of the form of action, whether in contract, warranty, strict liability, tort, including (without limitation) negligence of any kind and regardless of whether the Parties know the possibility that such damages could result. Nothing contained in this Section shall limit either Party's liability to the other for willful or intentional misconduct.

7.5 Indemnity. Except for claims made by end users of one Party against the other Party, which claims are based on defective or faulty services provided by the other Party to the one Party, each of the Parties agrees to release, indemnify, defend and hold harmless the other Party and each of its officers, directors, employees and agents from and against and in respect of any loss, debt, liability, damage, obligation, claim, demand, judgment or settlement of any nature or kind, known or unknown, liquidated or unliquidated including, but not limited to, costs and attorneys' fees, whether suffered, made, instituted, or asserted by any other party or person, for invasion of privacy, personal injury to or death of any person or persons, or for loss, damage to, or destruction of property, whether or not owned by others, resulting from the indemnifying Party's performance, breach of applicable law, or status of its employees, agents and subcontractors; or for failure to perform under this Agreement, regardless of the form of action.

7.6. Warranties. NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, THE PARTIES AGREE THAT NEITHER PARTY HAS MADE, AND THAT THERE DOES NOT EXIST, ANY WARRANTY, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND THAT ALL PRODUCTS AND SERVICES PROVIDED HEREUNDER ARE PROVIDED "AS IS," WITH ALL FAULTS.

7.7. Disputes. The Parties intend to resolve disputes through ordinary business channels, using escalation and mediation as appropriate. If a dispute is not resolved within 60 days of the notice of the dispute to the other, either Party may invoke arbitration pursuant to the Federal Arbitration Act, 9 U.S.C. § 116. The arbitrator shall not have authority to award punitive damages. All expedited procedures prescribed by the AAA rules shall apply. The arbitrator's award shall be final and binding and may be entered in any court having jurisdiction thereof. Each Party shall bear its own costs and attorneys' fees, and shall share equally in the fees and expenses of the arbitrator. The arbitration proceedings shall occur in Summit County or in another mutually agreeable location. It is acknowledged that the Parties, by mutual, written agreement, may change any of these arbitration practices for a particular, some, or all Dispute(s). No Dispute, regardless of the form of action, arising out of this Agreement, may be brought by either Party more than two (2) years after the cause of action accrues.

7.8. Notices. Any notices required by or concerning this Agreement shall be in writing and sent by certified mail, return receipt requested, to Qwest and the RRICA at the addresses shown below:

Qwest Corporation
Director Interconnection
1801 California, Room 2410
Denver, CO 80202

With copy to:

Qwest Law Department
Attention: Corporate Counsel, Interconnection
1801 California Street, 38th Floor
Denver, CO 80202 

Ruby Ranch Internet Cooperative Association
C/O Oppedahl & Larson LLP
P.O. Box 5088
Dillon, CO 80435-5088 

7.9 Responsibility of Each Party. Each Party is an independent contractor, and has and hereby retains the right to exercise full control of and supervision over its own performance of its obligations under this Agreement and retains full control over the employment, direction, compensation and discharge of all employees assisting in the performance of such obligations. Subject to the limitations on liability and except as otherwise provided in this Agreement, each Party shall be responsible for (i) its own acts and performance of all obligations imposed by applicable law in connection with its activities, legal status and property, real or personal, and (ii) the acts of its own affiliates, employees, agents and contractors during the performance of that Party's obligations hereunder.

7.9. No Third Party Beneficiaries. This Agreement does not provide and shall not be construed to provide third parties with any remedy, claim, liability, reimbursement, cause of action, or other privilege.

7.10 Insurance. RRICA shall at all times during the term of this Agreement, at its own cost and expense, carry and maintain insurance coverage, if any, specified in the SGAT, except that such insurance coverage shall be required only at such time as RRICA seeks (a) collocation other than adjacent remote collocation or cross-connect collocation that is within the Willowbrook Metropolitan District or (b) access to Qwest facilities other than subloops or shared loops that are within the Willowbrook Metropolitan District. Furthermore, workers' compensation insurance shall be required only at such time as RRICA has at least one full-time employee, comprehensive automobile liability insurance shall be required only at such time as RRICA owns or leases a motor vehicle, and personal property insurance shall be required only at such time as RRICA personal property situated on or within the Premises exceeds one thousand dollars in value.

8. Special Circumstances. The RRICA recognizes that Qwest has agreed to execute this simplified Interconnection Agreement and procedures because the RRICA is a very small nonprofit cooperative whose customer base will never exceed 60 customers, because the RRICA does not seek to exchange traffic with Qwest, and because the RRICA does not seek to collocate any equipment on Qwest premises.

IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their respective duly authorized representatives.