Aircraft Time-Share Agreement - Level 3 Communications LLC


                      FORM OF AIRCRAFT TIME-SHARE AGREEMENT

     THIS   AIRCRAFT   TIME  SHARE   AGREEMENT   is  made  and   entered  as  of
__________________,  2001,  between  LEVEL 3  COMMUNICATIONS,  LLC,  a  Delaware
limited liability company ("Operator"),  with offices at 1025 Eldorado Boulevard
Broomfield,  Colorado, 80021 and  ___________________________  ("User"), with an
address of ________________________________________________________.

     PRELIMINARY  STATEMENT.  Operator  agrees to provide  aircraft to User on a
time  sharing  basis  under  Federal   Aviation   Regulation   ("FAR")  sections
91.501(b)(6)  and (c)(1) (the  "Aircraft") and User agrees to pay for such usage
upon the terms herein.  The Aircraft  presently  owned or leased by Operator and
available for User's use are listed on the attached  Schedule A. This  Agreement
does not prohibit Operator, in its discretion, from increasing or decreasing the
number or type of Aircraft subject to this Agreement.

     NOW,  THEREFORE,  in consideration of the promises,  and for other good and
valuable  consideration,  the  receipt  and  sufficiency  of  which  are  hereby
acknowledged, Operator and User agree as follows:

1. Consideration. Operator shall incur and pay all costs and expenses associated
with  operation of the  Aircraft,  including  all fuel,  oil and other  supplies
necessary for Aircraft use and maintenance, all airport charges, landing and tie
down fees,  and all pilots' living  expenses,  food and  transportation  when an
Aircraft is required  by User to be away from its home base of  operation.  User
shall  reimburse  Operator  for the costs of fuel and pilot  expenses at a fixed
rate  determined  by Operator to be  reasonably  allocable  to User's use of the
Aircraft  pursuant hereto.  However,  such share of allocable costs shall not in
any event exceed the costs  permitted to be charged by Operator to User pursuant
to Section  91.501(d) of the Federal Aviation  Regulations,  or any successor or
replacement regulations. Operator will invoice User for expenses as incurred and
permissible  under FAR SEC.  91.501 which will be due upon  receipt.  Payment of
reimbursement  shall be made in full to  Operator  at 1025  Eldorado  Boulevard,
Broomfield, Colorado, 80021, or as otherwise agreed by the parties.

2. Taxes.  The amounts paid by User under  Section  91.501(d)  for  Time-Sharing
agreements  are subject to a Federal  Excise tax as imposed  under  I.R.C.  SEC.
4261. It is the  responsibility  of Operator to collect and remit the tax on the
amounts paid. The Operator is responsible  for the collection and payment of all
other State or Federal taxes that may arise under this agreement.

3.  Operational  Control.  Operator  shall at all  times  during  the use of the
Aircraft by the User be responsible for and retain full and complete operational
control of the Aircraft.  Operator is  responsible  for providing the crew,  the
physical and technical  operation of the Aircraft,  and the safe  performance of
all  


flights. Operator will furnish two experienced and competent pilots satisfactory
to the User on all  occasions  when any Aircraft is in use. Such pilots shall be
under the  direction  and control of  Operator at all times.  One of such pilots
shall be the captain of the Aircraft and at all times shall have full control of
its  operations,  and the  judgment of such pilot as to the  suitability  of the
weather,  terrain,  mechanical  condition  or capacity of the Aircraft and other
similar  decisions  shall be  conclusive.  The  Aircraft  shall be  operated  in
compliance with the Operator's current aircraft operating manual.

4.  Aircraft  Use.  Operator and User agree to use the Aircraft  covered by this
Agreement in accordance  with the time-share  provisions  contained in 91.501 of
the Federal Aviation  Regulations,  as well as any other applicable  portions of
FAR Part 91.

5. Maintenance.  Operator, at its own cost and expense, will service,  maintain,
and repair the  Aircraft in  compliance  will all  maintenance  standards of the
Aircraft  and all  requirements  of FAR  Part 91.  Operator  will  also  provide
suitable  hangar and storage  facilities  for the  Aircraft at its own  expense.
Aircraft  maintenance and inspection takes  precedence over Aircraft  scheduling
unless such maintenance or inspections can be safely deferred in accordance with
applicable laws and regulations and within the sound discretion of the captain.

6. Insurance. Operator, at its own expense, shall cause to be kept in full force
and effect with regard to its Aircraft,  liability  insurance  upon the Aircraft
with limits for bodily injury and for property damage, which are satisfactory to
the User.

7.  Indemnification.  Operator  agrees to indemnify,  defend,  and hold the User
harmless  from any  claims,  suits,  liabilities,  losses,  costs or expense for
injury to persons, or damage to property in any way arising out of the operation
of the Aircraft.
 
8. Term.  This  agreement  shall be effective  as of  ___________,  2001,  shall
continue  in  full  force  and  effect  for a term of one  year,  and  shall  be
automatically  renewed for continuous periods of one year without  re-execution.
Any  party  may  terminate  this  Agreement  at any time for any or no reason by
giving  thirty  (30)  days'  prior  written  notice  to the  other  party of its
intention to terminate.  This Agreement  supersedes any prior agreements between
the parties relating to Aircraft operations and use.

9.  Assignment.  No party shall have the right to assign its  interest or rights
hereunder,  in whole or part,  without  the prior  written  consent of the other
party,  except  that  the  Operator  may  assign  its  interest  hereunder  to a
wholly-owned affiliate without the consent of the User.


10. Notice.  Any  statement,  consent,  or notice  required or permitted by this
Agreement shall be given by mail to the party concerned at the addresses  listed
above  except that notice with  respect to the  operation or use of the Aircraft
may be given by telephone.

11.  Warranties.  User  warrants to Operator that during the use of the Aircraft
said Aircraft shall not be used or employed, except as authorized by the Federal
Aviation Regulations.  Operator warrants that each of the Aircraft listed herein
have been maintained under Part 91 of the Federal  Aviation  Regulations for the
twelve (12) month period immediately preceding the date of this Agreement.

12. No Carriage  For  Compensation  or Hire.  It is  understood  and agreed that
Operator and User shall neither sell seats to passengers or space for cargo, nor
in any manner  otherwise use any of the Aircraft  listed herein for the carriage
of goods or  passengers  for  compensation  or hire,  and that the  Aircraft  is
operated  within the  applicable  rules of  Subpart D of Part 91 of the  Federal
Aviation Regulations during the operation of this agreement.

13. Counterparts.  This Agreement may be executed in counterparts,  all of which
when executed shall constitute an original.

14. Truth-In-Leasing Statement Under FAR 91.23.

     AN EXECUTED COPY OF THIS AGREEMENT  WILL BE MAILED TO THE FEDERAL  AVIATION
ADMINISTRATION,  FLIGHT STATNDARDS  TECHNICAL  DIVISION,  POST OFFICE BOX 25724,
OKLAHOMA CITY, OKLAMHOMA 73125, WITHIN 24 HOURS OF THE TIME OF EXECUTION HEREOF.

     THE  AIRCRAFT  LISTED  AND  REFERENCED  HEREIN  HAVE  BEEN  MAINTAINED  AND
INSPECTED  UNDER FAR PART 91 FOR THE 12 MONTH PERIOD  PRECEDING THE DATE HEREOF.
SAID  AIRCRAFT WILL BE  MAINTAINED  AND  INSPECTED  UNDER PART 91 OF THE FEDERAL
AVIATION  REGULATIONS FOR OPERATIONS TO BE CONDUCTED UNDER THIS AGREEMENT DURING
THE DURATION OF THIS AGREEMENT.

     OPERATOR,  LOCATED AT THE ABOVE  LISTED  ADDRESS,  IS  CONSIDERED  TO BE IN
OPERATIONAL  CONTROL OF THE AIRCRAFT AND  UNDERSTANDS  AND IS FAMILIAR  WITH ITS
RESPONSIBILITIES  WITH REGARD TO THE  OPERATION  OF AIRCRAFT  UNDER THE FERDERAL
AVIATION REGULATIONS.


     A COPY OF THIS AGREEMENT SHALL BE CARRIED ON EACH AIRCRAFT AT ALL TIMES AND
SHALL BE MADE  AVAILABLE  FOR REVIEW UPON  REQUEST BY THE  ADMINISTRATOR  OR HIS
REPRESENTATIVE.

     AN  EXPLANATION  OF THE  FACTORS  BEARING ON  OPERATIONAL  CONTROL  AND THE
PERTINENT  FEDERAL  AVIATION  REGULATIONS  CAN BE OBTAINED  FROM THE NEAREST FAA
FLIGHT STANDARDS DISTRICT OFFICE.

     OPERATOR CERTIFIES THAT IT UNDERSTANDS THE OPERATOR'S  RESPONSIBILITIES FOR
COMPLIANCE WITH APPLICABLE FEDERAL AVIATION REGULATIONS.

     IN WITNESS  WHEREOF,  the parties  hereto have cause this  Agreement  to be
executed on their  behalf by their duly  authorized  representatives,  as of the
date first above written.

Operator: 

LEVEL 3 COMMUNICATIONS, LLC                User:

By:_____________________________            ______________________

Name:___________________________            ______________________

Title:____________________________



















                                   SCHEDULE A



 
                  Aircraft                                  FAA Registration No.

                  Dassault Falcon Model 50                  N78LT

                  Dassault Falcon Model 50                  N56LT

                  Dassault Falcon Model 900                 N349K