Stock Purchase Agreement - Qwest Communications Corp. and NewSuperNet


                                FIRST AMENDMENT

                                      TO

                           STOCK PURCHASE AGREEMENT

        THIS FIRST AMENDMENT TO STOCK PURCHASE AGREEMENT, dated October 22, 1997
(the 'First Amendment'), is by and between QWEST COMMUNICATIONS CORPORATION, a 
Delaware corporation ('Buyer'), and NEWSUPERNET, a Colorado nonprofit 
corporation (the 'Shareholder'), the sole shareholder of SuperNet, Inc., a 
Colorado corporation (the 'Corporation').

                                   RECITALS
                                   --------

        A.  Buyer and the Shareholder entered into a Stock Purchase Agreement 
dated September 30, 1997 (the 'Agreement') under which Buyer agreed to purchase 
from the Shareholder all of the issued and outstanding capital stock of the 
Corporation and also agreed to purchase from the Corporation 28,000 newly issued
shares of its common stock, $.01 par value.

        B.  Schedule 3.16 to the Agreement sets forth certain exceptions to the 
representations and warranties made by the Shareholder in Section 3.16 of the 
Agreement with respect to legal proceedings.

        C.  Section 10.1(b) of the Agreement provides that the Shareholder 
agrees to indemnify Buyer and every Affiliate (as defined in the Agreement) of 
Buyer against and hold them harmless from any and all Damages (as defined in the
Agreement) that Buyer or any such Affiliate may sustain by reason of the legal 
proceedings set forth on Schedule 3.16.

        D.  There have been further developments in the legal proceedings 
originally disclosed on Schedule 3.16, and additional threatened legal 
proceedings have become known to the Shareholder.

        E.  Buyer and the Shareholder now wish to amend Schedule 3.16 to account
for the matters referenced in paragraph D above, with the effect that Section 
10.1(b) shall apply to Schedule 3.16 as amended hereby.

                                   AGREEMENT
                                   ---------

        NOW, THEREFORE, in consideration of the foregoing, and the mutual 
agreements, representations, warranties and covenants contained herein, and for 
other good and valuable consideration the receipt of which is hereby 
acknowledged, the parties hereto agree as follows:

 
1.   Schedule 3.16 is hereby amended to read in its entirely as follows:

                                 SCHEDULE 3.16

                               LEGAL PROCEEDINGS
                               -----------------

     '1.   During July of 1997, an informal claim which threatens litigation was
           asserted against the Company by counsel for a female employee who
           contends she was discriminated against in the allocation to her of
           stock options under the Company's 1995 Performance Stock Option Plan.
           The Company engaged a law firm to conduct an internal investigation
           concerning this claim. As a result of such investigation, an offer of
           settlement was made to the claimant and a second offer of settlement
           was made to a second claimant. The settlement offers expired,
           however, without response from either claimant. The Company has
           received a formal notice and request for information from the Equal
           Employment Opportunity Commission (copy attached) with respect to the
           first claimant (Patricia J. Little), indicating that a claim now has
           been filed. The Company intends to vigorously defend against the
           allegations. The Company has executed a settlement agreement with the
           second claimant (Marla Ankenman). The Company has accrued $115,000 as
           a liability on the Balance Sheet in connection with these items. No
           assurance can be given that such accrual will prove sufficient to
           satisfy these claims in full.

      2.   Nine employees of the Company delivered a letter to its President on
           October 17, 1997 (copy attached). The employees, none of whom are
           optionholders, stated their belief that they should be included in
           the Company's incentive compensation arrangements. The Company has
           responded to these assertions. No formal claim has been asserted or
           articulated by the nine employees, but no assurance can be given that
           such a claim will not be asserted in the future.

      3.   A number of e-mail-messages sent internally among company employees
           (copy attached) suggests that certain female employees of the Company
           believe they are not treated equally with male employees at the
           Company. Although no formal claim has been asserted or articulated in
           this regard, no assurance can be given that such a claim will not be
           asserted in the future.'

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        2.  Each of Schedules 3.4, 3.8 and 3.15 is hereby amended by adding the 
following to each as a last paragraph:

                'See additional disclosures on Schedule 3.16.'
        
        3.  Schedule 3.3 is hereby amended by adding the following as a last 
paragraph:

                'Lien in favor of Advance Telecommunications, Inc., for certain
                equipment. See UCC-1 attached. Secured party has acknowledged
                (see e-mail message attached) that debt has been paid in full
                and lien will be released.'

        4.  Except as specifically amended hereby, the Agreement and the 
exhibits and schedules attached thereto and all terms and conditions thereof 
shall remain in full force and effect, without modification.

        EXECUTED on the date first set forth above.

                                            QWEST COMMUNICATIONS CORPORATION,
                                              a Delaware corporation


                                            By: /s/ Robert S. Woodruff
                                               -------------------------------
                                               Name: Robert S. Woodruff
                                               Title: Executive Vice President- 
                                                      Finance, Chief Financial
                                                      Officer and Treasurer

                                            SHAREHOLDER:

                                            NEWSUPERNET,
                                              a Colorado nonprofit corporation

                                            By: /s/ Julian Kateley
                                               -------------------------------
                                               Name: Julian Kateley
                                               Title: Chairman


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