<PAGE>   1
                                                CONFIDENTIAL TREATMENT REQUESTED

                                                                   EXHIBIT 10.36

                                      IXC
                            MASTER SERVICE AGREEMENT

This Agreement for telecommunications services is made as of the date of last
execution below (the "Effective Date") and entered into by and between IXC
COMMUNICATIONS SERVICES, INC., a Delaware corporation with its principal place
of business at 1122 Capital of Texas Hwy. South, Austin, Texas 78746-6426
("Supplier"), and MAXXIS GROUP, INC., a Georgia corporation with its principal
place of business at 1901 Montreal Road, Tucker, Georgia 30084-5223
("Customer").

WHEREAS, Customer desires to obtain telecommunications services as described
below (the "Service") from Supplier, and Supplier is willing to provide the
Service for the rates attached hereto.

NOW, THEREFORE, Customer and Supplier hereby mutually agree as follows:

CREDIT REQUIREMENTS: See Section 5, Additional Assurances, of the Master
Service Agreement Terms & Conditions.

SERVICE, TERM AND RATES: Supplier agrees to provide and Customer agrees to
purchase Service(s) indicated below. This agreement, including any terms and
conditions, addenda, schedules, supplements or exhibits which are attached
hereto and incorporated herein, constitutes the entire agreement (the
"Agreement") by Supplier and Customer pertaining to the subject matter(s)
hereof and supersedes all prior and contemporaneous agreements and
understanding in connection herewith.-

SERVICE TYPE:

     SWITCHED SERVICE:                  BROADBAND SERVICE:
     ______X_____Xclusive               ___________ATM
     ______X_____Xnet LATA              ___________Fame Relay
     ____________ Xnet LEx              ___________Network Management Services
     PRIVATE LINE SERVICE:              ___________Training
     ______X_____Digital                CUSTOMER INTERFACE:
     ____________ Optical               ___________Rack Space & Power
                                        ___________Shelf Space
                                        ___________Collocation


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<PAGE>   2

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
last written below.

IXC COMMUNICATIONS SERVICES, INC.            MAXXIS GROUP, INC.



BY: /S/ LEO WELSH                           BY: /S/ THOMAS O. CORDY
    ---------------------------                 ----------------------------


NAME: LEO WELSH                             NAME: THOMAS O. CORDY
      -------------------------                   --------------------------


TITLE: PRES. - WHOLE SALE                   TITLE: PRESIDENT/CEO
       ------------------------                    -------------------------


DATE: 3/25/99                               DATE: MARCH 18, 1999
      -------------------------                   --------------------------


FULL BUSINESS ADDRESS:                      FULL BUSINESS ADDRESS:
1122 CAPITAL OF TEXAS HWY. SOUTH            1901 MONTREAL ROAD
AUSTIN, TEXAS 78746-6426                    TUCKER, GEORGIA  30084-5223
TELEPHONE: (512) 427-3700                   TELEPHONE: (770) 696-6378
FACSIMILE: (512) 328-7902                   FACSIMILE: (770) 552-8471
                                            BILLING CONTACT: DEBIRA YOUNG
                                            TELEPHONE: 770/696-6343


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                            MASTER SERVICE AGREEMENT
                              TERMS & CONDITIONS

1.       CREDIT. All Services ordered hereunder are subject to credit approval.
         Customer shall complete a credit application form attached hereto as
         Exhibit A.

2.       PROVISION OF BALANCE SHEET. Prior to commencement of Service, Customer
         shall provide Supplier with financial statements including a
         consolidated balance sheet of Customer as of the end of the most
         recent quarter and consolidated statements of income and retained
         earnings of such quarter and the fiscal year to date through such
         quarter, all in reasonable detail and certified by Customer's chief
         financial officer as having been prepared in accordance with generally
         accepted accounting principles, consistently applied. Customer shall
         provide updated financial statements as reasonably requested by
         Supplier.

3.       PAYMENT TERMS. Invoices for Service are due and payable within thirty
         (30) days of the date of invoice (unless otherwise indicated in the
         Credit Requirements section of the Master Service Agreement), without
         demand or set off by Customer. Payments not received within thirty
         (30) days of the date of invoice are considered past due. In addition
         to Supplier undertaking any of the actions set forth in this
         Agreement, if any invoice is not paid when due: (i) a late charge
         shall accrue equal to 1-1/2% (or the maximum legal rate, if less) of
         the unpaid balance per month; (ii) Supplier may require a Security
         Deposit or other forms of security acceptable to Supplier; and/or
         (iii) Supplier may take any action in connection with any other right
         or remedy Supplier may have under this Agreement in law or in equity.

4.       BILLING DISPUTES. If Customer in good faith disputes any portion of
         any Supplier invoice, Customer shall submit to Supplier, within thirty
         (30) days following the date of the invoice, full payment of the
         undisputed portion of the invoice and written documentation
         identifying and substantiating the disputed amount. If Customer does
         not report a dispute within the thirty (30) day period, Customer shall
         have waived its dispute rights for that invoice. Supplier and Customer
         agree to use their respective best efforts to resolve any dispute
         within fifteen (15) days after Supplier receives written notice of the
         dispute from Customer. Any disputed amounts resolved in favor of
         Customer shall be credited to Customer's account on the next invoice
         following resolution of the dispute. Any disputed amounts determined
         to be payable to Supplier shall be due within ten (10) days of the
         resolution of the dispute.

         Any dispute arising out of or relating to this Agreement which has not
         been resolved by the good faith efforts of the parties will be settled
         by binding arbitration conducted expeditiously in accordance with
         Section 16.

5.       ADDITIONAL ASSURANCES. If at any time during the term of this
         Agreement there is a material and adverse change in Customer's
         financial condition or business prospects, which shall be determined
         by Supplier in its sole and absolute discretion, then Supplier may
         demand that Customer provide a Security Deposit pursuant to Supplier's
         standard terms and conditions, as security for the full and faithful
         performance of Customer of the terms, conditions and covenants of this
         Agreement; provided, however, that in no event shall the amount of the
         Security Deposit ever exceed two months' estimated Usage Charges and
         other amounts payable by Customer to Supplier hereunder.

6.       CERTIFICATION. Customer hereby represents and warrants that it is
         certified to do business in all jurisdictions in which it conducts
         business and is in good standing in all such jurisdictions. Customer
         further represents and warrants that it is certified by the proper
         regulatory agencies to provide interstate, intrastate and


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         international long distance services to End-Users in those
         jurisdictions where such services are to be provided by Customer.
         Customer shall keep current during the term of this Agreement, copies
         of its Certificates of Public Convenience and Necessity or similar
         documents certifying Customer's interstate, intrastate, or
         international operating authority in any local, state, or federal
         jurisdiction (collectively, "Service Compliance Certificates") and
         furnish copies thereof to Supplier within ten days of written request
         by Supplier. Supplier reserves the right to refuse or withhold Service
         in any jurisdiction in which Customer's Service Compliance Certificate
         has not been furnished to Supplier in a timely manner. Customer shall
         defend and indemnify Supplier from any losses, expenses, demands and
         claims in connection with Customer's failure to provide Supplier with
         such Service Compliance Certificates. Such indemnification includes
         costs and expenses (including reasonable attorney's fees) incurred by
         Supplier in settling, defending or appealing any claims or actions
         brought against it relating to Customer's failure to provide such
         Service Compliance Certificates.

7.       GOVERNING LAW. This Agreement shall be construed and enforced in
         accordance with, and the validity and performance hereof, shall be
         governed by the laws of the State of Texas without regard to its
         principles of choice of law.

8.       NOTICES. All notices and other communications hereunder shall be in
         writing and shall be deemed to have been duly given as of the date of
         delivery, facsimile transmission or mailing, and if mailed, first
         class postage prepaid, certified or registered mail, return receipt
         requested to the following persons, unless contrary instructions are
         given by the parties in writing:

         If to Supplier:

         IXC Communications Services, Inc.
         1122 Capital of Texas Hwy. South
         Austin, Texas 78746-6426
         Attention: Contract Administration

         If to Customer:

         Maxxis Group, Inc.
         1901 Montreal Road
         Tucker, Georgia 30084-5223
         Attention: Debira Young

9.       WAIVER OF BREACH OR VIOLATION NOT DEEMED CONTINUING. The waiver by
         either party of a breach or violation of any provision of this
         Agreement shall not operate as or be construed to be a waiver of any
         subsequent breach hereof.

10.      BANKRUPTCY. In the event of the bankruptcy or insolvency of either
         party hereto or if either party hereto shall make an assignment for
         the benefit of creditors or take advantage of any act or law for
         relief of debtors, the other party to this Agreement shall have the
         right to terminate this Agreement without further obligation or
         liability on its part.

11.      BUSINESS RELATIONSHIP. This Agreement shall not create any agency,
         employment, joint venture, partnership, representation, or fiduciary
         relationship between the parties. Neither party shall have the
         authority to, nor shall any party attempt to, create any obligation on
         behalf of the other party.

12.      INDEMNITY.

         A.    Each party shall indemnify, defend, release and hold harmless
         the other party and all of its officers, agents, directors,
         shareholders, subcontractors, subsidiaries, employees and other
         affiliates (collectively "Affiliates") from and against any action,
         claim, court cost, damage, demand, expense, liability, loss, penalty,
         proceeding or suit, (collectively, together with related attorneys'
         fees; including costs and disbursements, "Claims") imposed upon either
         party by reason of damages to property or injuries, including death,
         as a result of an intentional or a negligent act or omission on the
         part of the indemnifying party or any of its Affiliates in connection
         with: (i) the performance of this Agreement; or (ii) other activities
         relating


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         to the property or facilities which are the subject of this Agreement,
         whether or not the Claims result from a sole negligent act or omission
         on the part of the indemnifying party, whether the Claims result from
         the concurrent negligent act or omission on the part of both parties,
         or whether the Claims result from the negligent act or omission of the
         indemnifying party and some other third party. In the event a Claim
         relates to the negligence of both parties, the relative burden of the
         Claim shall be attributed equitably between the parties in accordance
         with the principles of comparative negligence.

         B.    In the event any action shall be brought against the indemnified
         party, such party shall immediately notify the indemnifying party in
         writing, and the indemnifying party, upon the request of the
         indemnified party, shall assume the defense thereof on behalf of the
         indemnified party and its Affiliates and shall pay all expenses and
         satisfy all judgments which may be incurred by or rendered against the
         indemnified party or its Affiliates in connection therewith, provided
         that the indemnified party shall not be liable for any settlement of
         any such action effected without its written consent.

         C.    Notwithstanding the termination of this Agreement for any
         reason, this Section 12 shall survive such termination.

13.      INSURANCE. Throughout the term of this Agreement and any extension
         thereof, each party shall maintain and, upon written request, shall
         provide to the other proof of adequate liability insurance:

         (i)    Worker's compensation insurance up to the amount of the
         statutory limit in the state or states where work is to be performed;

         (ii)   Employer's liability insurance with a limit of not less than
         $200,000 per claim with an all-states endorsement;

         (iii)  Comprehensive general liability insurance with a limit of not
         less than $1,000,000 per occurrence for bodily injury liability and
         property damage liability, including coverage extensions for blanket
         contractual liability, personal injury liability and products and
         completed operations liability; and

         (iv)   Comprehensive Auto Liability insurance with a limit of not less
         than $1,000,000 per accident for Bodily Injury Liability and Property
         Damage Liability arising out of the ownership, maintenance or use of
         any vehicle in the performance of this Agreement.

14.      AUTHORIZED USE OF SUPPLIER NAME. Without Supplier's prior written
         consent, Customer shall not: (i) refer to itself as an authorized
         representative of Supplier in promotional, advertising or other
         materials; or (ii) use Supplier's logos, trade marks, service marks,
         or any variations thereof in any of its promotional, advertising or
         other materials or in any activity using or displaying Supplier's name
         or the Services to be provided by Supplier. Customer agrees to change
         or correct, at Customer's expense, any such material or activity which
         Supplier, in its sole judgment, determines to be inaccurate,
         misleading or otherwise objectionable in relation to using or
         marketing Supplier's services. Customer is explicitly authorized to
         only use the following statements in its sales literature: (i)
         "Customer utilizes the Supplier's network"; (ii) "Customer utilizes
         Supplier's facilities"; (iii) "Supplier provides only the network
         facilities"; and (iv) "Supplier is our network services provider".

15.      ASSIGNMENT. Neither party hereto may assign this Agreement without the
         express written consent of the other party hereto, which consent shall
         not be unreasonably withheld. Notwithstanding the foregoing: (i) a
         security interest in this Agreement may be granted by Supplier to any
         lender to secure borrowings by Supplier or any of its affiliates; (ii)
         Supplier may assign all its rights and obligations hereunder to any
         Affiliate; and (iii) any subsidiary of Supplier may assign any amounts
         due from Customer under any Supplement to Supplier for billing
         purposes.

16.      BINDING ARBITRATION. The parties will attempt in good faith to resolve
         any controversy or claim arising out of or relating to this Agreement
         promptly through discussions between themselves at


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<PAGE>   6

         the operational level. In the event a resolution cannot be reached,
         such controversy or claim shall be negotiated between appointed
         counsel or senior executives of the parties who have authority to
         settle the controversy.

         The disputing party shall give the other party written notice of the
         dispute. If the parties fail to resolve such controversy or claim
         within thirty (30) days of the disputing party's notice, either party
         may seek arbitration as set forth below.

         Any controversy or claim arising out of or relating to this Agreement,
         or a breach of this Agreement, shall be finally settled by arbitration
         in Austin, Texas and shall be resolved under the laws of the State of
         Texas. The arbitration shall be conducted before a single arbitrator
         in accordance with the commercial rules and practices of the American
         Arbitration Association then in effect.

         The arbitrator shall have the power to order specific performance if
         requested. Any award, order, or judgment pursuant to such arbitration
         shall be deemed final and binding and may be enforced in any court of
         competent jurisdiction. The parties agree that the arbitrator shall
         have no power or authority to make awards or issue orders of any kind
         except as expressly permitted by this Agreement, and in no event shall
         the arbitrator have the authority to make any award that provides for
         punitive or exemplary damages. All such arbitration proceedings shall
         be conducted on a confidential basis. The arbitrator may, as part of
         the arbitration award, permit the substantially prevailing party to
         recover all or part of its attorney's fees and other out-of-pocket
         costs incurred in connection with such arbitration. Customer may, at
         its option, continue to accept what it considers to be below-standard
         Services and pay the charges hereunder relating thereto during such
         pendency of such arbitration, without prejudice thereto.

17.      LEGAL CONSTRUCTION. In the event one or more of the provisions
         contained in this Agreement shall, for any reason be held to be
         invalid, illegal, or unenforceable in any respect, such invalidity,
         illegality or unenforceability shall not affect any other provision
         hereof, and this Agreement shall be construed as if such invalid,
         illegal or unenforceable provision had never been contained herein.

         In the event of any conflict between the provisions of these Terms &
         Conditions and the applicable Supplement and Exhibits, the conflict
         shall be resolved by reference to the following order of priority of
         interpretation: a) Exhibits; b) Supplement; and c) Terms & Conditions.
         Not withstanding the foregoing no Exhibit requiring execution shall be
         binding unless and until such Exhibit has been executed by an
         authorized officer of Customer.

18.      NO PERSONAL LIABILITY. Each action or claim of any party arising under
         or relating to this Agreement shall be made only against the other
         party as a corporation, and any liability relating thereto shall be
         enforceable only against the corporate assets of such party. No party
         shall seek to pierce the corporate veil or otherwise seek to impose
         any liability relating to, or arising from, this Agreement against any
         shareholder, employee, officer or director of the other party. Each of
         such persons is an intended beneficiary of the mutual promises set
         forth in this Section and shall be entitled to enforce the obligations
         of this Section.

19.      NOTICE OF BREACH OF AGREEMENT. To be effective, written notice of any
         material breach (except Payment Default) must prominently contain the
         following sentences in capital letters: "THIS IS FORMAL NOTICE OF A
         BREACH OF CONTRACT. FAILURE TO CURE SUCH BREACH WILL HAVE SIGNIFICANT
         LEGAL CONSEQUENCES."

20.      LIMITATION OF LIABILITY. Supplier's liability arising out of delays in
         restoration of the Services to be provided under this Agreement or out
         of mistakes, accidents, omissions, interruptions, or errors or defects
         in transmission in the provision of Services or any other
         telecommunications services, shall be subject to the limitations


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<PAGE>   7

         set forth below and in the applicable Tariff. EXCEPT OTHERWISE
         PROVIDED HEREIN, IN NO EVENT SHALL SUPPLIER BE LIABLE TO CUSTOMER OR
         ANY OF THE CUSTOMER'S OWN CUSTOMERS OR ANY OTHER THIRD PARTY IN ANY
         RESPECT, INCLUDING, WITHOUT LIMITATION, FOR ANY DAMAGES, EITHER
         DIRECT, INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, ACTUAL,
         PUNITIVE, OR ANY OTHER DAMAGES, OR FOR ANY LOST PROFITS OF ANY KIND OR
         NATURE WHATSOEVER, ARISING OUT OF MISTAKES, ACCIDENTS, ERRORS,
         OMISSIONS, INTERRUPTIONS, OR DEFECTS IN TRANSMISSION, OR DELAYS,
         INCLUDING THOSE WHICH MAY BE CAUSED BY REGULATORY OR JUDICIAL
         AUTHORITIES, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE
         OBLIGATIONS OF SUPPLIER PURSUANT TO THIS AGREEMENT; AND IN NO EVENT
         SHALL SUPPLIER BE LIABLE AT ANY TIME FOR ANY AMOUNT IN EXCESS OF THE
         AGGREGATE AMOUNT IT HAS PRIOR TO SUCH TIME COLLECTED FROM CUSTOMER
         WITH RESPECT TO SERVICES DELIVERED HEREUNDER. SUPPLIER MAKES NO
         WARRANTY TO CUSTOMER OR ANY OTHER PERSON OR ENTITY, WHETHER EXPRESS,
         IMPLIED, OR STATUTORY, AS TO THE DESCRIPTION, QUALITY,
         MERCHANTABILITY, COMPLETENESS OR FITNESS FOR ANY PURPOSE OF ANY
         SERVICE PROVIDED HEREUNDER OR DESCRIBED HEREIN, OR AS TO ANY OTHER
         MATTER, ALL OF WHICH WARRANTIES BY SUPPLIER ARE HEREBY EXCLUDED AND
         DISCLAIMED. For purposes of this Section, the term "Supplier" shall be
         deemed to include Supplier, its shareholders, directors, officers and
         employees, and any person or entity assisting Supplier in its
         performance pursuant to this Agreement.

21.      SYSTEM MAINTENANCE. In the event Supplier determines to interrupt
         Services for the performance of routine system maintenance, Supplier
         will use reasonable efforts to notify Customer prior to the
         interruption and to conduct such maintenance during non-peak hours. In
         no event shall interruption for system maintenance constitute a
         Failure of Performance by Supplier.

22.      MAINTENANCE & TROUBLE REPORTING. Supplier's standard fees for Customer
         maintenance support services are as follows:

         Maintenance services shall be defined as all work performed by
         Supplier on equipment provided by or on behalf of the Customer, or
         supervision of the Customer's work within Supplier's terminal
         facilities. Maintenance Service charges are not billed for troubles
         found within that portion of a circuit provided by Supplier. The
         following billing rates apply for these services:

         A.    $75 per hour (4 hour minimum-if dispatch is required) Monday
         through Friday during the business hours of 8:00 a.m. - 5:00 p.m.
         local time, exclusive of the following holidays: New Year's Day,
         President's Day, Memorial Day, Independence Day, Labor Day,
         Thanksgiving Day and the day after Thanksgiving and Christmas Day.

         B.    $95 per hour (4 hour minimum) for overtime work done after
         business hours (defined above) and/or on holidays (defined above)
         and/or all day on Saturdays and Sundays.

         C.    As requests for maintenance services are typically made via
         telephone, Supplier must be advised in writing as to the person(s) who
         are authorized to request service. It is the Customer's responsibility
         to keep Supplier apprised of any changes to its list of
         representative(s).

         D.    To request technical assistance and help under the maintenance
         services, a call must be made to Supplier's Network Control Center at
         1-800-526-2488. This number should be used for Supplier technical
         assistance, troubleshooting or testing of circuits, not for service
         impairment or outages. The person calling in must be on the authorized
         list in order to


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<PAGE>   8

         commit for charges for this technical assistance. If that person is
         not on the list, the request cannot be accommodated.

         The Network Control Center personnel will take the call, record the
         caller's name and phone number along with facts concerning the
         assistance and support needed. The caller will then be given the
         number of the "Assistance Ticket."

         Upon completion of work. this "Assistance Ticket" will be given to
         Supplier's Accounting Department, and the Customer will subsequently
         be billed based upon the information on that ticket. A copy will be
         attached to the invoice.

         Except for emergencies, Supplier's technicians cannot be dispatched
         unless requests are made in accordance with the above call-out
         procedure.

23.      SUBJECT TO LAWS. This Agreement is subject to, and Customer agrees to
         comply with, all applicable federal, state and local laws, and
         regulations, rulings and orders of governmental agencies, including,
         but not limited to, the Communications Act of 1934, the
         Telecommunications Act of 1996, the Rules and Regulations of the
         Federal Communications Commission ("FCC") and state public utility or
         service commissions ("PSC"), tariffs and the obtaining and continuance
         of any required certification, permit, license, approval or
         authorization of the FCC and PSC or any governmental body, including,
         but not limited to regulations applying to feature group termination
         and Letter of Agencies ("LOAs").

24.      FCC PERMITS, AUTHORIZATION AND FILINGS. Supplier shall take all
         necessary and appropriate steps, as soon as possible, to procure from
         the FCC the necessary authorizations, if any, to deliver Services
         hereunder to Customer and whatever approvals are necessary from any
         other federal or state agency. In the event that Supplier cannot obtain
         all necessary federal, state or local authority to provide Services
         hereunder, Supplier shall promptly give written notice thereof to
         Customer, and such notice shall constitute termination without
         liability of either party hereto of all obligations hereunder.

25.      COUNTERPARTS. This Agreement may be executed in any number of
         counterparts, each of which shall be deemed an original, and when taken
         together shall constitute one document.

26.      CONFIDENTIAL INFORMATION AND NONSOLICITATION. "Confidential
         Information" shall mean all information disclosed in writing by one
         party to the other party which is clearly marked "CONFIDENTIAL" by the
         disclosing party at the time of disclosure. "Confidential Information"
         shall also include certain oral information disclosed by one party to
         the other party, provided that the disclosing party designates such
         information as confidential at the time of disclosure and gives
         recipient a written summary of such information within five business
         days after the oral disclosure was made. Notwithstanding the
         foregoing, all information concerning the traffic volume/distribution
         of Supplier, pricing rates, and customer lists is hereby deemed to be
         Confidential Information regardless of whether it is so identified.
         The term "Confidential Information" does not include any information
         which: (i) was as already known by the receiving party free of any
         obligation to keep it confidential at the time of its disclosure by
         the disclosing party, (ii) becomes publicly known through no wrongful
         act of the receiving party, (iii) is rightfully received from a third
         person without knowledge of any confidentiality obligation, (iv) is
         independently acquired or developed without violating any of the
         obligations under this Agreement, (v) is disclosed to a third person
         by the disclosing party without similar confidentiality restrictions
         on such third persons rights, or (vi) is approved for release by
         written authorization of the disclosing party.

         Further, the recipient may disclose Confidential Information pursuant
         to any judicial or governmental request, requirement or order. The
         recipient, however, shall take reasonable steps to give the disclosing
         party sufficient prior notice to contest such request, requirement or


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<PAGE>   9

         order. Confidential Information shall remain the property of the
         disclosing party, and shall be returned to the disclosing party or
         destroyed upon request of the disclosing party. Supplier may make such
         Confidential Information available to its lenders.

         Accordingly, in the event of a breach or threatened breach of the
         foregoing provisions, Supplier shall be entitled to an injunction or
         restraining order, in addition to such other rights or remedies as may
         be available under this Agreement, at law or in equity, including but
         not limited to money damages.

27.      FORCE MAJEURE. Supplier shall not be liable for any failure of
         performance hereunder due to causes beyond its reasonable control,
         including, but not limited to: acts of God, fire, explosion,
         vandalism, cable cut, storm or other similar catastrophes; any law,
         order, regulation, direction, action or request of the United States
         government, or of any other government, including state and local
         governments having jurisdiction over either of the parties, or of any
         department, agency, commission, court, bureau, corporation or other
         instrumentality of any one or more of said governments, or of any
         civil or military authority; national emergencies; insurrections;
         riots; wars; or strikes, lock outs, work stoppages or other labor
         difficulties.

28.      SURVIVAL. The covenants and agreements of Customer contained in this
         Agreement with respect to payment of amounts due, confidentiality and
         indemnification shall survive any termination of this Agreement. The
         rights and obligations under this Agreement shall survive any merger
         or sale of either party and shall be binding upon the successors and
         permitted assigns of each party.

29.      REGULATORY. Customer is responsible for payment of, or reimbursement
         to Supplier for, Universal Service Fund and Lifeline Assistance
         Charges (Presubscribed line charges) set forth in the National
         Exchange Carrier Association (NECA) Tariff FCC #5, sections 8.5.,
         8.5.2 and 17.1.4 (A) & (B), as the same may be amended from time to
         time, or any successor tariffs or sections, with respect to any
         Customer ANI's subscribed to Supplier. In addition, with respect to
         the Services, Customer is responsible for payment of, or reimbursement
         to Supplier for: (i) telecommunication relay service charges required
         by the Americans with Disabilities Act or otherwise (both federal and
         state); (ii) interexchange carrier fees payable to the FCC under the
         Omnibus Budget Reconciliation Act of 1993 or otherwise; (iii) payphone
         service provider compensation as determined by the FCC in CC Docket
         No. 96-128; (iv) universal service fund charges, intraLATA
         compensation charges; and (v) other federal or state fees or charges
         imposed on Supplier. Supplier will furnish, at Customer's request,
         documentation to support the fees or charges payable by Customer to
         Supplier pursuant to this Section 29.

         Customer shall furnish to Supplier valid and appropriate tax exemption
         certificates for all applicable jurisdictions (federal, state and
         local) in which it performs customer billing. Customer is responsible
         for properly charging tax to its subscribers and for the proper and
         timely reporting and payment of applicable taxes to the taxing
         authorities and shall defend and indemnify Supplier from payment and
         reporting of all applicable federal, state and local taxes, including,
         but not limited to, gross receipts taxes, surcharges, franchise fees,
         occupational, excise and other taxes (and penalties and interest
         thereon), relating to the Services. Such indemnification includes
         costs and expenses (including reasonable attorney's fees) incurred by
         Supplier in settling, defending or appealing any claims or actions
         brought against it relating to said taxes. If Customer fails to
         provide and maintain the required certificates, Supplier may charge
         Customer and Customer shall pay such applicable taxes.

         The amounts payable by Customer under this Agreement do not include
         any state or local sales or use taxes, or utility taxes, however
         designated, which may be levied on the goods and services provided by


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<PAGE>   10

         Supplier hereunder. With respect to such taxes, if applicable,
         Customer shall furnish Supplier with an appropriate exemption
         certificate or pay to Supplier, upon timely presentation of invoices
         therefore, such amounts thereof as Supplier may be by law required to
         collect or pay. Any and all other taxes, including but not limited to
         franchise, net or gross income, license, occupation, and real or
         personal property taxes, shall be timely paid by Supplier. Customer
         shall pay to Supplier any such taxes that Supplier may be required to
         collect or pay.

30.      OBLIGATIONS SEVERAL AND NOT JOINT. Each party shall be responsible
         only for its own performance under the Agreement (including any
         attachments, exhibits, schedules or addenda) and not for that of any
         other party.

31.      AMENDMENTS. This Agreement may only be modified or supplemented by an
         instrument in writing executed by each party.


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<PAGE>   11

                        IXC SWITCHED SERVICE SUPPLEMENT
                               XCLUSIVE SERVICES


1.       SCOPE. Supplier is authorized: (i) to use its best efforts
         (considering the needs of its other customers) to start provisioning
         of Services (such services, together with the use of the IXC Online
         Software, are referred to as the "Services") to Customer on or before
         the Service Commencement Date, which is scheduled to be the first date
         of order activation; and (ii) to act as Customer's agent in placing
         orders with other carriers in order to provide telecommunications
         services, if requested. Usage charges ("Usage Charges") hereunder
         shall be based on: (i) the rates for Services set forth in Exhibit A,
         as applicable; and (ii) actual usage of Supplier's network from
         establishment of a connection between the calling telephone and the
         called telephone to termination, as determined by Supplier.

2.       TERM. This Agreement is for a term of two (2) years commencing on the
         Effective Date, unless extended or earlier terminated pursuant to its
         terms. This Agreement shall be automatically extended at the
         expiration of the initial term on a month-to-month basis at Supplier's
         then current month-to-month rates unless: (i) earlier terminated: or
         (ii) written notice is given by either party at least thirty (30) days
         before such expiration that such party does not consent to such
         extension.

3.       CUSTOMER RESPONSIBILITIES.

         A. GENERAL DUTIES. Customer shall use its best efforts to solicit and
         market the Services in accordance herewith and with applicable law.
         Customer shall at all times conduct its efforts in a commercially
         reasonable and ethical manner. Customer shall pay all its expenses in
         connection with its business and its performance hereunder. Customer
         shall provide its own billing and customer service to its customers
         ("End-Users"). Customer shall obtain a letter of agency ("LOA") from
         each End-User in compliance with applicable Federal Communications
         Commission ("FCC") and state regulations, however, Customer must
         obtain a signed LOA from each End-User utilizing 800 service. Customer
         shall retain the signed LOA's and promptly make originals available
         upon request of Supplier, any local exchange carrier ("LEC") or any
         regulatory agency. Customer shall be responsible for LEC Primary
         Interexchange Carrier change charges ("PIC Charges") that may be
         imposed on Supplier as a result of End-Users moving onto or off of the
         Supplier's network. In the event of a dispute regarding a transfer to
         the Supplier's network, including, but not limited to those resulting
         from Customer's inability or refusal to provide original End-User
         LOA's when requested, Customer shall pay Supplier such PIC Charges,
         and any other expenses or damages suffered by Supplier relating to any
         such transfer. To the extent Customer makes any statements or
         representations to third parties (including End-Users) with regard to
         Supplier, the Services, or the terms hereof, such statements or
         representations shall be true and not misleading. When applicable,
         Customer will be responsible for notifying each End-User, in writing
         (or by any other means approved by the FCC that: (i) a transfer charge
         will be reflected on such End-User's LEC bill for effecting a change
         in primary interexchange carriers, (ii) the entity name under which
         such End-User's interstate, intrastate and/or operator services will
         be billed (if different from Customer), and (iii) the "primary"
         telephone number(s) to be used for maintenance and questions
         concerning such End-User's long distance service and/or billing.
         Customer shall send Supplier a copy of the documentation Customer uses
         to satisfy the above


IXC Confidential                       1                              10/12/99
<PAGE>   12

         requirements promptly upon request. Supplier may change the foregoing
         requirements at any time in order to conform with applicable FCC and
         state regulations. Notwithstanding the foregoing, however, Customer
         shall be solely responsible for ensuring that the transfer of
         End-Users to the Supplier's network conforms with applicable FCC and
         state regulations, including, without limitation, the regulations
         established by the FCC with respect to verification of orders for long
         distance service generated by telemarketing.

         B. SLAMMING POLICY. Supplier will not tolerate the practice of
         slamming, the intentional, unauthorized transfer of a customer's local
         or long distance service provider. Customer shall obtain a letter of
         agency ("LOA") from each End-User; valid proof of authorization
         includes an exact match of the name and telephone number on the LOA
         completed by the person authorized to make the switch or the actual
         tape of authorization. Customer shall retain the signed LOAs for one
         year and make originals available upon request of Supplier within four
         (4) business days. A Customer is responsible for providing LOA's for
         its agents or resellers. If Supplier receives a slamming complaint
         from a regulatory body (FCC, state commissions, Federal and state
         counsel) against Customer and finds that Customer has caused a change
         in a telecommunications subscriber's PIC without prior valid
         authorization, then Customer will be required to pay an Unauthorized
         Carrier Change Charge of $200 for each unauthorized PIC change. This
         charge is to cover the administrative costs for processing the
         complaint and is in addition to any fines or penalties assessed by a
         state or federal regulatory agency, such fines or penalties also being
         the responsibility of the Customer. Continued acts of slamming by
         Customer shall be considered grounds for revoking any and all
         contracts with Customer and further refusing to provide service to
         Customer.

         C. VOLUME FORECASTS. Prior to the Service Commencement Date and by the
         end of each quarter thereafter, Customer shall provide Supplier with
         forecasts covering a good faith estimate of the monthly traffic volume
         and distribution for the ordered Services for the next three calendar
         months. Supplier shall provide Customer with any information
         reasonably requested to help Customer with its forecasts. The
         forecasts are to be in the format attached hereto as Exhibit B.

         D. CERTIFICATION. Customer shall provide Supplier with a written
         certification (the "Certification") of the percentage of interstate
         (including international) and intrastate minutes of use relevant to
         the minutes of traffic to be terminated in the same state in which the
         Supplier HUB is located to which the Service Interconnection is made.
         This Certification is attached as Exhibit E and shall be provided by
         Customer prior to commencement of Service for any Service
         Interconnection. It shall be updated from time to time: (i) as desired
         by Customer; or (ii) upon request of Supplier made no more than once
         each calendar quarter. Any such modification or Certification shall be
         effective as of the first day of the calendar month following
         forty-five days notice to Supplier from Customer. In the event
         Customer fails to make such Certification, the relevant minutes of use
         will be deemed to be subject to the Intrastate Rates provided for in
         the Exhibit A. In the event Supplier or any other third party requires
         an audit of Supplier's interstate/intrastate minutes of traffic,
         Customer agrees to cooperate in such audit at its expense and make its
         call detail records, billing systems and other necessary information
         reasonably available to Supplier or any third party solely for the
         purpose of verifying Customer's interstate/intrastate minutes of
         traffic. Customer agrees to indemnify Supplier for any liability
         Supplier incurs in the


IXC Confidential                       2                              10/12/99
<PAGE>   13

         event Customer's Certification is not supported by such audit.

4.       EXCLUDED ANIS. Supplier has the right to reject any automatic number
         identifier ("ANI") supplied by Customer for any of the following
         reasons: (i) Supplier is not authorized to provide or does not provide
         long distance services in the particular jurisdiction in which the ANI
         is located; (ii) a particular ANI submitted by Customer is not in
         compliance with Supplier's then-current format, which shall be made
         available to Customer upon request; (iii) Customer is not certified to
         provide long distance services in the jurisdiction in which the ANI is
         located; (iv) Customer is in default of this Agreement; (v) Customer
         fails to cooperate with Supplier in implementing reasonable
         verification processes determined by Supplier to be necessary or
         appropriate in the conduct of business; or (vi) any other circumstance
         reasonably determined by Supplier which could adversely affect
         Supplier's performance under this Agreement or Supplier's general
         ability to transfer its other customers or other End-Users to the
         Supplier's network, including without limitation, Supplier's ability
         to electronically effect PIC changes with the LEC's. However, whether
         or not Supplier is electronically connected to the LEC's, Supplier
         shall issue PIC orders on behalf of Customer. In the event Supplier
         rejects an ANI, Supplier will use its best efforts to notify Customer
         within forty-eight hours of its decision specifically describing the
         rejected ANI and the reason(s) for rejecting that ANI. Further, any
         ANI requested by Customer for Service may be deactivated by Supplier
         after five days written notice to Customer if no Service billings
         relevant thereto have been generated in any prior period of three (3)
         consecutive calendar months.

5.       RECORDS. Customer will maintain documents and records supporting
         Customer's re-sale of Service, including, but not limited to,
         appropriate and valid LOAs from End-Users for a period of not less
         than twelve (12) months or such other longer period as may be required
         by applicable law, rule or regulation. Customer shall indemnify
         Supplier for any costs, charges or expenses incurred by Supplier
         arising from disputed PIC selections involving Service to be provided
         to Customer for which Customer cannot produce an appropriate LOA
         relevant to the ANI and PIC Charge in question, or when Supplier is
         not reasonably satisfied that the validity of a disputed LOA has been
         resolved.

6.       FRAUDULENT CALLS. Customer shall indemnify and hold Supplier harmless
         from all costs, expenses, claims or actions arising from fraudulent
         calls of any nature which may comprise a portion of the Service to the
         extent that the party claiming the call(s) in question to be
         fraudulent is (or had been at the time of the call) an End-User of the
         Service through Customer or an End-User of the Service through
         Customer's distribution channels. Customer shall not be excused from
         paying Supplier for Service provided to Customer or any portion
         thereof on the basis that fraudulent calls comprised a corresponding
         portion of the Service. In the event Supplier discovers fraudulent
         calls being made (or reasonably believes fraudulent calls are being
         made), nothing contained herein shall prohibit Supplier from taking
         immediate action that is reasonably necessary to prevent such
         fraudulent calls from taking place, including without limitation,
         denying Service to particular ANI's or terminating Service to or from
         specific locations. Supplier shall use reasonable efforts to notify
         Customer in the event Supplier takes action upon discovery of
         fraudulent calls. In the event Customer discovers fraudulent calls
         being made (or reasonably believes fraudulent calls are being made),
         Customer shall notify Supplier as soon as possible at 1-800-353-3678.


IXC Confidential                       3                              10/12/99
<PAGE>   14

7.       RATES CHANGES.

         A. Supplier reserves the right to modify charges for international
         service upon seven (7) days notice to the Customer.

         B. HIGH COST TERMINATION/ORIGINATION. Following the Service
         Commencement Date for all Products (e.g. Xnet, Xclusive), Customer
         will maintain at least 80% of the originating and 80% of the
         terminating minutes (during any calendar month or pro-rata portion
         thereof) in the low cost services areas as defined in Exhibit G.
         Supplier shall have the right to apply a $0.03 per minute surcharge to
         the number of originating minutes and apply a $0.03 per minute
         surcharge to the number of terminating minutes which low cost
         origination/termination does not exceed 80% of the total monthly
         Service and a $0.05 per minute surcharge to the number of high cost
         originating and terminating minutes which exceeds 50% of total monthly
         Service.

         Low Cost Origination or Termination is defined as all international
         calls and domestic calls to or from any NPA.NXX associated with the
         Operating Company Numbers listed in Exhibit G.

         C. UNDER-UTILIZATION CHARGE. An under-utilization fee per DS-1 will be
         applied to the monthly invoice based on the following schedule:


<TABLE>
<CAPTION>
Minutes Per Trunk*           Under-utilization Fee**
-----------------            ---------------------

        <S>                        <C>
        0-19,999                   $2,000.00
        20,000-39,999              $1,500.00
        40,000+                    -0-
</TABLE>

*The average is calculated over all trunks. Usage includes both Xclusive
outbound and inbound Service.

**The penalty is applied on all trunks based on average minutes of usage per
trunk. A trunk is an equivalent T- 1 based on 24 DS-O's.

8.       INVOICE & RATES.

         A. DUE DATE. Usage Charges are billed and payable following the period
         in which actual usage has been incurred. All Usage Charges contained
         in this Agreement are calculated according to the rates set forth in
         Exhibit A, attached hereto.

         B. MONTHLY COMMITMENT. Customer shall have a six (6) month period (the
         "Ramp-Up Period") beginning as of the Effective Date to purchase
         Services hereunder of at least **** per month ("the Monthly Commitment
         Level"). During the Ramp-Up Period, Customer shall use its best
         efforts to utilize at least **** per month in Services hereunder;
         however, Customer shall only be invoiced for actual Usage Charges,
         based upon the rates in Exhibit A. Commencing on the first day after
         six (6) complete calendar months after the Effective Date and
         continuing for eighteen (18) months thereafter, Customer shall have a
         "take or pay" commitment in the amount of the Monthly Commitment
         Level. As used herein, a "take or pay" commitment means that Customer
         has the obligation to pay for Services hereunder (at the same time as
         payment is or would be due for Service for such month) in such amount
         for each month during such periods, whether or not such Service is
         actually used, excluding, without limitation, service charges,
         interest, installation costs, local loops and nonrecurring charges.
         Subject to the terms and conditions herein, Customer shall pay for
         Services hereunder at the rates reflected in Exhibit A.

         9. CALCULATION OF CALL DURATION. Supplier will calculate call duration
         for Call Detail Records ("CDR's") which will be sent to Customer by
         Supplier for Customer to rebill Customer's End-Users, based upon the
         then-current IXC On-line software specifications.


IXC Confidential                       4                              10/12/99
<PAGE>   15

         Customer will be billed according to the rates in the attached
         exhibits based on call duration of each CDR. Call duration for
         outbound services will be from answer supervision of the called party
         to disconnect. Call duration for inbound service will be from trunk
         seizure of the Customer's platform to disconnect. CDR's, upon request
         by Customer will be sent by Supplier within five (5) business days
         from the end of the month in which service is rendered. Customer shall
         choose to have the CDR's delivered either by electronic transmission
         or by CD ROM and shall pay for such delivery according to the schedule
         set forth in Exhibit A. CDR's shall be made available for up to one
         (1) year from the date of service. The information format of the CDR's
         is included in the User Guide and is subject to change from time to
         time at Supplier's sole discretion.

10.      CUSTOMER DEFAULT. In the event of a "Customer Default", upon notice to
         Customer, Supplier may (in addition to such other rights or remedies
         as Supplier may have under this Agreement, at law or in equity), at
         its sole option do any or all of the following: (i) suspend Services
         to Customer until such time as such circumstance is corrected
         (provided Supplier shall not be prohibited from terminating this
         Agreement after suspending Services); (ii) cease accepting or
         processing orders for services; (iii) withhold delivery of CDR's; (iv)
         draw on any security deposit or other assurance of payment submitted
         under this Agreement; (v) terminate this Agreement without liability
         to Supplier, which termination may include immediate cancellation of
         the Services; (vi) directly contact the End-Users to inform them that
         their long distance service will no longer be provided through
         Customer, but may be continued through Supplier directly; (vii) bill
         and collect from such End-Users directly (or through its billing
         agents) for services provided by Supplier to them; (viii) treat such
         End-Users as Supplier customers for all purposes; (ix) require
         Customer to use its reasonable efforts to cause part or all of
         Customer's carrier identification codes and End-Users to be
         re-directed to the Supplier network; or (x) pursue such other remedy
         or relief as may be appropriate.

         "Customer Default" shall mean Customer: (i) breaches any material
         provision of this Agreement, including, but not limited to, the
         provisions regarding payment, and does not cure such breach within
         thirty days (five days with respect to the first three payment
         breaches and no notice period with respect to any further payment
         breach) of notice thereof by Supplier; or (ii) files or initiates
         proceedings or has proceedings filed or initiated against it, relating
         to its liquidation, insolvency, reorganization or other relief (such
         as the appointment of a trustee, receiver, liquidator, custodian or
         other official) under any bankruptcy, insolvency or other similar law
         or makes an assignment for the benefit of its creditors or enters into
         an agreement for the composition, extension or readjustment of its
         obligations in connection with the foregoing. If Customer uses the
         Services for any unlawful purpose or in any unlawful manner, Supplier
         shall have the right to suspend any or all services hereunder to
         Customer until the unlawful use ceases. Notwithstanding anything
         herein to the contrary, no termination shall affect or reduce
         Customer's obligation to make the "take or pay commitment" payments
         required herein.


IXC Confidential                       5                              10/12/99
<PAGE>   16

EXHIBIT A - XCLUSIVE SWITCHED SERVICE PRICING

Customer:  Maxxis Group, Inc.

         XCLUSIVE INTERSTATE PRICING (1+SWITCHED, 8XX SWITCHED & XPIN)

2 YEAR TERM - **** TAKE OR PAY

<TABLE>
<CAPTION>
                           SWITCHED                       DEDICATED
                  OUTBOUND, INBOUND & XPIN       OUTBOUND            INBOUND
                  ------------------------       ---------------------------

                  <S>                            <C>                 <C>
                           ****                    ****                ****
</TABLE>

AN UNDER-UTILIZATION CHARGE PER DS-1 WILL APPLY AS OUTLINED IN THE XCLUSIVE
SERVICE SUPPLEMENT.


       XCLUSIVE INTERSTATE EXTENDED AREAS PRICING (DAY RATES 8 AM TO 5 PM
                                MONDAY-FRIDAY)*

Tern: 2 Years

<TABLE>
<CAPTION>
                           1 + CALLS TO                    8XX CALLS FROM
                    DEDICATED        SWITCHED       DEDICATED         SWITCHED
                    -------------------------       --------------------------

<S>                 <C>              <C>            <C>               <C>
Hawaii                ****             ****            ****             ****
Alaska                ****             ****            ****             ****
USVI/PR               ****             ****            ****             ****
Guam                  ****             ****            ****             ****
Northern
  Mariana Is.         ****             ****            ****             ****
</TABLE>

NORTHERN MARIANA IS. INCLUDE ROTA, SAIPAIN & TINIAN.
*SUBJECT TO AVAILABILITY



          XCLUSIVE INTERSTATE EXTENDED AREAS PRICING (NON-DAY RATES)*


Term: 2 Years


<TABLE>
<CAPTION>
                                1 + CALLS TO                      8XX CALLS FROM
                         DEDICATED        SWITCHED          DEDICATED         SWITCHED
                         -------------------------          --------------------------

<S>                      <C>              <C>               <C>               <C>
Hawaii                     ****             ****               ****             ****
Alaska                     ****             ****               ****             ****
USVI/PR                    ****             ****               ****             ****
Guam                       ****             ****               ****             ****
Northern
  Mariana Is.              ****             ****               ****             ****
</TABLE>

              NORTHERN MARIANA IS. INCLUDE ROTA, SAIPAIN & TINIAN.
                            *SUBJECT TO AVAILABILITY


IXC Confidential                       6                             10/12/99



-------------------
**** Omitted pursuant to a request for confidential treatment and filed
separately with the Commission.