Employment Agreement - SP Telecom and Robert S. Woodruff


[SP Telecom Letterhead]



July 15, 1994


Mr. Robert S. Woodruff
542 Adams Street
Denver, CO  80206

Re:  Executive Vice President Finance & Chief Financial Officer

Dear Bob:

This letter formalizes the agreement under which you will join SP
Telecom as its Executive Vice President Finance and Chief Financial
Officer.  It is a complete statement of our agreement and it
supersedes all prior documents and discussion between us:

1.  DUTIES.  You will report to me and your duties will change at my
election from time to time, but they generally shall include
monitoring the financial viability of the company and keeping me
informed of any changes thereto.  In addition, you will prepare and
maintain all financial reports of the company, including performing
the duties of the treasurer.  You will be responsible for all banking
relationships.  In the event external funding is required, you will be
responsible for finding the sources for those funds.  You will be a
member of the senior executive team and you will be expected to
provide financial advice and guidance on the strategies and business
transactions contemplated by the company.  You will perform your
duties in accordance with the obligations of a common law employee and
officer of the company within applicable ethical standards.

2.  TERM; COMPENSATION.  The term of your employment shall commence
when you report to work.  Your report date will be as soon as
possible, consistent with your obligations to your current employer,
but in no event shall it be later than August 8, 1994, without my
approval.  Your annual base salary will be $165,000 paid monthly
prorated daily in the first month.  You will be eligible to
participate in the company's bonus plan with a bonus payout potential
of up to 30% of base salary paid in 1994, in accordance with the terms
of the plan.  Your future compensation will be subject to increases at
the company's discretion.

3.  GROWTH SHARE PLAN.  The company plans to adopt a growth share plan
which will provide a very real monetary stake in the future economic
success of the company.  Your participation will be based on parent
company performance and you will participate in the plan at your peer
group level.

4.  VACATION.  You will receive 10 vacation days in accordance with
company policy, a copy of which you have reviewed.

5.  SEVERANCE PAY.  In the event your employment is terminated for
reasons other than willful misconduct during the first twenty-four
months of employment, you shall receive either a lump sum payment
equal to six (6) month's pay at your then current rate or payment in
accordance with the company's severance policy, at your election. 
Thereafter, severance pay shall be in accordance with the company's
then existing policy.

6.  BENEFITS.  You will be entitled to participate in the company's
other benefit plans such as Medical/Dental, Life Insurance, Accidental
Death and Dismemberment, Short-term and Long-term Disability, Sick
Leave and 401(k) in accordance with their terms and conditions.

7.  MISCELLANEOUS.  This Agreement shall be construed and enforced in
accordance with the laws of the State of Colorado without giving
effect to its principles with respect to choice of law.  As used
throughout this Agreement, the term 'company' shall be deemed to refer
to SP Telecom Company.

If you agree this letter sets forth our entire understanding and
agreement regarding your future employment with the company, please
execute two duplicate originals and return one fully executed copy to
me.

Bob, we look forward to the commencement of your employment with SP
Telecom and are genuinely and sincerely excited about our future.

Sincerely,

/s/

Douglas H. Hanson
President



ACCEPTED AND AGREED:                 DATE:


__/s/ Robert S. Woodruff_           __7-15-94________________

                            PROMISSORY NOTE


November 20, 1996                                          $100,000.00



FOR VALUE RECEIVED, Robert S. Woodruff ('Maker') promises to pay to
Qwest Communications Corporation, a Delaware corporation ('Payee'),
the principal sum of One Hundred Thousand Dollars ($100,000.00),
without interest.

The amount due hereunder shall be repayable to Payee as follows:

1.  Subject to provisions of Paragraph 2 below, the outstanding
principal balance shall be automatically reduced by $2,083.33 on
December 1, 1996, and further reduced in $2,083.33 increments
thereafter on the 1st day of each successive month until and including
November 1, 2000, upon which date no principal balance shall remain.

2.  Payee shall have the right to declare all the unforgiven
outstanding principal balance under this Note due and payable within
forty-five (45) days upon, and only upon, either of the following
occurrences:

    a.  Maker voluntarily terminates his employment with Payee; or
    b.  Payee lawfully terminates Maker's employment due to Maker's
willful misconduct.

3.  In the event Maker's employment with Payee is terminated for any
reason not listed in Paragraph 2, above, including, without
limitation, death or disability, the then outstanding balance shall be
automatically forgiven.

In any and all events, unless sooner forgiven or called for payment as
provided herein, the entire principal balance shall be forgiven and
deemed paid on November 1, 2000.

All payments shall be made to Payee, in lawful money of the United
States, at 555 17th Street, Suite 1000, Denver, Colorado 80202, or
such address as may be specified in writing by Payee.

No delay or failure by the holder hereof in exercising any right,
power, privilege or remedy hereunder shall affect such right, power,
privilege or remedy or be deemed to be a waiver of the same.  Nor
shall any single or partial exercise thereof or any failure to
exercise the same in any instance preclude any further or future
exercise thereof or any other right, power, privilege or remedy.  The
rights and privileges provided for hereunder are cumulative and not
exclusive.

Maker, for himself, his endorsers, sureties and any guarantors, hereby
waives demand, presentment, protest, notice of dishonor or nonpayment,
notice of protest, and any and all delays or lack of diligence in
collection hereof and assents to each and any extension or
postponement of the time of payment at or after maturity, or other
indulgence, and to any substitution, addition, exchange or release of
any collateral securing this Note or the release of any party directly
or indirectly liable for payment hereof.

This Note may not be assigned by either party.

This Note shall be governed by the laws of the State of Colorado.

IN WITNESS WHEREOF, Maker has caused this Note to be duly executed on
the date first above written.


                                     ________/s/______________________
                                     Robert S. Woodruff

                         Qwest Communications


                                                         R.S. Woodruff
                                    Executive Vice President - Finance
                                           and Chief Financial Officer
                                            Telephone:  (303) 291-1440
                                                  Fax:  (303) 291-1724


                              MEMORANDUM


To:    P.F. Anschutz               Date::     November 19, 1996

From:  Bob Woodruff                Subject:   Severance Agreement




As follow-up to our previous discussions, I would like to document our
understanding with regard to severance pay that will be available to
me in the event my employment with Qwest Communications Corporation
should terminate other than under certain circumstances.  My
understanding of our agreement is that if my employment with Qwest
Communications Corporation is terminated for reasons other than
willful misconduct, I shall receive either a lump sum payment equal to
one years compensation at my then current rate or payment in
accordance with the Company's severance policy in place at that time,
at my election.

Please sign below indicating your concurrence that this is the
severance benefit your are making available to me.  Thank you.

RSW/pj




Concur:_______/s/________________
       P.F. Anschutz

Date:________12-1-96_____________